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| CIK | 1574648 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 17, 2015 |
ATHL / / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 v399234sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Athlon Energy Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 047477104 (CUSIP Number) December 31, |
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| February 10, 2015 |
ATHL / / Apollo Management Holdings GP, LLC - SC 13G/A Passive Investment SC 13G/A 1 a15-40674sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 ATHLON ENERGY INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 047477104 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| November 14, 2014 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 25, 2014, pursuant to the provisions of Rule 12d2-2 (a). |
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| November 13, 2014 |
ECN / ENCANA CORP SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) ATHLON ENERGY INC. (Name of Subject Company) ALENCO ACQUISITION COMPANY INC. (Offeror) ENCANA CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.0 |
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| November 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) ATHLON ENERGY INC. (Name of Subject Company) ATHLON ENERGY INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 047477 104 |
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| November 13, 2014 |
EX-99.(A)(5)(XV) 2 d820081dex99a5xv.htm EX-99.(A)(5)(XV) Exhibit (a)(5)(xv) news release Encana to complete transformative acquisition of Athlon Energy to establish premier position in oil-rich Permian Basin Calgary, Alberta (November 13, 2014) TSX, NYSE: ECA Encana Corporation (Encana) (TSX, NYSE: ECA) announced today that the cash tender offer (the “Offer”) made by Alenco Acquisition Company Inc |
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| November 13, 2014 |
AMENDED AND RESTATED BY-LAWS ATHLON ENERGY INC. (A Delaware Corporation) ARTICLE 1 EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF ATHLON ENERGY INC. (A Delaware Corporation) ARTICLE 1 STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place within or outside the State of Delaware as may be designated from time to time by the Board of Directors or the President or, if not so designated, at the registered office of the Corporation. 1.2 Annua |
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| November 13, 2014 |
ATHL / S-8 POS - - POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 13, 2014 Registration No. |
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| November 13, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2014 ATHLON ENERGY INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36026 46-2549833 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 13, 2014 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ATHLON ENERGY INC. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHLON ENERGY INC. FIRST: The name of the Corporation is ATHLON ENERGY INC. SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company. THIRD: |
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| November 12, 2014 |
Financial Statements and Exhibits 8-K/A 1 a14-2362818ka.htm AMENDMENT TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-254 |
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| November 12, 2014 |
Exhibit 99.1 SUMMIT WEST GROUP PROPERTIES FINANCIAL STATEMENTS JUNE 30, 2014 AND 2013 C O N T E N T S Page FINANCIAL STATEMENTS Statements of Direct Operating Revenues and Direct Operating Expenses (Unaudited) 2 Notes to Statements of Direct Operating Revenues and Direct Operating Expenses (Unaudited) 3 1 SUMMIT WEST GROUP PROPERTIES STATEMENTS OF DIRECT OPERATING REVENUES AND DIRECT OPERATING EXP |
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| November 12, 2014 |
ATHL / 10-Q - Quarterly Report - QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 12, 2014 |
Exhibit 99.2 SUMMIT WEST GROUP PROPERTIES FINANCIAL STATEMENTS DECEMBER 31, 2013, 2012 AND 2011 C O N T E N T S Page INDEPENDENT AUDITOR’S REPORT 1 FINANCIAL STATEMENTS Statements of Direct Operating Revenues and Direct Operating Expenses 3 Notes to Statements of Direct Operating Revenues and Direct Operating Expenses 4 INDEPENDENT AUDITOR’S REPORT To Summit West Resources LP We have audited the a |
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| November 12, 2014 |
ATHLON ENERGY INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS Exhibit 99.3 ATHLON ENERGY INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS INTRODUCTION Athlon Energy Inc. (“Athlon”), a Delaware corporation incorporated on April 1, 2013, is an independent exploration and production company focused on the acquisition, development, and exploitation of unconventional oil and liquids-rich natural gas reserves in the Permian Basin. On June 2, 2014, Athlon acquired cer |
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| November 7, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2014 ATHLON ENERGY INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36026 46-2549833 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| November 4, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) ATHLON ENERGY INC. (Name of Subject Company) ATHLON ENERGY INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 047477 104 |
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| November 3, 2014 |
ECN / ENCANA CORP SC TO-T/A - - SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) ATHLON ENERGY INC. (Name of Subject Company) ALENCO ACQUISITION COMPANY INC. (Offeror) ENCANA CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.0 |
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| November 3, 2014 |
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER EX-99.(D)(8) 4 d814843dex99d8.htm EX-99.(D)(8) Exhibit (d)(8) AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER This Amendment (this “Amendment”) is made as of November 3, 2014 by and among Athlon Energy Inc., a Delaware corporation (the “Company”), Encana Corporation, a Canadian corporation (“Parent”), and Alenco Acquisition Company Inc., a Delaware corporation and indirect, wholly owned subsidiary o |
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| November 3, 2014 |
Exhibit (a)(5)(xiv) MEMORANDUM OF UNDERSTANDING WHEREAS, this Memorandum of Understanding (“MOU”) is entered into as of November 3, 2014, by and among the parties to the Actions (defined below) pending before the Court of Chancery of the State of Delaware (the “Court”) and the District Court of Tarrant County, Texas, to document their agreement-in-principle for the settlement of the Actions on the terms and subject to the conditions set forth herein; WHEREAS, on September 29, 2014, Athlon Energy Inc. |
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| November 3, 2014 |
Encana Announces Extension of the Tender Offer to Acquire Athlon Energy EX-99.(a)(5)(xiii) Exhibit (a)(5)(xiii) Encana Announces Extension of the Tender Offer to Acquire Athlon Energy For Immediate Release Calgary, Alberta (November 3, 2014) Encana Corporation (Encana) (TSX, NYSE: ECA) today announced that the tender offer (the “Offer”) made by Encana’s indirect, wholly owned subsidiary to acquire all of the issued and outstanding shares of common stock of Athlon Ener |
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| November 3, 2014 |
EX-99.(d)(9) Exhibit (d)(9) ENCANA CORPORATION ALENCO ACQUISITION COMPANY INC. Suite 4400, 500 Centre Street SE Calgary, Alberta Canada T2P 2S5 November 3, 2014 [Supporting Stockholder] [Supporting Stockholder Address] Dear [Supporting Stockholder]: Reference is made to that certain Tender Support Agreement, dated as of September 27, 2014 (the “Tender Support Agreement”), by and among you, Encana |
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| October 29, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) ATHLON ENERGY INC. (Name of Subject Company) ATHLON ENERGY INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 047477 104 |
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| October 28, 2014 |
ECN / ENCANA CORP SC TO-T/A - - AMENDMENT NO. 3 TO SCHEDULE TO Amendment No. 3 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) ATHLON ENERGY INC. (Name of Subject Company) ALENCO ACQUISITION COMPANY INC. (Offeror) ENCANA CORPORATION (Parent of Offeror) (Names of Filing Person |
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| October 28, 2014 |
EX-99.(a)(5)(xii) Exhibit (a)(5)(xii) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE THE CITY OF CAMBRIDGE RETIREMENT SYSTEM on behalf of itself and on behalf of all others similarly situated, Plaintiff, C.A. No. v. ROBERT C. REEVES, GREGORY A. BEARD, RAKESH WILSON, WILSON B. HANDLER, TED A. GARDNER, MARK A. STEVENS, BART KALSU, APOLLO GLOBAL MANAGEMENT, LLC, ENCANA CORPORATION, and ALENCO ACQU |
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| October 20, 2014 |
EX-99.(A)(5)(X) 2 d806878dex99a5x.htm EXHIBIT (A)(5)(X) Exhibit (a)(5)(x) EFiled: Oct 17 2014 09:50AM EDT Transaction ID 56208240 Case No. 10246- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ) ) MAXINE PHILLIPS, Individually and ) C.A. No. On Behalf of All Others Similarly ) Situated, ) ) CLASS ACTION Plaintiff, ) v. ) ) ATHLON ENERGY INC., ROBERT ) C. REEVES, GREGORY A. BEARD, ) WILSON B. HA |
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| October 20, 2014 |
ECN / ENCANA CORP SC TO-T/A - - AMENDMENT NO. 2 TO SCHEDULE TO Amendment No. 2 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) ATHLON ENERGY INC. (Name of Subject Company) ALENCO ACQUISITION COMPANY INC. (Offeror) ENCANA CORPORATION (Parent of Offeror) (Names of Filing Person |
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| October 20, 2014 |
Exhibit (a)(5)(xi) Exhibit (a)(5)(xi) EFiled: Oct 17 2014 01:31PM EDT Transaction ID 56211471 Case No. |
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| October 20, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) ATHLON ENERGY INC. (Name of Subject Company) ATHLON ENERGY INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 047477 104 |
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| October 17, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) ATHLON ENERGY INC. (Name of Subject Company) ATHLON ENERGY INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 047477 104 |
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| October 16, 2014 |
EX-99.(a)(5)(ix) Exhibit (a)(5)(ix) EFiled: Oct 09 2014 06:25PM EDT Transaction ID 56173347 Case No. 10218- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE GARY SHAYNE, individually and on ) behalf of all others similarly situated, ) ) Plaintiff, ) ) v. ) Civil Action No. ) ATHLON ENERGY, INC., ROBERT ) C. REEVES, GREGORY A. BEARD, ) RAKESH WILSON, TED A. ) GARDNER, WILSON B. HANDLER, ) MARK A. |
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| October 16, 2014 |
ECN / ENCANA CORP SC TO-T/A - - AMENDMENT NO. 1 TO SCHEDULE TO Amendment No. 1 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No.1) ATHLON ENERGY INC. (Name of Subject Company) ALENCO ACQUISITION COMPANY INC. (Offeror) ENCANA CORPORATION (Parent of Offeror) (Names of Filing Persons |
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| October 10, 2014 |
EX-99.(e)(9) Exhibit (e)(9) Employment Agreement This Employment Agreement (the “Agreement”), dated as of August 7, 2013 (the “Effective Date”), is made by and between Athlon Holdings LP, a Delaware limited partnership (together with any successor thereto, the “Company”), and John C. Souders (the “Employee”) (collectively referred to herein as the “Parties”). RECITALS A. It is the desire of the Co |
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| October 10, 2014 |
EX-99.(a)(1)(iii) Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of ATHLON ENERGY INC. at $58.50 Net per Share Pursuant to the Offer to Purchase dated October 10, 2014 by ALENCO ACQUISITION COMPANY INC., an indirect wholly owned subsidiary of ENCANA CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 7, |
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| October 10, 2014 |
EX-99.(a)(1)(v) Exhibit (a)(1)(v) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ATHLON ENERGY INC. at $58.50 Net per Share Pursuant to the Offer to Purchase dated October 10, 2014 by ALENCO ACQUISITION COMPANY INC., an indirect wholly owned subsidiary of ENCANA CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 7, 2014 |
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| October 10, 2014 |
EX-99.(d)(2) Exhibit (d)(2) ATHLON ENERGY INC. 420 Throckmorton Street, Suite 1200 Fort Worth, Texas 76102 CONFIDENTIALITY AGREEMENT September 5, 2014 Encana Corporation Suite 4400, 500 Centre Street S.E. Calgary, Alberta T2P 4S5 Attention: Douglas J. Suttles, President & Chief Executive Officer Dear Mr. Suttles: You have requested certain non-public information regarding Athlon Energy Inc. (the “ |
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| October 10, 2014 |
EX-99.(a)(1)(iv) Exhibit (a)(1)(iv) Offer To Purchase For Cash All Outstanding Shares of Common Stock of ATHLON ENERGY INC. at $58.50 Net per Share Pursuant to the Offer to Purchase dated October 10, 2014 by ALENCO ACQUISITION COMPANY INC., an indirect wholly owned subsidiary of ENCANA CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 7, 201 |
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| October 10, 2014 |
ATHLON ENERGY INC. 2013 INCENTIVE AWARD PLAN RESTRICTED STOCK GRANT NOTICE EX-99.(E)(12) 4 d802016dex99e12.htm EX-99.(E)(12) Exhibit (e)(12) ATHLON ENERGY INC. 2013 INCENTIVE AWARD PLAN RESTRICTED STOCK GRANT NOTICE Athlon Energy Inc., a Delaware corporation (the “Company”), pursuant to its 2013 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of shares of Restricted Stock (the “Shares”) |
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| October 10, 2014 |
SHAREHOLDER DERIVATIVE AND CLASS ACTION PETITION Exhibit (a)(5)(vii) FILED TARRANT COUNTY 10/6/2014 3:06:39 PM Cause No. 342-274894-14 THOMAS A. WILDER DISTRICT CLERK MATT YOUDALL, Individually and on § IN THE DISTRICT COURT OF TARRANT COUNTY, TEXAS JUDICIAL DISTRICT Behalf of All Others Similarly Situated and § Derivatively on Behalf of ATHLON ENERGY INC., § § § Plaintiff, § § vs. § § ENCANA CORPORATION, ALENCO § ACQUISITION COMPANY INC., ROBER |
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| October 10, 2014 |
EX-99.(a)(1)(ii) Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of ATHLON ENERGY INC. at $58.50 Net per Share Pursuant to the Offer to Purchase dated October 10, 2014 by ALENCO ACQUISITION COMPANY INC., an indirect wholly owned subsidiary of ENCANA CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 7, 2014 (ONE MINU |
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| October 10, 2014 |
EX-99.(a)(1)(i) Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ATHLON ENERGY INC. at $58.50 Net per Share by ALENCO ACQUISITION COMPANY INC., an indirect wholly owned subsidiary of ENCANA CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 7, 2014 (ONE MINUTE AFTER 11:59 P.M., NEW YORK |
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| October 10, 2014 |
EX-99.(a)(1)(vi) Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below) and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto. The Offer is not being made to (and no tenders will be accep |
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| October 10, 2014 |
EX-99.(E)(5) 2 d802016dex99e5.htm EX-99.(E)(5) Exhibit (e)(5) Employment Agreement This Employment Agreement (the “Agreement”), dated as of August 7, 2013 (the “Effective Date”), is made by and between Athlon Holdings LP, a Delaware limited partnership (together with any successor thereto, the “Company”), and Jennifer L. Palko (the “Employee”) (collectively referred to herein as the “Parties”). RE |
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| October 10, 2014 |
EX-99.(d)(4) Exhibit (d)(4) TENDER SUPPORT AGREEMENT This TENDER SUPPORT AGREEMENT (this “Agreement”), dated as of September 27, 2014, is entered into by and among Encana Corporation, a Canadian corporation (“Parent”), Alenco Acquisition Company Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and the individual set forth on Schedule A (“Stockholder”). WHER |
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| October 10, 2014 |
EX-99.(d)(5) Exhibit (d)(5) NON-EXCHANGE AGREEMENT This NON-EXCHANGE AGREEMENT (this “Agreement”), dated as of September 27, 2014, is entered into by and among Encana Corporation, a Canadian corporation (“Parent”), Alenco Acquisition Company Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), the individual set forth on Schedule A (“Partner”), and Athlon Energ |
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| October 10, 2014 |
EX-99.(d)(3) Exhibit (d)(3) TENDER SUPPORT AGREEMENT This TENDER SUPPORT AGREEMENT (this “Agreement”), dated as of September 27, 2014, is entered into by and among Encana Corporation, a Canadian corporation (“Parent”), Alenco Acquisition Company Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and the entity set forth on Schedule A (“Stockholder”). WHEREAS, |
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| October 10, 2014 |
Encana commences cash tender offer for shares of Athlon Energy EX-99.(a)(5)(viii) Exhibit (a)(5)(viii) news release Encana commences cash tender offer for shares of Athlon Energy For Immediate Release Calgary, Alberta (October 10, 2014) Encana Corporation (Encana) (TSX, NYSE: ECA) today commenced its tender offer (the “Offer”) for all of the issued and outstanding shares of Athlon Energy Inc. (Athlon) at a price of US$58.50 per share, net to the seller in cas |
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| October 10, 2014 |
ATHL / SC 14D9 - - SCHEDULE 14D-9 SC 14D9 1 d802016dsc14d9.htm SCHEDULE 14D-9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ATHLON ENERGY INC. (Name of Subject Company) ATHLON ENERGY INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per shar |
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| October 10, 2014 |
ECN / ENCANA CORP SC TO-T - - SCHEDULE TO Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ATHLON ENERGY INC. (Name of Subject Company) ALENCO ACQUISITION COMPANY INC. (Offeror) ENCANA CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE (Tit |
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| October 2, 2014 |
Exhibit 99.1 news release Encana announces transformative acquisition of Athlon Energy to establish a premier oil position in the Permian Calgary, Alberta (September 29, 2014) Encana Corporation (Encana) (TSX, NYSE: ECA) and Athlon Energy Inc. (Athlon) (NYSE:ATHL) today jointly announced that the two companies have entered into a definitive merger agreement for Encana to acquire all of the issued |
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| October 2, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ATHLON ENERGY INC. (Name of Subject Company) ATHLON ENERGY INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 047477104 (CUSIP Number of Class of Securiti |
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| October 2, 2014 |
AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT (this “Amendment”) to the Employment Agreement, dated as of August 7, 2013 (the “Employment Agreement”), between Athlon Holdings LP (the “Company”), and (“Employee”), is dated as of September 27, 2014, and is effective as of the Closing (as defined in the Merger Agreement). WHEREAS, in connection with that certain Merger Agreement by an |
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| October 2, 2014 |
AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT (this “Amendment”) to the Employment Agreement, dated as of August 7, 2013 (the “Employment Agreement”), between Athlon Holdings LP (the “Company”), and (“Executive”), is dated as of September 27, 2014, and is effective as of the Closing (as defined in the Merger Agreement). WHEREAS, in connection with that certain Merger Agreement by a |
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| October 2, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2014 ATHLON ENERGY INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36026 46-2549833 (State or Other Jurisdiction of Incorporation) (Commission F |
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| October 2, 2014 |
Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG ENCANA CORPORATION, ALENCO ACQUISITION COMPANY INC. AND ATHLON ENERGY INC. September 27, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Definitional and Interpretative Provisions 14 ARTICLE II THE OFFER 16 Section 2.01 The Offer 16 Section 2.02 Company Actions 18 Section 2.03 Director |
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| October 1, 2014 |
EX-99.1 Exhibit 99.1 CORPORATE PRESENTATION Encana Corporation October 2014 Business Strategy Getting Back to Winning VISION: LEADING NORTH AMERICAN RESOURCE PLAY COMPANY STRATEGY: DISCIPLINED FOCUS ON GENERATING PROFITABLE GROWTH GOAL: GROWING SHAREHOLDER VALUE 2017 Balanced liquids and natural gas Growth from a limited number of high quality assets Industry leading efficiency 2013 2017 Strategy |
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| October 1, 2014 |
ECN / ENCANA CORP SC TO-C - - SCHEDULE TO-C Schedule TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ATHLON ENERGY INC. (Name of Subject Company) ALENCO ACQUISITION COMPANY INC. (Offeror) ENCANA CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE (T |
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| September 30, 2014 |
Exhibit 99.2 MARKETWIRED Moderator: Simon Scott 09-29-14/9:45 a.m. ET Confirmation # 12810602 Page 1 Disclaimer The tender offer (the “Offer”) described in this communication has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Athlon Energy Inc. (“Athlon”) or any other securities. On the commencement |
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| September 30, 2014 |
MARKETWIRED Moderator: Brian Dutton September 29, 2014 8:00 a.m. ET EX-99.1 2 d795962dex991.htm EX-99.1 Exhibit 99.1 MARKETWIRED Moderator: Brian Dutton 09-29-14/8:00 a.m. ET Confirmation # 12810601 Page 1 Disclaimer The tender offer (the “Offer”) described in this communication has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Athlon Energy Inc. (“Athlon”) or any |
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| September 30, 2014 |
VIDEO – ANNOUNCEMENT OF ATHLON ACQUISITION EX-99.3 Exhibit 99.3 Disclaimer The tender offer (the “Offer”) described in this communication has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Athlon Energy Inc. (“Athlon”) or any other securities. On the commencement date of the Offer, a tender offer statement on Schedule TO, including an offer |
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| September 30, 2014 |
ECN / ENCANA CORP SC TO-C - - SCHEDULE TO-C Schedule TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ATHLON ENERGY INC. (Name of Subject Company) ALENCO ACQUISITION COMPANY INC. (Offeror) ENCANA CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE (T |
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| September 29, 2014 |
EXHIBIT 99.1 Encana announces transformative acquisition of Athlon Energy to establish a premier oil position in the Permian Calgary, Alberta (September 29, 2014) Encana Corporation (Encana) (TSX, NYSE: ECA) and Athlon Energy Inc. (Athlon) (NYSE: ATHL) today jointly announced that the two companies have entered into a definitive merger agreement for Encana to acquire all of the issued and outstand |
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| September 29, 2014 |
ECN / ENCANA CORP SC TO-C - - SCHEDULE TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ATHLON ENERGY INC. (Name of Subject Company) ALENCO ACQUISITION COMPANY INC. (Offeror) ENCANA CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE (Title of Class |
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| September 29, 2014 |
Investor Presentation, dated September 29, 2014. EXHIBIT 99.2 TRANSFORMATIONAL ENTRY INTO THE PERMIAN BASIN Encana Corporation Doug Suttles President & CEO September 29, 2014 Athlon Energy – The Best of the Permian Transformative Acquisition in World Class Basin • $7.1B acquisition of Athlon Energy Inc. – $5.93B cash plus assumption of $1.15B of long - term debt – Midland Basin pure play, headquartered in Fort Worth, TX – Expected to close by ye |
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| September 4, 2014 |
ATHLON ENERGY PROVIDES OPERATIONAL UPDATE Exhibit 99.1 ATHLON ENERGY PROVIDES OPERATIONAL UPDATE FORT WORTH, Texas—(BUSINESS WIRE)—September 2, 2014 Athlon Energy (NYSE: ATHL) (“Athlon” or the “Company”) today provided an operational update. Athlon’s Howard County horizontal well, Tubb 39 #5H (100% WI) was successfully drilled and completed using a 30-stage hybrid fracture stimulation over a perforated lateral length of 6,705 ft. in the W |
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| September 4, 2014 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of incor |
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| September 4, 2014 |
Exhibit 2.1 EXECUTION VERSION PURCHASE AND SALE AGREEMENT TABLE OF CONTENTS Page ARTICLE 1 RECITALS 1 ARTICLE 2 PURCHASE AND SALE 1 2.1. Purchase and Sale 1 2.2. Properties Defined 1 2.3. Effective Time 3 2.4. Oil in Storage 3 ARTICLE 3 PURCHASE PRICE 3 3.1. Purchase Price and Other Consideration; Allocations 3 ARTICLE 4 TITLE & ENVIRONMENTAL 6 4.1. General Access 6 4.2. Sellers’ Title 6 4.3. Titl |
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| September 4, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of inc |
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| August 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of incor |
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| August 13, 2014 |
Exhibit 99.1 ATHLON ENERGY ANNOUNCES SECOND QUARTER 2014 FINANCIAL RESULTS, NORTHERN MIDLAND BASIN ACQUISITIONS, INCREASED OUTLOOK, & EXECUTIVE PROMOTIONS FORT WORTH, Texas—(BUSINESS WIRE)—August 12, 2014 Athlon Energy (NYSE: ATHL) (“Athlon” or the “Company”) today reported record second quarter 2014 financial results, announced additional acquisitions in the core of the northern Midland Basin, in |
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| August 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| August 4, 2014 |
Athlon Energy Inc. 12,500,000 Shares Common Stock ($0.01 par value) Underwriting Agreement Exhibit 1.1 Athlon Energy Inc. 12,500,000 Shares Common Stock ($0.01 par value) Underwriting Agreement New York, New York July 31, 2014 Citigroup Global Markets Inc. Goldman, Sachs & Co. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Certain stockholders named on Schedule I hereto (the “Selling S |
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| August 4, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of incorpo |
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| August 1, 2014 |
12,500,000 Shares Athlon Energy Inc. Common Stock $46.25 per share Use these links to rapidly review the document TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. |
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| July 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of incorpo |
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| July 30, 2014 |
Athlon Energy Inc. 12,500,000 Shares Common Stock ($0.01 par value) Underwriting Agreement Exhibit 1.1 Athlon Energy Inc. 12,500,000 Shares Common Stock ($0.01 par value) Underwriting Agreement New York, New York , 2014 Citigroup Global Markets Inc. Goldman, Sachs & Co. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Certain stockholders named on Schedule I hereto (the “Selling Stockhol |
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| July 30, 2014 |
July 30, 2014 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attention: Anne Nguyen Parker Division of Corporate Finance Re: Athlon Energy Inc. Registration Statement on Form S-1 (File No. 333-196823) Ladies and Gentlemen: As the representatives of the several underwriters of the Athlon Energy Inc. (the “Company”) proposed pub |
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| July 30, 2014 |
Athlon Energy Inc. 420 Throckmorton Street, Suite 1200 Fort Worth, Texas 76102 (817) 984-8200 July 30, 2014 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Anne Nguyen Parker, Branch Chief Re: Athlon Energy Inc. Registration Statement on Form S-1 File No. 333-196823 Ladies and Gentlemen: Athlon Energy Inc. (the “Comp |
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| July 30, 2014 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on July 30, 2014 Registration No. |
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| July 30, 2014 |
ATHLON ENERGY ANNOUNCES SECOND QUARTER 2014 PRODUCTION, HORIZONTAL WELL RESULT & BOARD APPOINTMENT Exhibit 99.1 ATHLON ENERGY ANNOUNCES SECOND QUARTER 2014 PRODUCTION, HORIZONTAL WELL RESULT & BOARD APPOINTMENT FORT WORTH, Texas—(BUSINESS WIRE)—July 30, 2014 Athlon Energy (NYSE: ATHL) (“Athlon” or the “Company”) today announced second quarter 2014 production, the initial production results on its second horizontal well in Howard County, and the appointment of Bart Kalsu as an independent direct |
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| July 25, 2014 |
811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Chicago Orange County July 25, 2014 Doha Paris Dubai Riyadh Düsseldorf Rome Frankfurt San Diego Hamburg San Francisco Via EDGAR Hong Kong Shanghai Houston Silicon Valley Securities and Exchang |
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| July 22, 2014 |
ATHLON ENERGY INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS Exhibit 99.5 ATHLON ENERGY INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS INTRODUCTION Athlon Energy Inc. (“Athlon”), a Delaware corporation incorporated on April 1, 2013, is an independent exploration and production company focused on the acquisition, development, and exploitation of unconventional oil and liquids-rich natural gas reserves in the Permian Basin. On June 2, 2014 and June 3, 2014, At |
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| July 22, 2014 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS |
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| July 22, 2014 |
811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Chicago Orange County July 22, 2014 Doha Paris Dubai Riyadh Düsseldorf Rome Frankfurt San Diego Hamburg San Francisco Via EDGAR Hong Kong Shanghai Houston Silicon Valley Securities and Exchang |
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| July 11, 2014 |
begin 644 filename2.pdf M)5!$1BTQ+C8-)>+CS],-"C$R."`P(&]B:@T\/"]&:6QT97(O1FQA=&5$96-O M9&4O1FER<&4O3V)J4W1M/CYS=')E M86T-"FC>S);=BMLP$(5?99Y@K=^1!$LNFC:]*(7@^"Z$$K*F+)1UL+V0OGV/ M+=F;S:;)0MID;^R#/!K-?-*,'$B0M*2\)R7).@E)GB5I2U*:0$:2-$J3<20Y M.+**9&`!4U+*8K)@4M9T`BZLQS012#$;NK/IM536SZU#0:Q4)Y-ZVK[J=HM MQ1TFL,*39?<,UMR)5?:]?'A<]]^IX)IPJ^R^;J&D]YQYR0OF^JYWI0-%OBR M:[\NVG5;0N>RBS6:("?/20:"IUXJ00BPETA'= |
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| July 11, 2014 |
811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Chicago Orange County Doha Paris Dubai Riyadh Düsseldorf Rome Frankfurt San Diego Hamburg San Francisco Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Wash |
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| June 27, 2014 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on June 27, 2014 Registration No. |
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| June 27, 2014 |
ATHLON HOLDINGS LP RATIOS OF EARNINGS TO FIXED CHARGES (in thousands, except ratios) QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 ATHLON HOLDINGS LP RATIOS OF EARNINGS TO FIXED CHARGES (in thousands, except ratios) Historical Three months ended March 31, Year ended December 31, 2014 2013 2013 2012 2011 Fixed charges: Interest expense $ 9,178 4,474 $ 36,669 $ 9,951 $ 2,945 Capitalized interest 1,214 42 343 219 — Rental expense attributable to inter |
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| June 17, 2014 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on June 17, 2014 Registration No. |
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| June 17, 2014 |
Exhibit 10.7 Employment Agreement This Employment Agreement (the “Agreement”), dated as of August 7, 2013 (the “Effective Date”), is made by and between Athlon Holdings LP, a Delaware limited partnership (together with any successor thereto, the “Company”), and Bud W. Holmes (the “Employee”) (collectively referred to herein as the “Parties”). RECITALS A. It is the desire of the Company to assure i |
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| June 17, 2014 |
ATHLON ENERGY INC. 2013 INCENTIVE AWARD PLAN RESTRICTED STOCK GRANT NOTICE Exhibit 10.17 ATHLON ENERGY INC. 2013 INCENTIVE AWARD PLAN RESTRICTED STOCK GRANT NOTICE Athlon Energy Inc., a Delaware corporation (the “Company”), pursuant to its 2013 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of shares of Restricted Stock (the “Shares”) set forth below. The Shares are subject to the terms |
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| June 17, 2014 |
Subsidiaries of Athlon Energy Inc. QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 Subsidiaries of Athlon Energy Inc. Name of Subsidiary State or other Jurisdiction of Incorporation or Organization Athlon Holdings GP LLC Delaware Athlon Holdings LP Delaware Athlon Finance Corp. Delaware QuickLinks Exhibit 21.1 Subsidiaries of Athlon Energy Inc. |
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| June 16, 2014 |
ATHLON ENERGY INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS Exhibit 99.5 ATHLON ENERGY INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS INTRODUCTION Athlon Energy Inc. (“Athlon”), a Delaware corporation incorporated on April 1, 2013, is an independent exploration and production company focused on the acquisition, development, and exploitation of unconventional oil and liquids-rich natural gas reserves in the Permian Basin. On June 2, 2014 and June 3, 2014, At |
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| June 16, 2014 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS |
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| June 16, 2014 |
PIEDRA ENERGY II, LLC SCHEDULE OF DIRECT OPERATING REVENUES AND DIRECT OPERATING EXPENSES Exhibit 99.2 PIEDRA ENERGY II, LLC SCHEDULE OF DIRECT OPERATING REVENUES AND DIRECT OPERATING EXPENSES THREE MONTHS ENDED MARCH 31, 2014 2013 DIRECT OPERATING REVENUES $ 8,450,627 $ 6,028,916 DIRECT OPERATING EXPENSES 1,009,579 653,672 DIRECT OPERATING REVENUES IN EXCESS OF DIRECT OPERATING EXPENSES $ 7,441,048 $ 5,375,244 See accompanying Notes to Schedule of Direct Operating Revenues and Direct |
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| June 16, 2014 |
Exhibit 99.3 HIBERNIA ENERGY, LLC AND SUBSIDIARIES CONSOLIDATED FINANCIAL REPORT DECEMBER 31, 2013 C O N T E N T S Page INDEPENDENT AUDITOR’S REPORT 2 FINANCIAL STATEMENTS Consolidated Balance Sheet 3 Consolidated Statement of Operations 5 Consolidated Statement of Members’ Equity 6 Consolidated Statement of Cash Flows 7 Notes to Consolidated Financial Statements 9 INDEPENDENT AUDITOR’S REPORT To |
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| June 16, 2014 |
Exhibit 99.1 HIBERNIA ENERGY, LLC AND SUBSIDIARIES CONSOLIDATED FINANCIAL REPORT FOR THE QUARTER ENDING MARCH 31, 2014 CONTENTS Page FINANCIAL STATEMENTS Consolidated Balance Sheets 3 Consolidated Statements of Operations 5 Consolidated Statements of Members’ Equity 6 Consolidated Statements of Cash Flows 7 Notes to Consolidated Financial Statements 9 2 HIBERNIA ENERGY, LLC AND SUBSIDIARIES CONSOL |
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| June 5, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of incorpor |
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| June 5, 2014 |
Exhibit 2.1 EXECUTION COPY PURCHASE AND SALE AGREEMENT BY AND AMONG HIBERNIA HOLDINGS, LLC AND HIBERNIA RESOURCES, LLC AS SELLERS AND ATHLON HOLDINGS LP AS BUYER TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Interpretation 13 ARTICLE II ASSETS 13 Section 2.01 Agreement to Sell and Purchase 13 Section 2.02 Assets 14 Section 2.03 Excluded and Reserved Asset |
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| June 5, 2014 |
Exhibit 2.2 EXECUTION COPY PURCHASE AND SALE AGREEMENT BY AND AMONG PIEDRA ENERGY II, LLC, PIEDRA OPERATING, LLC AND THE OTHER SELLERS LISTED ON THE SIGNATURE PAGES HERETO AS SELLERS AND ATHLON HOLDINGS LP AS BUYER TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Interpretation 13 ARTICLE II ASSETS 13 Section 2.01 Agreement to Sell and Purchase 13 Section 2. |
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| May 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 7, 2014 |
ATHLON ENERGY ANNOUNCES FIRST QUARTER 2014 FINANCIAL RESULTS Exhibit 99.1 ATHLON ENERGY ANNOUNCES FIRST QUARTER 2014 FINANCIAL RESULTS FORT WORTH, Texas—(BUSINESS WIRE)—May 6, 2014 Athlon Energy (NYSE: ATHL) (“Athlon” or the “Company”) today reported record first quarter 2014 financial results. Company Highlights · Adjusted EBITDA increased 94% to $79.0 million for the first quarter 2014 as compared to $40.7 million for the first quarter 2013. · Discretiona |
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| May 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of incorpora |
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| May 2, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of incorpora |
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| May 2, 2014 |
Exhibit 4.1 EXECUTION VERSION ATHLON HOLDINGS LP and ATHLON FINANCE CORP. as Issuers and the Guarantors party hereto from time to time 6.000% Senior Notes due 2022 INDENTURE Dated as of May 1, 2014 and Wells Fargo Bank, National Association as Trustee 1 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 44 SECTION 1 |
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| April 29, 2014 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 28, 2014 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of Athlon Energy Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the unders |
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| April 28, 2014 |
ATHL / / CITADEL ADVISORS LLC - FORM SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Athlon Energy Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 047477104 (CUSIP Number) April 17, 2014 Date of Event Which Requires Filing o |
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| April 25, 2014 |
Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE x CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A National Banking Associ |
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| April 25, 2014 |
ATHLON FINANCE CORP. ARTICLE I Meetings of Stockholders Exhibit 3.4 BYLAWS OF ATHLON FINANCE CORP. ARTICLE I Meetings of Stockholders Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper |
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| April 25, 2014 |
CERTIFICATE OF INCORPORATION ATHLON FINANCE CORP. April 1, 2013 Exhibit 3.3 CERTIFICATE OF INCORPORATION OF ATHLON FINANCE CORP. April 1, 2013 I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this Certificate of Incorporation and do hereby certify as follows: FIRST. The name of the corporation is Athlon Finance Corp. SECOND. The address of the corporation’s |
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| April 25, 2014 |
Subsidiaries of Athlon Holdings LP QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 Subsidiaries of Athlon Holdings LP Name of Subsidiary State or other Jurisdiction of Incorporation or Organization Athlon Finance Corp. Delaware QuickLinks Exhibit 21.1 Subsidiaries of Athlon Holdings LP |
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| April 25, 2014 |
CERTIFICATE OF LIMITED PARTNERSHIP ATHLON HOLDINGS LP Exhibit 3.1 CERTIFICATE OF LIMITED PARTNERSHIP OF ATHLON HOLDINGS LP This Certificate of Limited Partnership, dated July 22, 2011, has been duly executed and is filed pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act (the “Act”) to form a limited partnership under the Act. 1. Name. The name of the limited partnership is Athlon Holdings LP. 2. Registered Office; Reg |
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| April 25, 2014 |
ATHLON HOLDINGS LP RATIOS OF EARNINGS TO FIXED CHARGES (in thousands, except ratios) QuickLinks - Click here to rapidly navigate through this document Exhibit 12.1 ATHLON HOLDINGS LP RATIOS OF EARNINGS TO FIXED CHARGES (in thousands, except ratios) Year ended December 31, 2013 2012 2011 Fixed charges: Interest expense $ 36,669 $ 9,951 $ 2,945 Capitalized interest 343 219 — Rental expense attributable to interest 49 51 27 Total fixed charges $ 37,061 $ 10,221 $ 2,972 Earnings: Inco |
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| April 25, 2014 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on April 25, 2014 Registration No. |
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| April 21, 2014 |
Athlon Energy Inc. 12,875,000 Shares Common Stock ($0.01 par value) Underwriting Agreement Exhibit 1.1 Execution Version Athlon Energy Inc. 12,875,000 Shares Common Stock ($0.01 par value) Underwriting Agreement New York, New York April 16, 2014 Citigroup Global Markets Inc. Goldman, Sachs & Co. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Athlon Energy Inc., a corporation organized |
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| April 21, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| April 21, 2014 |
Athlon Holdings LP Athlon Finance Corp. $650,000,000 6.000% Senior Notes due 2022 Purchase Agreement Exhibit 1.2 Execution Version Athlon Holdings LP Athlon Finance Corp. $650,000,000 6.000% Senior Notes due 2022 Purchase Agreement New York, New York April 16, 2014 Citigroup Global Markets Inc. As Representative of the several Underwriters, 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Athlon Holdings LP, a Delaware limited partnership (the “Partnership”), and Athlon Finance |
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| April 18, 2014 |
12,875,000 Shares Athlon Energy Inc. Common Stock $40.00 per share Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. |
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| April 16, 2014 |
- REGISTRATION STMT TO ADD SECURITIES TO A PRIOR RELATED EFFECTIVE REGISTRATION STMT. As filed with the Securities and Exchange Commission on April 16, 2014 Registration No. |
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| April 15, 2014 |
Exhibit 99.1 ATHLON ENERGY ANNOUNCES FIRST QUARTER 2014 PRODUCTION, HORIZONTAL WELL RESULTS & INCREASED 2014 OUTLOOK FORT WORTH, Texas—(BUSINESS WIRE)—April 15, 2014—Athlon Energy (NYSE: ATHL) (“Athlon”, or the “Company”) today announced first quarter 2014 production, horizontal well results, and increased 2014 outlook. First Quarter 2014 Production: Athlon’s average daily production volumes for t |
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| April 15, 2014 |
ATHL / / CITADEL ADVISORS LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Athlon Energy Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 047477104 (CUSIP Number) February 7, 2014 Date of Event Which Requires Filing |
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| April 15, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| April 15, 2014 |
Athlon Energy Inc. 11,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement Exhibit 1.1 Athlon Energy Inc. 11,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement New York, New York April , 2014 Citigroup Global Markets Inc. Goldman, Sachs & Co. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Athlon Energy Inc., a corporation organized under the laws of De |
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| April 15, 2014 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of Athlon Energy Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the unders |
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| April 15, 2014 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on April 15, 2014 Registration No. |
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| April 11, 2014 |
ATHLON ENERGY INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS Exhibit 99.4 ATHLON ENERGY INC. UNAUDITED PRO FORMA FINANCIAL STATEMENTS INTRODUCTION Athlon Energy Inc. (“Athlon”), a Delaware corporation, incorporated on April 1, 2013 and is an independent exploration and production company focused on the acquisition, development, and exploitation of unconventional oil and liquids-rich natural gas reserves in the Permian Basin. On April 7, 2014, Athlon entered |
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| April 11, 2014 |
Exhibit 99.1 HIBERNIA ENERGY, LLC AND SUBSIDIARIES CONSOLIDATED FINANCIAL REPORT DECEMBER 31, 2013 C O N T E N T S Page INDEPENDENT AUDITOR’S REPORT 2 FINANCIAL STATEMENTS Consolidated Balance Sheet 3 Consolidated Statement of Operations 5 Consolidated Statement of Members’ Equity 6 Consolidated Statement of Cash Flows 7 Notes to Consolidated Financial Statements 9 INDEPENDENT AUDITOR’S REPORT To |
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| April 11, 2014 |
Financial Statements and Exhibits - AMENDMENT TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS |
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| April 9, 2014 |
ATHLON ENERGY ANNOUNCES NORTHERN MIDLAND BASIN ACQUISITIONS Exhibit 99.1 ATHLON ENERGY ANNOUNCES NORTHERN MIDLAND BASIN ACQUISITIONS FORT WORTH, Texas—(BUSINESS WIRE)—April 8, 2014—Athlon Energy (NYSE: ATHL) (“Athlon”, or the “Company”) today announced that it has entered into multiple definitive agreements with five unrelated third-party sellers to acquire certain producing properties and undeveloped acreage for an aggregate purchase price of $873 million |
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| April 9, 2014 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on April 8, 2014 Registration No. |
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| April 9, 2014 |
Exhibit 99.2 HIBERNIA HOLDINGS, LLC — MARTIN COUNTY ASSETS FINANCIAL SCHEDULE DECEMBER 31, 2013 CONTENTS Page INDEPENDENT AUDITOR’S REPORT 1 FINANCIAL SCHEDULE Schedule of Direct Operating Revenues and Direct Operating Expenses 2 Notes to Schedule of Direct Operating Revenues and Direct Operating Expenses 3 INDEPENDENT AUDITOR’S REPORT To Hibernia Holdings, LLC We have audited the accompanying Sch |
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| April 9, 2014 |
Subsidiaries of Athlon Energy Inc. QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 Subsidiaries of Athlon Energy Inc. Name of Subsidiary State or other Jurisdiction of Incorporation or Organization Athlon Holdings GP LLC Delaware Athlon Holdings LP Delaware Athlon Finance Corp. Delaware QuickLinks Exhibit 21.1 Subsidiaries of Athlon Energy Inc. |
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| April 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of incorpo |
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| April 9, 2014 |
Exhibit 99.3 PIEDRA ENERGY II, LLC FINANCIAL SCHEDULE DECEMBER 31, 2013 C O N T E N T S Page INDEPENDENT AUDITOR’S REPORT 1 FINANCIAL SCHEDULE Schedule of Direct Operating Revenues and Direct Operating Expenses 2 Notes to Schedule of Direct Operating Revenues and Direct Operating Expenses 3 INDEPENDENT AUDITOR’S REPORT To Piedra Energy II, LLC We have audited the accompanying Schedule of Direct Op |
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| February 26, 2014 |
ATHLON ENERGY ANNOUNCES 2013 FINANICAL RESULTS AND PROVIDES OPERATIONAL UPDATE EX-99.1 2 a14-68441ex99d1.htm EX-99.1 Exhibit 99.1 ATHLON ENERGY ANNOUNCES 2013 FINANICAL RESULTS AND PROVIDES OPERATIONAL UPDATE FORT WORTH, Texas—(BUSINESS WIRE)—February 25, 2014 Athlon Energy (NYSE: ATHL) (“Athlon” or the “Company”) today reported fourth quarter and full-year 2013 financial results, announced year-end 2013 proved reserves, and provided an operational update on vertical and hor |
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| February 26, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of inc |
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| February 11, 2014 |
Athlon Energy Inc. 14,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement Exhibit 1.1 Athlon Energy Inc. 14,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement New York, New York February 6, 2014 Citigroup Global Markets Inc. Goldman, Sachs & Co. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Certain stockholders named on Schedule I hereto (the “Sellin |
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| February 11, 2014 |
AGREEMENT OF JOINT FILING (ATHLON ENERGY INC.) Exhibit 1 AGREEMENT OF JOINT FILING (ATHLON ENERGY INC.) In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this |
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| February 11, 2014 |
ATHL / / Apollo Management Holdings GP, LLC - SC 13G Passive Investment SC 13G 1 a14-54471sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 ATHLON ENERGY INC. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 047477104 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| February 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of inco |
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| February 10, 2014 |
14,000,000 Shares Athlon Energy Inc. Common Stock $32.00 per share Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. |
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| February 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of inco |
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| February 6, 2014 |
- REGISTRATION STMT TO ADD SECURITIES TO A PRIOR RELATED EFFECTIVE REGISTRATION STMT. As filed with the Securities and Exchange Commission on February 6, 2014 Registration No. |
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| February 4, 2014 |
Athlon Energy Inc. [ ] Shares Common Stock ($0.01 par value) Underwriting Agreement Exhibit 1.1 Athlon Energy Inc. [ ] Shares Common Stock ($0.01 par value) Underwriting Agreement New York, New York February [ ], 2014 Citigroup Global Markets Inc. Goldman, Sachs & Co. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Certain stockholders named on Schedule I hereto (the “Selling Sto |
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| February 4, 2014 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on February 4, 2014 Registration No. |
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| January 27, 2014 |
ATHLON ENERGY ANNOUNCES OPERATIONAL UPDATE, ACQUISITION IN THE MIDLAND BASIN & PROVIDES 2014 OUTLOOK Exhibit 99.1 ATHLON ENERGY ANNOUNCES OPERATIONAL UPDATE, ACQUISITION IN THE MIDLAND BASIN & PROVIDES 2014 OUTLOOK FORT WORTH, Texas—(BUSINESS WIRE)—January 24, 2014—Athlon Energy (NYSE: ATHL) (“Athlon”, or the “Company”) today announced select operational results for the fourth quarter and full-year 2013, an acquisition in the core of the Company’s existing operating areas in the northern Midland |
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| January 27, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2014 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of inco |
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| January 24, 2014 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on January 24, 2014 Registration No. |
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| January 24, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit 21.1 Subsidiaries of Athlon Energy Inc. Name of Subsidiary State or other Jurisdiction of Incorporation or Organization Athlon Holdings GP LLC Delaware Athlon Holdings LP Delaware Athlon Finance Corp. Delaware QuickLinks Exhibit 21.1 Subsidiaries of Athlon Energy Inc. |
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| November 19, 2013 |
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT BORROWING BASE REDETERMINATION Exhibit 10.2 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWING BASE REDETERMINATION THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWING BASE REDETERMINATION (herein called this “Amendment”) is made as of November , 2013 by and among Athlon Holdings LP, a Delaware limited partnership (the “Borrower”), each Lender party hereto as set forth on the signatur |
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| November 19, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2013 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of inc |
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| November 13, 2013 |
Regulation FD Disclosure - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2013 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of inc |
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| November 12, 2013 |
ATHLON ENERGY ANNOUNCES THIRD QUARTER 2013 RESULTS AND PROVIDES OPERATIONAL UPDATE Exhibit 99.1 ATHLON ENERGY ANNOUNCES THIRD QUARTER 2013 RESULTS AND PROVIDES OPERATIONAL UPDATE FORT WORTH, Texas—(BUSINESS WIRE)—November 11, 2013 Athlon Energy (NYSE: ATHL) (“Athlon” or the “Company”) today reported unaudited third quarter 2013 results, provided an operational update and introduced fourth quarter 2013 guidance. Company Highlights · Adjusted EBITDA increased 109% to $63.3 million |
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| November 12, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2013 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of inc |
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| October 10, 2013 |
ATHLON ENERGY APPOINTS MARK STEVENS TO ITS BOARD OF DIRECTORS Exhibit 99.1 ATHLON ENERGY APPOINTS MARK STEVENS TO ITS BOARD OF DIRECTORS FORT WORTH, Texas—(BUSINESS WIRE)—October 10, 2013—Athlon Energy (NYSE: ATHL) (“Athlon”) today announced that its Board of Directors has appointed Mark A. Stevens, 50, to serve as a Director, effective immediately. Mr. Stevens will serve as an independent director under the Board’s appointment for an initial term that will |
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| October 10, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2013 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of inco |
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| August 20, 2013 |
Exhibit 4.2 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of August 14, 2013, among ATHLON ENERGY INC., a Delaware corporation (the “Parent Guarantor”), the direct parent of ATHLON HOLDINGS LP (or its successor), a Delaware limited partnership (“Holdings”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the inde |
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| August 20, 2013 |
ATHLON ENERGY INC. 2013 INCENTIVE AWARD PLAN ARTICLE 1. Exhibit 4.3 ATHLON ENERGY INC. 2013 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Athlon Energy Inc. 2013 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Athlon Energy Inc. (the “Company”) by linking the individual interests of the members of the Board, Employees, and Consultants to those of Compa |
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| August 20, 2013 |
- SECURITIES TO BE OFFERED TO EMPLOYEES PURSUANT TO EMPLOYEE BENEFIT PLANS As filed with the Securities and Exchange Commission on August 20, 2013 Registration No. |
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| August 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2013 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of incor |
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| August 15, 2013 |
Exhibit 10.3 Employment Agreement This Employment Agreement (the “Agreement”), dated as of August 7, 2013 (the “Effective Date”), is made by and between Athlon Holdings LP, a Delaware limited partnership (together with any successor thereto, the “Company”), and Nelson K. Treadway (the “Employee”) (collectively referred to herein as the “Parties”). RECITALS A. It is the desire of the Company to ass |
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| August 15, 2013 |
Exhibit 99.1 ATHLON ENERGY INC. ANNOUNCES CLOSING OF INITIAL PUBLIC OFFERING, INCLUDING UNDERWRITERS’ OVERALLOTMENT OPTION Fort Worth, TX (August 7, 2013) — Athlon Energy Inc. (NYSE: ATHL) (“Athlon”) announced today the closing of its previously announced public offering of 18,137,895 shares of common stock at $20.00 per share, which includes 2,348,421 shares purchased from the selling stockholder |
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| August 15, 2013 |
Exhibit 10.1 Employment Agreement This Employment Agreement (the “Agreement”), dated as of August 7, 2013 (the “Effective Date”), is made by and between Athlon Holdings LP, a Delaware limited partnership (together with any successor thereto, the “Company”), and Robert C. Reeves (the “Executive”) (collectively referred to herein as the “Parties”). RECITALS A. It is the desire of the Company to assu |
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| August 15, 2013 |
Exhibit 10.4 Employment Agreement This Employment Agreement (the “Agreement”), dated as of August 7, 2013 (the “Effective Date”), is made by and between Athlon Holdings LP, a Delaware limited partnership (together with any successor thereto, the “Company”), and David B. McClelland (the “Employee”) (collectively referred to herein as the “Parties”). RECITALS A. It is the desire of the Company to as |
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| August 15, 2013 |
Exhibit 10.2 Employment Agreement This Employment Agreement (the “Agreement”), dated as of August 7, 2013 (the “Effective Date”), is made by and between Athlon Holdings LP, a Delaware limited partnership (together with any successor thereto, the “Company”), and William B. D. Butler (the “Employee”) (collectively referred to herein as the “Parties”). RECITALS A. It is the desire of the Company to a |
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| August 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2013 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of incorp |
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| August 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2013 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 001-36026 46-2549833 (State or other jurisdiction (Commission (IRS Employer of incor |
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| August 14, 2013 |
ATHLON ENERGY ANNOUNCES SECOND QUARTER 2013 RESULTS AND PROVIDES OPERATIONS AND LIQUIDITY UPDATES EX-99.1 2 a13-185931ex99d1.htm EX-99.1 Exhibit 99.1 ATHLON ENERGY ANNOUNCES SECOND QUARTER 2013 RESULTS AND PROVIDES OPERATIONS AND LIQUIDITY UPDATES FORT WORTH, Texas—(BUSINESS WIRE)—August 13, 2013 Athlon Energy (NYSE: ATHL) (“Athlon” or the “Company”) today reported unaudited second quarter 2013 results and provided an operations update. Company Highlights · Average daily production volumes for |
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| August 5, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Filed Pursuant to Rule 424(b)(4) Registration No. |
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| July 30, 2013 |
July 30, 2013 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attention: Anne Nguyen Parker Division of Corporate Finance Re: Athlon Energy Inc. Registration Statement on Form S-1 (File No. 333-189109) Ladies and Gentlemen: As the representative of the several underwriters of the Athlon Energy Inc. (the “Company”) proposed init |
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| July 30, 2013 |
Athlon Energy Inc. 420 Throckmorton Street, Suite 1200 Fort Worth, Texas 76102 (817) 984-8200 July 30, 2013 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Anne Nguyen Parker, Branch Chief Re: Athlon Energy Inc. Registration Statement on Form S-1 File No. 333-189109 Ladies and Gentlemen: Athlon Energy Inc. (the “Comp |
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| July 25, 2013 |
- REGISTRATION/LISTING OF SECURITIES ON A NATIONAL SECURITIES EXCHANGE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ATHLON ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 46-2549833 (State of incorporation or organization) (I.R.S. Employer Identification No.) 420 Throckmorton Street |
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| July 22, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on July 22, 2013 Registration No. |
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| July 22, 2013 |
Athlon Energy Inc. [ ] Shares Common Stock ($0.01 par value) Underwriting Agreement Exhibit 1.1 Athlon Energy Inc. [ ] Shares Common Stock ($0.01 par value) Underwriting Agreement New York, New York July [ ], 2013 Citigroup Global Markets Inc. As Representative of the several Underwriters, 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Athlon Energy Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several under |
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| July 18, 2013 |
811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Chicago Orange County Doha Paris Dubai Riyadh July 18, 2013 Düsseldorf Rome Frankfurt San Diego Hamburg San Francisco Hong Kong Shanghai Via EDGAR Houston Silicon Valley London Singapore Secur |
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| July 17, 2013 |
Athlon Energy Inc. 420 Throckmorton Street, Suite 1200 Fort Worth, Texas 76102 July 17, 2013 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Anne Nguyen Parker, Branch Chief Re: Athlon Energy Inc. Registration Statement on Form S-1 Filed June 5, 2013 File No. 333-189109 Dear Ms. Parker: On July 10, 2013, Athlon Energ |
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| July 15, 2013 |
Athlon Energy Inc. 420 Throckmorton Street, Suite 1200 Fort Worth, Texas 76102 July 15, 2013 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Anne Nguyen Parker, Branch Chief Re: Athlon Energy Inc. Registration Statement on Form S-1 Filed June 5, 2013 File No. 333-189109 Dear Ms. Nguyen: On July 10, 2013, Athlon Energ |
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| July 12, 2013 |
ADVISORY SERVICES AND TRANSACTION FEE TERMINATION AGREEMENT Exhibit 10.10 ADVISORY SERVICES AND TRANSACTION FEE TERMINATION AGREEMENT This Advisory Services and Transaction Fee Termination Agreement (this “Agreement”) is made as of this day of , 2013, by and among Athlon Holdings LP, a Delaware Limited Partnership (the “Partnership”) (as assignee of Athlon Energy LP, a Delaware limited partnership), Apollo Management VII, L.P., a Delaware limited partnersh |
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| July 12, 2013 |
Exhibit 21.1 Subsidiaries of Athlon Energy Inc. as of July 12, 2013 Name of Subsidiary State or other Jurisdiction of Incorporation or Organization Athlon Holdings LP Delaware Athlon Energy LLC Delaware Athlon Energy LP Delaware Athlon FE Energy LP Delaware Athlon Energy Operating LLC Delaware Athlon FE Operating LLC Delaware Athlon Finance Corp. Delaware |
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| July 12, 2013 |
Exhibit 10.11 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ATHLON HOLDINGS LP A Delaware Limited Partnership Dated as of , 2013 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ATHLON HOLDINGS LP TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 7 Section 1.3. Directly or Indirectly 7 Section 1.4. Construction 7 ARTICLE II ORGANIZATIO |
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| July 12, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on July 12, 2013 Registration No. |
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| July 12, 2013 |
811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Chicago Orange County Doha Paris Dubai Riyadh Düsseldorf Rome Frankfurt San Diego July 12, 2013 Hamburg San Francisco Hong Kong Shanghai Via EDGAR and Hand-Delivery Houston Silicon Valley Lond |
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| July 12, 2013 |
Exhibit 10.4 Employment Agreement This Employment Agreement (the “Agreement”), dated as of , 2013 (the “Effective Date”), is made by and between Athlon Holdings LP, a Delaware limited partnership (together with any successor thereto, the “Company”), and (the “Employee”) (collectively referred to herein as the “Parties”). RECITALS A. It is the desire of the Company to assure itself of the services |
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| July 12, 2013 |
Exhibit 10.3 Employment Agreement This Employment Agreement (the “Agreement”), dated as of , 2013 (the “Effective Date”), is made by and between Athlon Holdings LP, a Delaware limited partnership (together with any successor thereto, the “Company”), and Robert C. Reeves (the “Executive”) (collectively referred to herein as the “Parties”). RECITALS A. It is the desire of the Company to assure itsel |
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| July 12, 2013 |
Exhibit 10.5 ATHLON ENERGY INC. 2013 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Athlon Energy Inc. 2013 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Athlon Energy Inc. (the “Company”) by linking the individual interests of the members of the Board, Employees, and Consultants to those of Comp |
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| July 12, 2013 |
Exhibit 10.9 FORM OF STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of , 2013, by and among ATHLON ENERGY INC., a Delaware corporation (the “Corporation”), and those stockholders of the Corporation listed on Schedule A hereto. WHEREAS, the Corporation, the Apollo Entities (as defined below) and the Employee Stockholders (as defined below), as the holders of the majority |
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| July 10, 2013 |
Athlon Energy Inc. 420 Throckmorton Street, Suite 1200 Fort Worth, Texas 76102 July 10, 2013 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Anne Nguyen Parker, Branch Chief Re: Athlon Energy Inc. Registration Statement on Form S-1 Filed June 5, 2013 File No. 333-189109 Dear Ms. Nguyen: Pursuant to discussions with t |
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| June 27, 2013 |
811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Milan Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Chicago Orange County June 26, 2013 Doha Paris Dubai Riyadh Düsseldorf Rome Frankfurt San Diego Hamburg San Francisco Via EDGAR and Hand-Delivery Hong Kong Shanghai Houston Silicon Valley Secu |
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| June 27, 2013 |
Subsidiaries of Athlon Energy Inc. as of June 26, 2013 Exhibit 21.1 Subsidiaries of Athlon Energy Inc. as of June 26, 2013 Name of Subsidiary State or other Jurisdiction of Incorporation or Organization Athlon Holdings LP Delaware Athlon Energy LLC Delaware Athlon Energy LP Delaware Athlon FE Energy LP Delaware Athlon Energy Operating LLC Delaware Athlon FE Operating LLC Delaware Athlon Finance Corp. Delaware |
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| June 27, 2013 |
FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHLON ENERGY INC. Exhibit 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATHLON ENERGY INC. Athlon Energy Inc. (the “Corporation”), a corporation organized and existing under the laws and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. The name of the Corporation is Athlon Energy Inc. 2. The original Certificate of Incorporation of the Corporation (the “O |
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| June 27, 2013 |
FORM OF AMENDED AND RESTATED BYLAWS ATHLON ENERGY INC. ARTICLE I. OFFICES AND RECORDS Exhibit 3.2 FORM OF AMENDED AND RESTATED BYLAWS OF ATHLON ENERGY INC. ARTICLE I. OFFICES AND RECORDS SECTION 1.1 Delaware Office. The registered office of Athlon Energy Inc. (the “Corporation”) in the State of Delaware shall be located in the City of Wilmington, County of New Castle, and the name and address of its registered agent is c/o Corporation Service Company, 2711 Centerville Road, Suite 4 |
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| June 27, 2013 |
ATHLON ENERGY INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT Exhibit 10.12 ATHLON ENERGY INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement (this “Agreement”) is made as of this day of 2013, by and between Athlon Energy Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”). WHEREAS, the Company desires to attract and retain the services of highly qualified individuals to act as dire |
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| June 27, 2013 |
Exhibit 10.14 FORM OF EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2013, is entered into by and among Athlon Energy Inc., a Delaware corporation (the “Corporation”), and each of the Partners (as defined herein). RECITALS WHEREAS, the parties desire to provide for the exchange of limited partner interests (“Units”) in Athlon Holdings LP, a Delaware limited partnershi |
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| June 27, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on June 26, 2013 Registration No. |
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| June 27, 2013 |
FORM OF TAX RECEIVABLE AGREEMENT Exhibit 10.13 FORM OF TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2013, is hereby entered into by and among Athlon Energy Inc., a Delaware corporation (the “Corporation”), Athlon Holdings LP, a Delaware limited partnership (the “Partnership”), and each of the Partners (as defined herein). RECITALS WHEREAS, the Partners own |
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| June 5, 2013 |
CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS Exhibit 99.1 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 9601 AMBERGLEN BLVD., SUITE 117 306 WEST SEVENTH STREET, SUITE 302 1000 LOUISIANA STREET, SUITE 625 AUSTIN, TEXAS 78729-1106 FORT WORTH, TEXAS 76102-4987 HOUSTON, TEXAS 77002-5008 512-249-7000 817- 336-2461 713-651-9944 www.cgaus.com February 20, 2012 Mr. Robert C. Reeves CEO and President Athlon Energy Operating LLC 420 Throc |
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| June 5, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on June 5, 2013 Registration No. |
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| June 5, 2013 |
Subsidiaries of Athlon Energy Inc. as of June 5, 2013 Exhibit 21.1 Subsidiaries of Athlon Energy Inc. as of June 5, 2013 Name of Subsidiary State or other Jurisdiction of Incorporation or Organization Athlon Holdings LP Delaware Athlon Energy LLC Delaware Athlon Energy LP Delaware Athlon FE Energy LP Delaware Athlon Energy Operating LLC Delaware Athlon FE Operating LLC Delaware Athlon Finance Corp. Delaware |
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| June 5, 2013 |
Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 19, 2013 among ATHLON HOLDINGS LP, as the Borrower, The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Bank, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO SECURITIES, LLC, as Co-Lead Arranger |
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| June 5, 2013 |
CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS Exhibit 99.3 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 9601 AMBERGLEN BLVD., SUITE 117 306 WEST SEVENTH STREET, SUITE 302 1000 LOUISIANA STREET, SUITE 625 AUSTIN, TEXAS 78729-1106 FORT WORTH, TEXAS 76102-4987 HOUSTON, TEXAS 77002-5008 512-249-7000 817- 336-2461 713-651-9944 www.cgaus.com February 15, 2013 Mr. Robert C. Reeves CEO and President Athlon Holdings LP 420 Throckmorton S |
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| June 5, 2013 |
BORROWING BASE REDETERMINATION AND FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTEE AGREEMENT Exhibit 10.2 BORROWING BASE REDETERMINATION AND FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTEE AGREEMENT THIS BORROWING BASE REDETERMINATION AND FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTEE AGREEMENT (herein called this “Amendment”) is made as of May 31, 2013 by and among Athlon Holdings LP, a Delaware limited partnership (the “Borrower”), Bank of America, N.A., as administrative agent (in |
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| June 5, 2013 |
811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Moscow Barcelona Munich Beijing New Jersey Boston New York Brussels Orange County Chicago Paris Doha Riyadh Dubai Rome Frankfurt San Diego Hamburg San Francisco Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madrid Washington, D.C. Mila |
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| June 5, 2013 |
ATHLON HOLDINGS LP ATHLON FINANCE CORP. 73/8% Senior Notes due 2021 REGISTRATION RIGHTS AGREEMENT Exhibit 4.3 Execution Version $500,000,000 ATHLON HOLDINGS LP ATHLON FINANCE CORP. 73/8% Senior Notes due 2021 REGISTRATION RIGHTS AGREEMENT April 17, 2013 Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representative of the Initial Purchasers Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Ladies and Gentlemen: Athlon Holdings LP, a Delaware limi |
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| June 5, 2013 |
CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS Exhibit 99.2 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 9601 AMBERGLEN BLVD., SUITE 117 306 WEST SEVENTH STREET, SUITE 302 1000 LOUISIANA STREET, SUITE 625 AUSTIN, TEXAS 78729-1106 FORT WORTH, TEXAS 76102-4987 HOUSTON, TEXAS 77002-5008 512-249-7000 817- 336-2461 713-651-9944 www.cgaus.com February 20, 2012 Mr. Robert C. Reeves CEO and President Athlon FE Operating LLC 420 Throckmor |
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| June 5, 2013 |
Exhibit 4.2 EXECUTION VERSION ATHLON HOLDINGS LP and ATHLON FINANCE CORP. as Issuers and the Subsidiary Guarantors party hereto from time to time 73/8% Senior Notes due 2021 INDENTURE Dated as of April 17, 2013 and Wells Fargo Bank, National Association as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 4 |
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| April 29, 2013 |
Exhibit 4.2 EXECUTION VERSION ATHLON HOLDINGS LP and ATHLON FINANCE CORP. as Issuers and the Subsidiary Guarantors party hereto from time to time 73/8% Senior Notes due 2021 INDENTURE Dated as of April 17, 2013 and Wells Fargo Bank, National Association as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 4 |
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| April 29, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 29, 2013 Registration No. |
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| April 29, 2013 |
CAWLEY, GILLESPIE & ASSOCIATES, INC. Exhibit 99.2 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 9601 AMBERGLEN BLVD., SUITE 117 306 WEST SEVENTH STREET, SUITE 302 1000 LOUISIANA STREET, SUITE 625 AUSTIN, TEXAS 78729-1106 FORT WORTH, TEXAS 76102-4987 HOUSTON, TEXAS 77002-5008 512-249-7000 817- 336-2461 713-651-9944 www.cgaus.com February 20, 2012 Mr. Robert C. Reeves CEO and President Athlon FE Operating LLC 420 Throckmor |
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| April 29, 2013 |
ATHLON HOLDINGS LP ATHLON FINANCE CORP. 73/8% Senior Notes due 2021 REGISTRATION RIGHTS AGREEMENT Exhibit 4.3 Execution Version $500,000,000 ATHLON HOLDINGS LP ATHLON FINANCE CORP. 73/8% Senior Notes due 2021 REGISTRATION RIGHTS AGREEMENT April 17, 2013 Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representative of the Initial Purchasers Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Ladies and Gentlemen: Athlon Holdings LP, a Delaware limi |
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| April 29, 2013 |
CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS Exhibit 99.3 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 9601 AMBERGLEN BLVD., SUITE 117 306 WEST SEVENTH STREET, SUITE 302 1000 LOUISIANA STREET, SUITE 625 AUSTIN, TEXAS 78729-1106 FORT WORTH, TEXAS 76102-4987 HOUSTON, TEXAS 77002-5008 512-249-7000 817- 336-2461 713-651-9944 www.cgaus.com February 15, 2013 Mr. Robert C. Reeves CEO and President Athlon Holdings LP 420 Throckmorton S |
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| April 29, 2013 |
Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 19, 2013 among ATHLON HOLDINGS LP, as the Borrower, The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Bank, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO SECURITIES, LLC, as Co-Lead Arranger |
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| April 29, 2013 |
811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Moscow Barcelona Munich Beijing New Jersey Boston New York Brussels Orange County Chicago Paris April 29, 2013 Doha Riyadh Dubai Rome Frankfurt San Diego Hamburg San Francisco Hong Kong Shanghai CONFIDENTIAL SUBMISSION Houston Silicon Valley London Singapore Pursuan |
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| April 29, 2013 |
Subsidiaries of Athlon Energy Inc. as of April 29, 2013 Exhibit 21.1 Subsidiaries of Athlon Energy Inc. as of April 29, 2013 Name of Subsidiary State or other Jurisdiction of Incorporation or Organization Athlon Holdings LP Delaware Athlon Energy LLC Delaware Athlon Energy LP Delaware Athlon FE Energy LP Delaware Athlon Energy Operating LLC Delaware Athlon FE Operating LLC Delaware Athlon Finance Corp. Delaware |
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| April 29, 2013 |
CAWLEY, GILLESPIE & ASSOCIATES, INC. Exhibit 99.1 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 9601 AMBERGLEN BLVD., SUITE 117 306 WEST SEVENTH STREET, SUITE 302 1000 LOUISIANA STREET, SUITE 625 AUSTIN, TEXAS 78729-1106 FORT WORTH, TEXAS 76102-4987 HOUSTON, TEXAS 77002-5008 512-249-7000 817- 336-2461 713-651-9944 www.cgaus.com February 20, 2012 Mr. Robert C. Reeves CEO and President Athlon Energy Operating LLC 420 Throc |
