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, $0.01 PAR VALUE

(Title of Class of Securities)

047477104

(CUSIP Number of Class of Securities)

Corporate Secretary

Encana Corporation

Suite 4400, 500 Centre Street SE

Calgary, Alberta, Canada T2P 2S5

(403) 645-2000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With a copy to:

Andrew J. Foley

Adam M. Givertz

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, N.Y. 10019-6064

(212) 373-3000

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee**
$5,818,577,427.00	$676,118.70

* Estimated solely for purposes of calculating the filing fee. The transaction value calculation does not take into account the effect of any cash received or deemed received by Athlon Energy Inc. (“Athlon”) in connection with the exercise of any outstanding equity awards. The transaction value was determined by multiplying (a) $58.50, the tender offer price, by (b) the sum of (i) 97,134,446, the number of issued and outstanding Shares (as defined below), (ii) 1,767,619 Shares (at maximum performance levels) subject to outstanding awards of Athlon restricted shares and (iii) 560,797 Shares (at maximum performance levels) subject to outstanding awards of Athlon restricted stock units. The foregoing figures have been provided by the issuer to the offerors and are as of October 6, 2014, the most recent practicable date.

** The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2015, issued August 29, 2014, by multiplying the transaction value by 0.00011620.

x  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $676,118.70	Filing Party: Encana Corporation and Alenco Acquisition Company Inc.
Form or Registration No.: Schedule TO	Date Filed: October 10, 2014

¨  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x  third-party tender offer subject to Rule 14d-1.

¨  issuer tender offer subject to Rule 13e-4.

¨  going-private transaction subject to Rule 13e-3.

¨  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Encana Corporation, a Canadian corporation (“Encana”), and Alenco Acquisition Company Inc. (“Purchaser”), a Delaware corporation and an indirect wholly owned subsidiary of Encana, with the Securities and Exchange Commission on October 10, 2014 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase all of the shares of common stock, par value $0.01 per share (the “Shares”), of Athlon Energy Inc., a Delaware corporation (“Athlon”), that are issued and outstanding at a price of $58.50 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 10, 2014 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). All information contained in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules thereto, is hereby incorporated herein by reference in response to Items 1 through 9 and Item 11 in the Schedule TO.

This Amendment is being filed to amend and supplement Items 1 through 9 and Item 11 as reflected below and to amend and supplement Item 12 with additional exhibits.

Items 1 through 9 and 11.

Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:

A. The following text is hereby added to the cover page of the Offer to Purchase:

“On November 3, 2014, Purchaser extended the initial Expiration Date until 12:00 midnight, New York City time, on Wednesday, November 12, 2014 (one minute after 11:59 P.M. New York City time, on Wednesday, November 12, 2014). The Offer may be further extended as described in this Offer to Purchase. Based on information provided by the depositary for the Offer, as of 4:30 P.M. New York City time on October 31, 2014, approximately 35,302,143 Shares had been validly tendered and not withdrawn pursuant to the Offer. The press release announcing the extension of the Offer is attached as Exhibit (a)(5)(xiii) to the Schedule TO (as defined below). As described in the press release, on November 3, 2014, Encana and the other defendants named therein entered into a memorandum of understanding (the “Memorandum of Understanding”) providing for the settlement of certain litigation in relation to the Offer and the Merger. In connection with the Memorandum of Understanding, Encana, Purchaser and Athlon also entered into an amendment to the Merger Agreement, a copy of which is attached as Exhibit (d)(8) to the Schedule TO, and a summary description of which is set forth below in Section 11 – “The Merger Agreement; Other Agreements—Amendment to the Merger Agreement.”

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B. The text appearing in the box on the cover page is hereby amended and restated in its entirety as follows:

“THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 12, 2014 (ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON NOVEMBER 12, 2014), UNLESS THE OFFER IS EXTENDED.”

C. The first paragraph of the cover page of the Offer to Purchase is hereby amended and restated in its entirety as follows:

“The Offer (as defined below) is being made pursuant to the Agreement and Plan of Merger, dated as of September 27, 2014, as amended on November 3, 2014 (as it may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among Athlon Energy Inc., a Delaware corporation (“Athlon”), Encana Corporation, a Canadian corporation (“Encana”), and Alenco Acquisition Company Inc., a Delaware corporation and an indirect wholly owned subsidiary of Encana (“Purchaser”). Purchaser is offering to purchase all of the shares of common stock, par value $0.01 per share (the “Shares”), of Athlon that are issued and outstanding at a price of $58.50 per Share, net to the seller in cash (the “Offer Price”), without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in this offer to purchase (this “Offer to Purchase”) and the related letter of transmittal (the “Letter of Transmittal”), which, together with any amendments or supplements hereto and thereto, collectively constitute the “Offer.””

D. The fifth paragraph of the cover page of the Offer to Purchase is hereby amended and restated in its entirety as follows:

“The Offer is not subject to any financing condition. The Offer is conditioned upon: (i) there being validly tendered (not including any Shares tendered pursuant to guaranteed delivery procedures that were not actually delivered prior to the Expiration Date (as defined below)) and not validly withdrawn prior to 12:00 midnight, New York City time, on November 12, 2014 (one minute after 11:59 P.M., New York City time, on November 12, 2014) (the “Expiration Date,” unless Purchaser extends the Offer pursuant to and in accordance with the terms of the Merger Agreement, in which event “Expiration Date” will mean the latest time and date at which the Offer, as so extended by us, will expire) that number of Shares that would represent one Share more than one-half ( 1/2) of the sum of (A) all Shares then outstanding and (B) all Shares that Athlon may be required to issue under the Exchange Agreement (as defined below) and upon the vesting (including vesting solely as a result of the consummation of the Offer), conversion, settlement or exercise of all then-outstanding warrants, options, benefit plans, obligations or securities convertible or exchangeable into Shares, or other rights to acquire or be issued Shares (including all then-outstanding restricted shares, restricted stock units and other equity-based awards denominated in Shares granted pursuant to the Athlon Stock Plan (as defined below)), regardless of the conversion or exercise price or other terms and conditions thereof; and (ii) other customary conditions as described in this Offer to Purchase. See Section 15—“Conditions to the Offer.” After the

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consummation of the Offer and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Encana, Purchaser and Athlon will cause the Merger to become effective as promptly as practicable without a meeting of stockholders of Athlon in accordance with Section 251(h) of the DGCL.”

E. The text appearing next to the heading “Scheduled Expiration Date:” on the third line of the Summary Term Sheet is hereby amended and restated in its entirety as follows:

“12:00 midnight, New York City time, on November 12, 2014 (one minute after 11:59 P.M., New York City time, on November 12, 2014), unless the Offer (as defined below) is extended.”

F. The following sentence is hereby added to the end of the answer to the eleventh question of the Summary Term Sheet entitled “Have any stockholders already agreed to tender their Shares in the Offer or to otherwise support the Offer?”:

“On November 3, 2014, Encana and Purchaser executed letters addressed to each Supporting Stockholder, wherein Encana and Purchaser agreed to waive and release the Supporting Stockholders from all of their respective covenants and obligations under the Tender Support Agreements. See Section 11—“The Merger Agreement; Other Agreements—Release Letters.”

G. The first sentence of the answer to the twelfth question of the Summary Term Sheet entitled “How long do I have to decide whether to tender pursuant to the Offer” is hereby amended and restated in its entirety as follows:

“You will be able to tender your Shares pursuant to the Offer until 12:00 midnight, New York City time, on November 12, 2014 (one minute after 11:59 P.M., New York City time, on November 12, 2014) (the “Expiration Date,” unless we extend the Offer pursuant to and in accordance with the terms of the Merger Agreement, in which event “Expiration Date” will mean the latest time and date at which the Offer, as so extended by us, will expire).”

H. The last sentence of the subsection entitled “The Offer” in Section 11—“The Merger Agreement; Other Agreements—The Merger Agreement” of the Offer to Purchase is hereby amended and restated in its entirety as follows:

“The initial Expiration Date will be 12:00 midnight, New York City time, on November 12, 2014 (one minute after 11:59 P.M., New York City time, on November 12, 2014).”

I. The following paragraphs are hereby added as a new subsection to Section 11—“The Merger Agreement; Other Agreements” of the Offer to Purchase immediately following the last paragraph of Section 11—“The Merger Agreement; Other Agreements—The Merger Agreement” of the Offer to Purchase:

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“Amendment to Merger Agreement

The following summary description of the Amendment to Merger Agreement is qualified in its entirety by reference to the full text of the Amendment to Merger Agreement, a copy of which is filed as Exhibit (d)(8) to the Schedule TO and is incorporated herein by reference, which you may examine and copy as set forth in Section 8—“Certain Information Concerning Purchaser and Encana” above.

On November 3, 2014, Encana, Purchaser and Athlon entered into an Amendment to the Agreement and Plan of Merger (the “Amendment to Merger Agreement”), which amends the Merger Agreement as follows:

• the definition of “Material Adverse Effect” has been revised such that no change, event, circumstance or development that occurs after 12:00 midnight, New York City time, on November 7, 2014 (one minute after 11:59 p.m., New York City time, on November 7, 2014) shall be deemed to be, or taken into account in determining whether there has been or would reasonably be expected to be, a Material Adverse Effect;

• the Termination Fee has been reduced from $207.5 million to $59.3 million;

• Athlon’s obligations to provide prior written notice to Encana for the Notice Period (including any subsequent Notice Period in connection with material revisions to a Superior Proposal) and to negotiate in good faith with Encana with respect to a Superior Proposal or a Change of Board Recommendation, all as described in “- Athlon Board’s Recommendation; Change of Board Recommendation” above, have been removed;

• an obligation has been added requiring Athlon to publicly disclose, within no more than 24 hours of such Acquisition Proposal being made, the fact of any bona fide and written Acquisition Proposal having been made, provided such Acquisition Proposal would result in any person or entity becoming the beneficial owner (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of 100% of the outstanding Shares or all or substantially all of the assets of Athlon and its subsidiaries, taken as a whole, regardless of whether the Athlon Board affirmatively deems it a Superior Proposal; and

• the initial Expiration Date has been extended to 12:00 midnight, New York City time, on November 12, 2014 (one minute after 11:59 p.m., New York City time on November 12, 2014).”

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J. The table included in the subsection entitled “Tender Support Agreements” of Section 11 of the Offer to Purchase entitled “The Merger Agreement; Other Agreements” is hereby amended and restated in its entirety as follows:

Supporting Stockholder	Number of Shares
AP Overseas VII (Athlon FC) Holdings, L.P.		11,808,051
Apollo Athlon Holdings, L.P.		13,431,621
William B.D. Butler		342,109
Melvyn E. Foster, Jr.		698,894
Ted A. Gardner		86,453
Bud W. Holmes		1,139,522
J. Barton Kalsu		3,953
David B. McClelland		706,122
Jennifer L. Palko		1,034,199
James R. Plemons		509,914
Robert C. Reeves		4,776,869
John Souders		217,842
Mark A. Stevens		21,453
Nelson K. Treadway		1,473,383

K. The following paragraphs are hereby added as a new subsection to Section 11—“The Merger Agreement; Other Agreements” of the Offer to Purchase, immediately following the last paragraph of Section 11—“The Merger Agreement; Other Agreements—Tender Support Agreements” of the Offer to Purchase:

“Release Letters

The following summary description of the Release Letters is qualified in its entirety by reference to the full text of a form of such Release Letters, a copy of which is filed as Exhibit (d)(9) to the Schedule TO and is incorporated herein by reference, which you may examine and copy as set forth in Section 8—“Certain Information Concerning Purchaser and Encana” above.

On November 3, 2014, Encana and Purchaser executed letters addressed to each Supporting Stockholder (each, a “Release Letter”), wherein Encana and Purchaser agreed to waive and release the Supporting Stockholders from all of their respective covenants and obligations under the Tender Support Agreements.”

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L. The information set forth in Section 17 – “Certain Legal Matters; Regulatory Approvals – Litigation” of the Offer to Purchase is hereby amended and restated in its entirety to read as follows:

“Following the announcement of the execution of the Merger Agreement: (i) a purported stockholder class action and derivative action challenging the Merger was filed in the District Court of Tarrant County, Texas on October 6, 2014, being Matt Youdall, Individually and on Behalf of All Others Similarly Situated and Derivatively on Behalf of Athlon Energy Inc. v. Encana Corporation et al, Case No. 342-274894-14 (the “Youdall Complaint”); (ii) a purported stockholder class action challenging the Merger was filed in the Court of Chancery of The State of Delaware on October 9, 2014, being Gary Shayne, individually and on behalf of all others similarly situated v. Athlon Energy Inc. et al, Case No. 10218 (the “Shayne Complaint”); (iii) a purported stockholder class action challenging the Merger was filed in the Court of Chancery of The State of Delaware on October 17, 2014, being Maxine Phillips, individually and on behalf of all others similarly situated v. Athlon Energy Inc. et al, Case No. 10246 (the “Phillips Complaint”); (iv) a purported stockholder class action challenging the Merger was filed in the Court of Chancery of The State of Delaware on October 17, 2014, being Mandle Rousseau, individually and on behalf of all others similarly situated v. Athlon Energy Inc. et al, Case No. 10250 (the “Rousseau Complaint”); and (v) a purported stockholder class action challenging the Merger was filed in the Court of Chancery of The State of Delaware on October 23, 2014, being The City of Cambridge Retirement System, on behalf of itself and on behalf of all others similarly situated v. Robert C. Reeves et al, Case No. 10277 (the “Cambridge Complaint,” and together with the Youdall Complaint, the Shayne Complaint, the Phillips Complaint and the Rousseau Complaint, collectively, the “Complaints”).

The Youdall Complaint names as defendants the members of the Athlon Board, Encana and us. Each of the Shayne Complaint, the Phillips Complaint and the Rousseau Complaint names as defendants Athlon, the members of the Athlon Board, Encana and us. The Cambridge Complaint names as defendants the members of the Athlon Board, Apollo Global Management, LLC, Encana and us. The Complaints allege that the members of the Athlon Board breached their fiduciary duties to Athlon’s stockholders in connection with the Merger, and that the Merger Agreement contemplates inadequate and unfair consideration, was the product of an inadequate sales process and contains unreasonable deal protection devices that purportedly preclude competing offers. The Complaints further allege that Encana and, in the case of the Cambridge Complaint, Apollo Global Management, LLC, aided and abetted the purported breaches of fiduciary duty. The Phillips Complaint, the Rousseau Complaint and the Cambridge Complaint also allege that the Schedule 14D-9 filed by Athlon is materially misleading and/or fails to disclose material information necessary for a reasonable stockholder to make an informed decision regarding the Offer. The actions seek injunctive relief, including enjoining or rescinding the Merger, and an award of other unspecified attorneys’ and other fees and costs, in addition to other relief.

The outcome of these matters cannot be predicted with any certainty. A preliminary injunction could delay or jeopardize the completion of the Offer or the Merger, and an adverse judgment granting permanent injunctive relief could indefinitely enjoin completion of the Offer or the Merger. See Section 17 – “Certain Legal Matters; Regulatory Approvals – Litigation – Memorandum of Understanding” for a summary description of the Memorandum of Understanding which provides for the settlement of the Complaints.

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A copy of each of the Youdall Complaint, the Shayne Complaint, the Phillips Complaint, the Rousseau Complaint and the Cambridge Complaint are attached to the Schedule TO as Exhibits (a)(5)(vii), (a)(5)(ix), (a)(5)(x), (a)(5)(xi) and (a)(5)(xii) respectively, and are hereby incorporated by reference.

Memorandum of Understanding. The following summary description of the Memorandum of Understanding is qualified in its entirety by reference to the full text of the Memorandum of Understanding, a copy of which is filed as Exhibit (a)(5)(xiv) to the Schedule TO and is incorporated herein by reference, which you may examine and copy as set forth in Section 8—“Certain Information Concerning Purchaser and Encana” above.

On November 3, 2014, the parties to the Complaints filed in the Court of Chancery of The State of Delaware and the District Court of Tarrant County, Texas, entered into a memorandum of understanding (the “Memorandum of Understanding”) providing for the settlement of the Complaints, pursuant to which, among other things, Encana, Purchaser and Athlon agreed to amend certain provisions of the Merger Agreement. Pursuant to the Memorandum of Understanding, the plaintiffs agreed to stay the proceedings in the Complaints pending the negotiation, execution and final approval of a settlement agreement and settlement by the Court of Chancery of The State of Delaware.

Under the Memorandum of Understanding, the settlement would resolve the allegations by all plaintiffs in the Complaints against all defendants in the Complaints in connection with the Merger Agreement, and any disclosures related to the transactions contemplated thereby and, pending approval of the Court of Chancery of The State of Delaware, provide for a release by the putative class of Athlon’s stockholders of all claims asserted against all defendants in the Complaints and certain related persons in connection with the Merger Agreement and the transactions contemplated thereby.

Pursuant to the Memorandum of Understanding, Encana, Athlon and Purchaser agreed, among other things, to amend the Merger Agreement to (a) reduce the amount of the Termination Fee, (b) waive Athlon’s obligations to provide prior written notice and negotiate in good faith with Encana with respect to a Superior Proposal or Change of Board Recommendation, (c) require Athlon to publicly disclose, within 24 hours, the fact of any bona fide and written Acquisition Proposal having been made, provided such Acquisition Proposal would result in any person or entity becoming the beneficial owner (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of 100% of the outstanding Shares or all or substantially all of the assets of Athlon and its subsidiaries, taken as a whole, regardless of whether the Athlon Board affirmatively deems it a Superior Proposal, and (d) extend the initial expiration date of the Offer until 12:00 midnight, New York City time, on November 12, 2014 (one minute after 11:59 P.M., New York City time, on November 12, 2014). The amendments to the Merger Agreement are more fully described in Section 11—“The Merger Agreement; Other Agreements—Amendment to Merger Agreement.” Pursuant to the Memorandum of Understanding, Athlon will amend its Schedule 14D-9 to include additional supplemental disclosures.

Pursuant to the Memorandum of Understanding, Encana and Purchaser agreed to fully release each of the Supporting Stockholders from its obligations under its Tender Support Agreement. See Section 11—“Merger Agreement; Other Agreements—Release Letters.”

In addition, the settlement is subject to the satisfaction of additional conditions relating to, among other things, negotiation of a definitive settlement agreement and receipt of approval of the settlement from the Court of Chancery of The State of Delaware. There can be no assurance that the parties will ultimately enter into a definitive settlement agreement or that the Court of Chancery of The State of Delaware will approve the settlement. If a definitive settlement agreement is not executed or the conditions to settlement are not met, the settlement as contemplated by the Memorandum of Understanding would be of no further force and effect.”

M. All references to the scheduled expiration date of the Offer being “12:00 midnight, New York City time, on Friday, November 7, 2014 (one minute after 11:59 P.M. New York City time, on Friday, November 7, 2014),” set forth in the Letter of Transmittal (Exhibit (a)(1)(ii)), Notice of Guaranteed Delivery (Exhibit (a)(1)(iii)), Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(iv)) and Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(v)) are hereby replaced with “12:00 midnight, New York City time, on Wednesday, November 12, 2014 (one minute after 11:59 P.M. New York City time, on Wednesday, November 12, 2014).

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

Index No.
(a)(5)(xiii)	Press Release issued by Encana, dated November 3, 2014.
(a)(5)(xiv)	Memorandum of Understanding, dated November 3, 2014, by and among the parties to the actions described in the Complaints.
(d)(8)	Amendment to the Agreement and Plan of Merger, dated November 3, 2014, by and among Athlon, Encana and Purchaser.
(d)(9)	Form of Release Letter, dated November 3, 2014, executed by Encana and Purchaser and addressed to the Supporting Stockholders.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 3, 2014

ENCANA CORPORATION
By:	/s/ Jeffrey G. Paulson
	Name:	Jeffrey G. Paulson
	Title:	Vice-President, Corporate Legal Services & Corporate Secretary
ALENCO ACQUISITION COMPANY INC.
By:	/s/ Andrew L. Rogers
	Name:	Andrew L. Rogers
	Title:	Vice-President

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EXHIBIT INDEX

Index No.
(a)(1)(i)*	Offer to Purchase, dated October 10, 2014.
(a)(1)(ii)*	Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Form W-9).
(a)(1)(iii)*	Form of Notice of Guaranteed Delivery.
(a)(1)(iv)*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)*	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi)*	Summary Advertisement as published in The New York Times on October 10, 2014.
(a)(5)(i)	Joint Press Release issued by Encana and Athlon, dated September 29, 2014 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Encana with the Securities and Exchange Commission on September 29, 2014).
(a)(5)(ii)	Investor Presentation, dated September 29, 2014 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Encana with the Securities and Exchange Commission on September 29, 2014).
(a)(5)(iii)	Transcript of Investor Conference Call held by Encana on September 29, 2014 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Encana with the Securities and Exchange Commission on September 30, 2014).
(a)(5)(iv)	Transcript of Media Conference Call held by Encana on September 29, 2014 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Encana with the Securities and Exchange Commission on September 30, 2014).
(a)(5)(v)	Transcript of Video Announcing the Acquisition (incorporated by reference to Exhibit 99.3 to the Schedule TO-C filed by Encana with the Securities and Exchange Commission on September 30, 2014).
(a)(5)(vi)	Investor Presentation, dated October 1, 2014 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Encana with the Securities and Exchange Commission on October 1, 2014).
(a)(5)(vii)*	Complaint filed by Matt Youdall, individually, on behalf of all others similarly situated and derivatively on behalf of Athlon, on October 6, 2014, in the District Court of Tarrant County, Texas.
(a)(5)(viii)*	Press Release issued by Encana, dated October 10, 2014.
(a)(5)(ix)*	Complaint filed by Gary Shayne, individually and on behalf of all others similarly situated, on October 9, 2014, in the Court of Chancery of The State of Delaware.
(a)(5)(x)*	Complaint filed by Maxine Phillips, individually and on behalf of all others similarly situated, on October 17, 2014, in the Court of Chancery of The State of Delaware.
(a)(5)(xi)*	Complaint filed by Mandle Rousseau, individually and on behalf of all others similarly situated, on October 17, 2014, in the Court of Chancery of The State of Delaware.
(a)(5)(xii)*	Complaint filed by The City of Cambridge Retirement System, on behalf of itself and on behalf of all others similarly situated, on October 23, 2014, in the Court of Chancery of The State of Delaware.
(a)(5)(xiii)	Press Release issued by Encana, dated November 3, 2014.
(a)(5)(xiv)	Memorandum of Understanding, dated November 3, 2014, by and among the parties to the actions described in the Complaints.
(d)(1)	Agreement and Plan of Merger, dated September 27, 2014, by and among Athlon, Encana and Purchaser (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Athlon with the Securities and Exchange Commission on October 2, 2014).
(d)(2)*	Confidentiality Agreement, dated September 5, 2014, by and between Encana and Athlon.
(d)(3)*	Form of Tender Support Agreement, dated September 27, 2014, by and among Encana, Purchaser and AP Overseas VII (Athlon FC) Holdings, L.P., Apollo Athlon Holdings, L.P and certain directors of Athlon.
(d)(4)*	Form of Tender Support Agreement, dated September 27, 2014, by and among Encana, Purchaser and certain members of Athlon’s management.
(d)(5)*	Form of Non-Exchange Agreement, dated September 27, 2014, by and among Encana, Purchaser, Athlon and certain unitholders of Athlon Holdings LP.
(d)(6)	Form of Amendment to Employment Agreement, dated September 27, 2014, by and between Athlon and Robert C. Reeves (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Athlon with the Securities and Exchange Commission on October 2, 2014).

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Index No.
(d)(7)	Form of Amendment to Employment Agreements, dated September 27, 2014, by and between Athlon and certain officers of Athlon (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Athlon with the Securities and Exchange Commission on October 2, 2014).
(d)(8)	Amendment to the Agreement and Plan of Merger, dated November 3, 2014, by and among Athlon, Encana and Purchaser.
(d)(9)	Form of Release Letter, dated November 3, 2014, executed by Encana and Purchaser and addressed to the Supporting Stockholders.
(g)	Not applicable.
(h)	Not applicable.

* Previously filed.

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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 Energy Inc. (Athlon) (NYSE: ATHL) for US$58.50 per share, net to the seller in cash, without interest, less any applicable withholding taxes, has been extended until 12:00 midnight (New York City time) on Wednesday, November 12, 2014 (one minute after 11:59 P.M. New York City time, on Wednesday, November 12, 2014). The Offer was previously scheduled to expire at 12:00 midnight (New York City time) on Friday, November 7, 2014 (one minute after 11:59 P.M. New York City time, on Friday, November 7, 2014).

Based on information provided by the depository for the Offer, as of 4:30 P.M. New York City time on Friday, October 31, 2014, approximately 35,302,143 shares of common stock of Athlon were validly tendered and not validly withdrawn from the Offer.

The Offer is being extended in connection with the entry into a memorandum of understanding (the “MOU”) by Encana and the other parties named therein, providing for the settlement of purported class action lawsuits filed in the Court of Chancery of the State of Delaware and the District Court of Tarrant County, Texas, relating to Encana’s agreement to acquire Athlon. Further details of the MOU can be found on an amendment to the Schedule TO filed today with the United States Securities and Exchange Commission (the “SEC”), which is available at www.sec.gov.

This communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Athlon or any other securities. A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, has been filed with the SEC by Encana, and a Solicitation/Recommendation Statement on Schedule 14D-9 has been filed with the SEC by Athlon. The offer to purchase shares of Athlon will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson, as Information Agent for the Offer, by calling (888) 658-5755 or by email at Athlonoffer@georgeson.com.

ADVISORY REGARDING FORWARD-LOOKING STATEMENTS - In the interests of providing Encana shareholders and potential investors with information regarding Encana, including management’s assessment of its subsidiaries’ future plans and operations, certain statements contained in this news release are forward-looking statements or information within the meaning of applicable securities legislation, collectively referred to herein as “forward-looking statements.” Forward-looking statements in this news release include, but are not limited to: the anticipated purchase price for Athlon shares by means of an all-cash tender offer; and the anticipated expiry time of the Offer.

Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause the company’s actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These assumptions, risks and uncertainties include, among other things: volatility of, and assumptions regarding natural gas and liquids prices, including substantial or extended decline of the same and their adverse effect on the company’s operations and financial condition and the value and amount of its reserves; assumptions based upon the company’s current guidance; fluctuations in currency and interest rates; risk that Encana may not conclude divestitures of certain assets or other transactions or receive amounts contemplated under the transaction agreements (such transactions may include third-party capital investments, farm-outs or partnerships, which Encana may refer to from time to time as “partnerships” or “joint ventures” and the funds received in respect thereof which Encana may refer to from time to time as “proceeds”, “deferred purchase price” and/or “carry capital”, regardless of the legal form) as a result of various conditions not being met; product supply and demand; market competition; risks inherent in the company’s and its subsidiaries’ marketing operations, including credit risks; imprecision of reserves estimates and estimates of recoverable quantities of natural gas and liquids from resource plays and other sources not currently classified as proved, probable or possible reserves or economic contingent resources, including future net revenue estimates; marketing margins; potential disruption or unexpected technical difficulties in developing new facilities; unexpected cost increases or technical difficulties in constructing or modifying processing facilities; risks associated with technology; the company’s ability to acquire or find additional reserves; hedging activities resulting in realized and unrealized losses; business interruption and casualty losses; risk of not operating all of its properties and assets; counterparty risk; risk of downgrade in credit rating and its adverse effects; liability for indemnification obligations to third parties; variability of dividends to be paid; its ability to generate sufficient cash flow from operations to meet its current and future obligations; its ability to access external sources of debt and equity capital; the timing and the costs of well and pipeline construction; the ability to secure adequate product transportation; changes in royalty, tax, environmental, greenhouse gas, carbon, accounting and other laws or regulations or the interpretations of such laws or regulations; political and economic conditions in the countries in which the company operates; terrorist threats; risks associated with existing and potential future lawsuits and regulatory actions made against the company; risk arising from price basis differential; risk arising from inability to enter into attractive hedges to protect the company’s capital program; and other risks and uncertainties described from time to time in the reports and filings made with securities regulatory authorities by Encana. There can be no assurance that the transaction will be completed. Completion of the transaction is subject to a number of risks and uncertainties, including, without limitation, that at least a majority of the Athlon shares on a fully diluted basis have tendered to the Offer, and other customary conditions. Although Encana believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the foregoing list of important factors is not exhaustive. In addition, assumptions relating to such forward-looking statements generally include Encana’s current expectations and projections made in light of, and generally consistent with, its historical experience and its perception of historical trends, including the conversion of resources into reserves and production as well as expectations regarding rates of advancement and innovation, generally consistent with and informed by its past experience, all of which are subject to the risk factors identified elsewhere in this news release.

Furthermore, the forward-looking statements contained in this news release are made as of the date hereof and, except as required by law, Encana undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

Encana Corporation

Encana is a leading North American energy producer that is focused on developing its strong portfolio of resource plays, held directly and indirectly through its subsidiaries, producing natural gas, oil and natural gas liquids (NGLs). By partnering with employees, community organizations and other businesses, Encana contributes to the strength and sustainability of the communities where it operates. Encana common shares trade on the Toronto and New York stock exchanges under the symbol ECA.

Further information on Encana Corporation is available on the company’s website, www.encana.com, or by contacting:

Investor contacts:	Media contacts:
Brian Dutton	Jay Averill
Director, Investor Relations	Director, Media Relations
(403) 645-2285	(403) 645-4747
Patti Posadowski	Doug McIntyre
Sr. Advisor, Investor Relations	Advisor, Media Relations
(403) 645-2252	(403) 645-6553

SOURCE: Encana Corporation

EX-99.(A)(5)(XIV)

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. (“Athlon”) and Encana Corporation (“Encana”) jointly announced that they had entered into an Agreement and Plan of Merger, dated as of September 27, 2014 (the “Merger Agreement”), pursuant to which Alenco Acquisition Company Inc. (“Merger Sub”), a wholly-owned subsidiary of Encana, would commence a tender offer (the “Offer”) to acquire all of the issued and outstanding shares of Athlon common stock for $58.50 per share in cash (the “Consideration”) and, following completion of the Offer, Merger Sub would be merged with and into Athlon pursuant to 8 Del. C. § 251(h) and shares of common stock not tendered pursuant to the Offer (other than any Cancelled Shares and any Dissenting Shares as specified in § 4.01 the Merger Agreement) would be cancelled and converted into the right to receive the Consideration (the “Proposed Transaction”);

WHEREAS, on October 6, 2014, plaintiff Matt Youdall filed a complaint in the District Court of Tarrant County, Texas styled Youdall v. Encana Corp., et al., Cause No. 342-274894-14 (the “Youdall Action”), alleging, among other things, that Robert C. Reeves, Gregory A. Beard, Rakesh Wilson, Ted A. Gardner, Wilson B. Handler, Mark A. Stevens and Bart Kalsu (the “Board”) breached their fiduciary duties in connection with their consideration and approval of the Proposed Transaction, and that Encana and Merger Sub aided and abetted those breaches of fiduciary duty;

WHEREAS, on October 9, 2014, plaintiff Gary Shayne filed a complaint in the Court styled Shayne v. Athlon Energy, Inc., et al., C.A. No. 10218-VCG (the “Shayne Action”), alleging, among other things, that that the Board breached its fiduciary duties in connection with their consideration and approval of the Proposed Transaction, and that Athlon, Encana and Merger Sub aided and abetted those breaches of fiduciary duty;

WHEREAS, on October 10, 2014, Encana filed with the United States Securities and Exchange Commission (the “SEC”) a Schedule TO containing Merger Sub’s offer to purchase in connection with the Proposed Transaction, which referenced that Encana and Merger Sub had entered into tender support agreements with certain “Supporting Stockholders” listed therein (the “Tender Support Agreements”), and attached as exhibits form Tender Support Agreements;

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WHEREAS, on October 10, 2014, Athlon filed with the SEC a Schedule 14D-9 (the “Recommendation Statement”) recommending that Athlon’s stockholders accept the offer and tender their shares to Merger Sub, and providing, among other things, information concerning the background of the Proposed Transaction;

WHEREAS, on October 17, 2014, plaintiffs Maxine Phillips and Mandle Rousseau filed separate complaints in the Court styled Phillips v. Athlon Energy Inc., et al., C.A. No. 10246-VCG and Rousseau v. Athlon Energy Inc., et al., C.A. No. 10250-VCG (the “Phillips Action” and “Rousseau Action,” respectively), alleging, among other things, that the Board breached its fiduciary duties in connection with their consideration and approval of the Proposed Transaction (including through alleged misleading or omitted disclosures in the Recommendation Statement), and that Encana and Merger Sub (and, in the Phillips Action, Athlon) aided and abetted those breaches of fiduciary duty;

WHEREAS, on October 17, 2014, plaintiff Rousseau also filed his First Request for the Production of Documents directed to all defendants;

WHEREAS, on October 23, 2014, plaintiffs’ counsel in the Shayne, Phillips, and Rousseau Actions entered into a stipulation and proposed order consolidating those three actions into one designated as In re Athlon Energy, Inc. Stockholder Litigation, Consol. C.A. No. 10250-VCG and appointing co-lead counsel and Delaware counsel (the “Consolidation Stipulation”). The Consolidation Stipulation also designated the complaint in the Rousseau Action as the operative complaint and deemed all documents as filed in the consolidated action;

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WHEREAS, on October 23, 2014, plaintiffs’ counsel and defense counsel in the Shayne, Phillips, and Rousseau Actions entered into a stipulation and proposed scheduling order providing for expedited discovery, a briefing schedule for plaintiffs’ motion for a preliminary injunction, and a tentative hearing date for that motion of November 6, 2014 (the “Scheduling Stipulation”);

WHEREAS, on October 23, 2014, plaintiff The City of Cambridge Retirement System filed a complaint styled The City of Cambridge Retirement System v. Reeves, et al., C.A. No. 10277-VCG (the “Cambridge Action,” and together with the Youdall, Shayne, Phillips and Rousseau Actions, the “Actions”), alleging, among other things, that the Board breached its fiduciary duties in connection with their consideration and approval of the Proposed Transaction (including through alleged misleading or omitted disclosures in the Recommendation Statement), and that Encana, Merger Sub and Apollo Global Management, LLC (“Apollo”) had aided and abetted those breaches of fiduciary duty;

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WHEREAS, on October 27, 2014, plaintiff in the Youdall Action entered into an agreement with counsel for Athlon and the individual defendants, in which plaintiff agreed, among other things, to stay defendants’ deadlines to file any responsive pleading until the Monday following the expiration of 30 days prior written notice from plaintiff, and not to take any action, seek any discovery, or move for any relief, including injunctive relief, until after defendants filed responsive pleadings.

WHEREAS, pursuant to the Scheduling Stipulation, plaintiffs in the Shayne, Phillips, Rousseau, and Cambridge Actions engaged in expedited fact discovery, including the (i) taking of depositions by plaintiffs’ counsel of (a) Robert C. Reeves, Athlon’s President and Chief Executive Officer, as well as Chairman of Athlon’s Board, (b) Ted A. Gardner, an independent director of Athlon’s Board, (c) Hank Hilliard, a representative of Goldman, Sachs & Co. (“Goldman Sachs”), and (d) Shaun Finnie, a representative of Evercore Group L.L.C. (“Evercore”), and (ii) production of over 23,000 pages of confidential non-public documents by Athlon, Goldman Sachs, and Evercore concerning, among other things, the process leading up to the Proposed Transaction and the valuation of Athlon, including emails and other electronic documents, Athlon Board minutes, Athlon Board presentations, and Goldman Sachs’ financial analyses;

WHEREAS, on October 31, 2014, the Court entered the Scheduling Stipulation as an order (the “Scheduling Order”) and provided for a hearing date for plaintiffs’ motion for a preliminary injunction of November 6, 2014 at 2:00 p.m.;

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WHEREAS, on October 31, 2014, plaintiffs’ counsel withdrew their motion for a preliminary injunction;

WHEREAS, plaintiffs in the Actions (“Plaintiffs”) represent that they will continue to own shares of Athlon common stock through consummation of the Proposed Transaction;

WHEREAS, counsel for the Plaintiffs have conducted investigations and discovery that include, among other things, four depositions, a review of publicly available documents related to the Proposed Transaction, and a review of more than 23,000 pages of confidential non-public documents;

WHEREAS, counsel for the parties to the Actions have engaged in arm’s-length discussions and negotiations concerning a possible settlement of the Actions based on Plaintiffs’ demands for certain modifications to the terms of the Merger Agreement and further disclosures to Athlon stockholders in connection with the Proposed Transaction;

WHEREAS, as a result of such arm’s-length negotiations, the parties in the Actions have reached an agreement-in-principle concerning the proposed settlement of the Actions, which they set forth herein;

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WHEREAS, in connection with settlement discussions and negotiations leading to the execution of this MOU, counsel for the parties to the Actions did not discuss the appropriateness or amount of any application by counsel for the Plaintiffs for an award of attorneys’ fees and expenses;

WHEREAS, following a full analysis of the strengths and weaknesses of their case, including review and analysis of certain confidential non-public documents and further review of deposition testimony, counsel for the Plaintiffs have concluded that the terms contained in this MOU are fair, reasonable, adequate and in the best interests of Plaintiffs and the Class (defined below) and that it is reasonable to pursue a settlement of the Actions based upon those terms and the procedures outlined herein; and

WHEREAS, each of the Board, Athlon, Encana, Merger Sub and Apollo (collectively, “Defendants”) has denied, and continues to deny, that he or it committed, or aided and abetted the commission of, any breach of fiduciary duty, or any other law, or engaged in any of the wrongful acts alleged in the Actions, and expressly maintains that he or it diligently and scrupulously complied with his or its fiduciary and other legal duties, to the extent such duties exist, and is entering into this MOU solely to eliminate the burden, expense, distraction and uncertainties inherent in further litigation;

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NOW THEREFORE, the parties to the Actions have reached an agreement-in-principle providing for the settlement of the Actions on the terms and subject to the conditions set forth below (the “Settlement”), and Plaintiffs and their counsel believe the Settlement is in the best interests of Athlon’s stockholders:

1. In consideration for the full settlement and release of the Settled Claims (to be defined in the Stipulation (as defined in Paragraph 5 below)) and the dismissal of the Actions, the parties to the Merger Agreement agree to promptly take all necessary actions: (i) to reduce the Company Termination Fee (as defined in § 1.01 of the Merger Agreement) from $207,500,000 to $59,300,000; (ii) to waive the requirement that Athlon provide prior written notice to, and negotiate in good faith with, Encana in the event of a Change of Board Recommendation or Athlon termination of the Merger Agreement to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (as contemplated under § 7.03(e) of the Merger Agreement); (iii) to fully release each of the Supporting Stockholders from its obligations under its Tender Support Agreement; (iv) to publicly disclose any bona fide proposal to acquire all of Athlon’s shares of common stock or all or substantially all of Athlon’s assets within 24 hours of receipt, regardless of whether the Board affirmatively deems it a Superior Proposal; (v) that Merger Sub’s offer be extended until 12:00 midnight, New York City time, on Wednesday, November 12, 2014 (one minute after 11:59 P.M. New

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York City time, on Wednesday, November 12, 2014) (together with (i)-(iv), the “Merger Term Modifications”); and (vi) to make supplemental disclosures to the Recommendation Statement (the “Supplemental Disclosures”), to be determined in good faith between the parties and to be incorporated herein as Exhibit A, and to file the Supplemental Disclosures with the SEC as soon as practicable after the date hereof. Plaintiffs and their counsel believe that, with the Supplemental Disclosures, the Recommendation Statement will be materially complete.

2. Without admitting any wrongdoing or that any of the Supplemental Disclosures were material or required to be made, Defendants acknowledge that the prosecution of the Actions and discussions with counsel for the Plaintiffs were the cause for (i) the Merger Term Modifications and (ii) the Supplemental Disclosures to be reflected in Exhibit A.

3. Within one business day of the execution of this MOU, counsel for the Plaintiffs shall inform the Court of the execution of this MOU.

4. Plaintiffs acknowledge and agree that the parties to the Proposed Transaction may negotiate or implement other and further amendments or modifications to the Merger Agreement and/or the Recommendation Statement, and Plaintiffs agree that they will not challenge or object to any such amendments or modifications as long as they are not inconsistent with the fairness of the Settlement as referenced in this MOU, and such amendments or modifications do not reduce the Consideration paid to stockholders under the Merger Agreement and are not inconsistent with Defendants’ fiduciary duties, if any.

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5. The parties to the Actions shall attempt in good faith to agree promptly upon an appropriate stipulation of settlement (the “Stipulation”) and such other documentation as may be required to obtain Final Approval of the Settlement (as defined below), and such Stipulation shall be executed and submitted to the Court for approval at the earliest practicable time, and no later than 21 calendar days following the date of execution of this MOU. The Stipulation shall contain all the material terms to this MOU and expressly provide that, among other things:

a. Defendants have denied, and continue to deny, that they have committed, or aided and abetted the commission of, any breach of fiduciary duty or any other law or engaged in any of the wrongful acts alleged in the Actions, and expressly maintain that they diligently and scrupulously complied with their fiduciary and other legal duties, to the extent such duties exist;

b. Defendants are entering into the Stipulation solely because the Settlement would eliminate the burden, expense, distraction and uncertainties inherent in further litigation;

c. Counsel for the Plaintiffs believe that the Plaintiffs’ claims have substantial merit at all relevant times and are entering into the Stipulation solely because they believe that it will provide a substantial benefit to Athlon stockholders; and

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d. Plaintiffs and their counsel have concluded that the Settlement is fair, reasonable, adequate and in the best interests of Plaintiffs and the Class, and that it is reasonable to pursue the Settlement based upon the terms and procedures outlined herein.

6. The Stipulation will further provide for, among other things:

a. Certification of a non-opt out class pursuant to Court of Chancery Rules 23(a), 23(b)(1) and (2), defined as any and all persons or entities who or which held Athlon common stock (excluding the Defendants and their immediate family members, any entity in which any Defendant has or had a controlling interest, and any successors in interest thereto) at any time from September 29, 2014 through and including the date of consummation or termination of the Proposed Transaction (the “Class”);

b. That all proceedings in the Actions, except for Settlement-related proceedings, shall be stayed until the Court rules upon a motion for Final Approval of the Settlement; and

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c. The exchange of full, complete and customary mutual releases by Plaintiffs and Defendants, including releases for Defendants’ insurance carriers.

7. The parties intend to memorialize as soon as practicable the Settlement in a Stipulation and such other documentation as may be required in order to obtain Final Approval of the Settlement by the Court and the dismissal of this Action with prejudice. In the event of the parties’ failure to agree in good faith on the form of such Stipulation and documentation, any party to the Actions may seek the assistance of the Court in facilitating the consummation of the Settlement as provided in this MOU. The Settlement shall be subject to the approval of the Court and any appeals that may be taken with respect to such approval. Should the Stipulation not be executed or the Settlement not be consummated in accordance with the terms described herein, this MOU and the Settlement contemplated herein shall be null and void and of no force and effect, and shall not be deemed to prejudice in any way the position of any party with respect to the Actions. In such event, and consistent with the applicable evidentiary rules, neither the existence of this MOU nor its contents shall be admissible in evidence or referred to for any purpose in the Actions or in any other action or proceeding, except as provided in Paragraph 9 below.

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8. Counsel for Plaintiffs reserves the right to seek an award of attorneys’ fees and expenses in this Court (the “Fee Award”). Defendants reserve the right to oppose the amount of any requested Fee Award but acknowledge that Counsel for Plaintiffs is entitled to seek a reasonable Fee Award in connection with the Settlement, subject to the Court’s approval. The parties agree to negotiate in good faith in an effort to reach an agreement on an appropriate Fee Award. The Court may consider and rule upon the fairness, reasonableness, and adequacy of the Settlement independently of any award of attorneys’ fees and expenses. The failure of the Court to approve any requested Fee Award, in whole or in part, shall have no effect on the Settlement, and final resolution by the Court of any requested Fee Award shall not be a precondition to the dismissal of the Actions. Athlon, its successor(s) and/or its insurance carrier(s) shall be responsible for paying or causing to be paid, on behalf of and for the benefit of all of the Defendants, the full amount of any Fee Award entered by the Court, within ten (10) business days of entry of the Court’s order awarding such fees, notwithstanding any appeals. In the event that any such order is reversed or modified on appeal, counsel for the Plaintiffs are jointly and severally obliged to refund to the Defendants the amount by which the fees and expenses were reduced. Except as provided herein, neither Plaintiffs nor Plaintiffs’ counsel nor any member of the Class shall seek any other fees, expenses or compensation relating to the Actions, and the Released Persons

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(to be defined in the Stipulation) shall bear no other expenses, costs, damages, or fees alleged or incurred by the Plaintiffs, by any member of the Class, or by any of their attorneys, experts, advisors, agents, or representatives, including, without limitation, in connection with the Youdall Action.

9. The Settlement is expressly conditioned on and subject to execution of the Stipulation as well as the following conditions: (i) final certification of the Class and (ii) Final Approval of the Settlement. In the event this MOU or the Stipulation is rendered null and void, Plaintiffs reserve the right to use the MOU in connection with any application for an award of attorneys’ fees and expenses in the Delaware Court of Chancery and Defendants reserve the right to oppose any such application.

10. The provisions contained in this MOU shall not be deemed a presumption, concession, or admission by any party of any fault, liability, or wrongdoing, or lack of merit as to any facts or claims alleged or asserted in the Actions or in any other action or proceeding, and shall not be interpreted, construed, deemed, invoked, offered, or received into evidence or otherwise used by any person in the Actions or in any other action or proceeding, whether civil, criminal, or administrative, except in connection with any proceeding to enforce the terms of the Settlement.

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11. Defendants shall be responsible for providing notice of the Settlement to the Class and Athlon or its successor(s) in interest or its insurance carrier(s) shall pay or cause to be paid all costs and expenses related to providing notice of the Settlement to the Class, as well as any costs and expenses related to the administration of the Settlement, and Plaintiffs and the other members of the Class shall not be responsible for any such notice costs.

12. Pending Final Approval of the Settlement by the Court, the parties in the Actions and their counsel hereby agree to stay the Actions, not to initiate any proceedings other than those incident to effecting the Settlement itself, not to seek any interim relief in favor of any member of the Class, and to seek to remove or withdraw any pending requests for interim relief.

13. The parties to this MOU agree to use their reasonable best efforts to prevent, stay, seek dismissal of, or oppose entry of, any interim or final relief in favor of any member of the Class in any other litigation against any of the parties to this MOU, which litigation challenges the Settlement or asserts a Settled Claim.

14. As used in this MOU, the term “Final Approval” means that the Court has entered a final order and judgment certifying the Class, approving the Settlement, dismissing the Actions with prejudice (and with Plaintiffs and their counsel agreeing not to pursue fees or costs against any defendant named in the Actions other than pursuant to Paragraph 8 above) and providing for mutual

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releases as set forth in Paragraph 6(c) above; and that such final order and judgment is final and no longer subject to further appeal or review, whether by affirmance on or exhaustion of any possible appeal or review, by writ of certiorari or otherwise, or by lapse of time or otherwise.

15. Plaintiffs and their counsel represent and warrant that (i) the Plaintiffs are Athlon stockholders and have been Athlon stockholders at all relevant times and continue to hold their stock in Athlon as of the date this MOU was signed, and (ii) none of the Plaintiffs’ claims or causes of action set forth in the Actions or in any of the complaints challenging the Proposed Transaction, have been assigned, encumbered or in any manner transferred in whole or in part.

16. Upon Final Approval of the Settlement, pursuant to the judgment, each member of the Class covenants not to sue, and each member of the Class shall be barred from suing, any Defendant or any other Released Person for any Settled Claim.

17. Upon Final Approval, the parties will take whatever actions necessary to dismiss the Youdall Action with prejudice.

18. This MOU constitutes the entire agreement among the parties with respect to the subject matter hereof, and may not be amended nor any of its provisions waived or amended except by a writing signed by all of the parties hereto.

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19. This MOU, the Stipulation, and the Settlement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to Delaware’s principles governing choice of law. The parties agree that any dispute arising out of or relating in any way to this MOU, the Stipulation, or the Settlement shall not be litigated or otherwise pursued in any forum or venue other than the Court, and the parties expressly waive any right to demand a jury trial as to any such dispute.

20. This MOU may be modified or amended only by a writing, signed by all of the signatories hereto, that refers specifically to this MOU.

21. This MOU may be executed in counterparts by facsimile, email or original signature by any of the signatories hereto and as so executed shall constitute one agreement.

22. This MOU shall be binding upon and shall inure to the benefit of the parties and their respective agents, successors, executors, heirs, and assigns.

23. This MOU shall be of no further force and effect upon the execution by all parties of the Stipulation, which shall supersede the terms of the MOU.

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Dated: November 3, 2014 Of Counsel:
ROBBINS GELLER RUDMAN & DOWD LLP		ANDREWS & SPRINGER LLC
By:	/s/ Randall J. Baron	Peter B. Andrews (#4623)
Randall J. Baron David T. Wissbroecker 655 West Broadway Suite 1900 San Diego, CA 92101 (619) 231-1058 Lead Counsel for Plaintiffs in the Consolidated Action and Counsel for Plaintiff Matt Youdall Of Counsel:		Craig J. Springer (#5529) 3801 Kennett Pike, Building C, Suite 305 Wilmington, DE 19807 (302) 504-4957 Delaware Counsel for Plaintiffs in the Consolidated Action
BERNSTEIN LITOWITZ BERGER & GROSSMAN LLP		FRIEDLANDER & GORRIS, P.A.
By:	/s/ Mark Lebovitch	Joel Friedlander (#3163) Christopher M. Foulds (#5169) Benjamin P. Chapple (#5871) 222 Delaware Avenue, Suite 1400 Wilmington, DE 19801 (302) 573-3500 Counsel for Plaintiff The City of Cambridge Retirement System
Mark Lebovitch Jeroen van Kwawegen John Vielandi 1285 Avenue of the Americas New York, NY 10019 (212) 554-1400 Counsel for Plaintiff The City of Cambridge Retirement System

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Of Counsel:
LATHAM & WATKINS LLP	RICHARDS, LAYTON & FINGER, P.A.
Jeff G. Hammel Blair Connelly Sarah M. Lightdale Blake T. Denton 885 Third Avenue New York, NY 10022 (212) 906-1600	By:	/s/ Srinivas M. Raju
	Srinivas M. Raju (#3313) Sarah A. Clark (#5872) One Rodney Square 920 North King Street Wilmington, DE 19801 (302) 651-7700 Counsel for Defendants Athlon Energy Inc., Robert C. Reeves, Gregory A. Beard, Rakesh Wilson, Ted A. Gardner, Wilson B. Handler, Mark A. Stevens, and Bart Kalsu
Of Counsel:
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP	PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
Andrew Gordon Moira E. Weinberg 1285 Avenue of the Americas New York, NY 10019-6064 (212) 373-3000	By:	/s/ Stephen P. Lamb
	Stephen P. Lamb (#2053) Daniel A. Mason (#5206) Matthew D. Stachel (#5419) 500 Delaware Avenue, Suite 200 Post Office Box 32 Wilmington, DE 19899-0032 (302) 655-4410 Counsel for Defendants Encana Corporation and Alenco Acquisition Company Inc.

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AKIN GUMP STRAUSS HAUER & FELD LLP
By:	/s/ Brian T. Carney
Brian T. Carney
One Bryant Park Bank of America Tower New York, NY 10036-6745 (212) 872-1000 Counsel for Apollo Global Management, LLC

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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 of Parent (“Acquisition Sub”) to amend that certain Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated as of September 27, 2014, by and among the Company, Parent and Acquisition Sub. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Merger Agreement.

WHEREAS, pursuant to Section 11.04(a) of the Merger Agreement, the Merger Agreement may be amended in a writing executed by each party to the Merger Agreement; and

WHEREAS, each of the Company, Parent and Acquisition Sub believes that it is in their mutual best interests to amend the Merger Agreement as described below.

NOW, THEREFORE, in consideration of the mutual agreements and covenants made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Parent and Acquisition Sub hereby amend the Merger Agreement as follows:

1. Amendments to Section 1.01(a).

(a) The definition of “Company Material Adverse Effect” in Section 1.01(a) of the Merger Agreement shall be amended by deleting the “.” at the end thereof and replacing it with the following:

“; provided, further, however, that no change, event, circumstance or development that occurs after 12:00 midnight, New York City time, on November 7, 2014 (one minute after 11:59 p.m., New York City time, on November 7, 2014) shall be deemed to be, or taken into account in determining whether there has been or would reasonably be expected to be, a Company Material Adverse Effect.”

(b) The definition of “Company Termination Fee” in Section 1.01(a) of the Merger Agreement shall be amended by deleting “$207.5 million” and replacing it with “$59.3 million”.

(c) The definition of “Superior Proposal” in Section 1.01(a) of the Merger Agreement shall be amended by deleting the following words: “(including any adjustment to the terms and conditions of this Agreement agreed to by Parent in writing pursuant to Section 7.03(e) in response to such Acquisition Proposal)”.

2. Amendment to Section 1.01(b). Section 1.01(b) of the Merger Agreement shall be amended by deleting the reference to “Notice Period” and its corresponding page reference from the table of defined terms.

3. Amendments to Section 7.03(e).

(a) Clause (1) of Section 7.03(e) of the Merger Agreement shall be amended by deleting the “; and” at the end thereof and replacing it with “.”

(b) Clauses (2) and (3) and the last sentence of Section 7.03(e) of the Merger Agreement shall be deleted in their entirety.

4. Amendment to Section 8.02(b). Section 8.02(b) of the Merger Agreement shall be amended by adding the following to the end thereof:

“Notwithstanding anything to the contrary contained herein, the Company shall publicly disclose, within no more than 24 hours of such Acquisition Proposal being made, the fact of any bona fide and written Acquisition Proposal having been made, provided such Acquisition Proposal would result in any Person becoming the beneficial owner (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of 100% of the outstanding Shares or all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, regardless of whether the Company Board affirmatively deems it a Superior Proposal.”

5. Extension of Offer. The parties hereto agree to extend the Initial Expiration Date to 12:00 midnight, New York City time, on November 12, 2014 (one minute after 11:59 p.m., New York City time on November 12, 2014) and all references to the Expiration Date in the Merger Agreement shall mean such Expiration Date as extended pursuant hereto, or such later date and time as such Expiration Date may be further extended pursuant to and in accordance with the Merger Agreement.

6. Effectiveness. Pursuant to Section 11.04(a) of the Merger Agreement, this Amendment shall be effective and binding and the Merger Agreement shall be deemed amended upon its execution by all of the parties to the Merger Agreement. Except as expressly amended by Sections 1, 2, 3, 4 and 5 of this Amendment, all terms and provisions of the Merger Agreement shall be unmodified and remain in full force and effect. On and after the date hereof, each reference to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended hereby, and this Amendment and the Merger Agreement shall be read together and construed as a single instrument.

7. Miscellaneous. The following provisions of the Merger Agreement are hereby incorporated by reference herein, mutatis mutandis: Section 11.01 (Notices); Section 11.02 (Remedies); Section 11.06 (Governing Law); Section 11.07 (Jurisdiction); Section 11.08 (Waiver of Jury Trial); Section 11.09 (Counterparts; Effectiveness); and Section 11.11 (Severability).

(Signature Page Follows)

2

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

ATHLON ENERGY INC.
By:	/s/ Robert C. Reeves
Name:	Robert C. Reeves
Title:	President and Chief Executive Officer
ENCANA CORPORATION
By:	/s/ Douglas J. Suttles
Name:	Douglas J. Suttles
Title:	President & Chief Executive Officer
By:	/s/ Sherri A. Brillon
Name:	Sherri A. Brillon
Title:	Executive Vice-President & Chief Financial Officer
ALENCO ACQUISITION COMPANY INC.
By:	/s/ David G. Hill
Name:	David G. Hill
Title:	Vice-President

[Signature Page to Amendment to the Agreement and Plan of Merger]

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 Corporation, a Canadian corporation (“Parent”), and Alenco Acquisition Company Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”).

Pursuant to Section 5.3 of the Tender Support Agreement, Parent and Acquisition Sub hereby waive and fully release and discharge you from all of your covenants and obligations under the Tender Support Agreement.

This letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

[Remainder of this page intentionally left blank.]

Very truly yours,
ENCANA CORPORATION
By:
Name:	Douglas J. Suttles
Title:	President & Chief Financial Officer
By:
Name:	Sherri A. Brillon
Title:	Executive Vice-President & Chief Financial Officer
ALENCO ACQUISITION COMPANY INC.
By:
Name:	David G. Hill
Title:	Vice-President

[Signature Page to Release of Tender Support Agreement]