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, 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 incorporation)	File Number)	Identification No.)

420 Throckmorton Street, Suite 1200, Fort Worth, Texas	76102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (817) 984-8200

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement

On November 13, 2013, Athlon Energy Inc. (“Athlon” or the “Company”) became a party to and a guarantor under the Amended and Restated Credit Agreement (the “Credit Agreement”), dated as of March 19, 2013, by and among Athlon Holdings LP, a Delaware limited partnership and majority-owned subsidiary of Athlon (“Holdings”), Bank of America, N.A., as Administrative Agent and L/C Issuer, and the lenders party thereto, pursuant to the Amended and Restated Collateral Agreement, dated November 13, 2013, by and among the Company, Holdings and certain subsidiaries of the Company, as Grantors, and Bank of America, N.A., as collateral agent, and Supplement No. 2 to the Amended and Restated Guarantee Agreement, dated as of March 19, 2013 (as amended and supplemented to date), among certain subsidiaries of the Company party thereto and Bank of America, N.A., as collateral agent.

On November 14, 2013, Athlon entered into a First Amendment to Amended and Restated Credit Agreement and Borrowing Base Redetermination (the “Amendment”). The Amendment amended the Credit Agreement to, among other things, increase the borrowing base to $525 million from $320 million. A copy of the form of the Amendment is attached hereto as Exhibit 10.2 and incorporated herein by reference.

The Credit Agreement, which matures on March 19, 2018, provides for revolving credit loans to be made to Holdings from time to time and letters of credit to be issued from time to time for the account of Holdings or any of its restricted subsidiaries. The aggregate amount of the commitments of the lenders under the Credit Agreement is $1.0 billion. Availability under the Credit Agreement is subject to a borrowing base, which is redetermined semi-annually and upon requested special redeterminations.

As of November 14, 2013, the borrowing base was $525 million and there were no outstanding borrowings and no outstanding letters of credit under the Credit Agreement.

Obligations under the Credit Agreement are secured by a first-priority security interest in substantially all of the Company’s proved reserves and in the equity interests of its operating subsidiaries. In addition, obligations under the Credit Agreement are guaranteed by Athlon and Holdings’ operating subsidiaries.

Loans under the Credit Agreement are subject to varying rates of interest based on (i) outstanding borrowings in relation to the borrowing base and (ii) whether the loan is a Eurodollar loan or a base rate loan. Eurodollar loans under the Credit Agreement bear interest at the Eurodollar rate plus the applicable margin indicated in the following table, and base rate loans under the Credit Agreement bear interest at the base rate plus the applicable margin indicated in the following table. Holdings also incurs a quarterly commitment fee on the unused portion of the Credit Agreement indicated in the following table:

Ratio of Outstanding Borrowings to Borrowing Base	Unused Commitment Fee		Applicable Margin for Eurodollar Loans		Applicable Margin for Base Rate Loans
Less than or equal to .30 to 1	0.375	%	1.50	%	0.50	%
Greater than .30 to 1 but less than or equal to .60 to 1	0.375	%	1.75	%	0.75	%
Greater than .60 to 1 but less than or equal to .80 to 1	0.50	%	2.00	%	1.00	%
Greater than .80 to 1 but less than or equal to .90 to 1	0.50	%	2.25	%	1.25	%
Greater than .90 to 1	0.50	%	2.50	%	1.50	%

The “Eurodollar rate” for any interest period (either one, two, three or six months, as selected by us) is the rate equal to the LIBOR for deposits in dollars for a similar interest period. The “Base Rate” is calculated as the highest of: (1) the annual rate of interest announced by Bank of America, N.A. as its “prime rate”; (2) the federal funds effective rate plus 0.5%; or (3) except during a “LIBOR Unavailability Period,” the Eurodollar rate (for dollar deposits for a one-month term) for such day plus 1.0%.

Any outstanding letters of credit reduce the availability under the Credit Agreement. Borrowings under the Credit Agreement may be repaid from time to time without penalty.

The Credit Agreement contains customary covenants including, among others, the following:

·a prohibition against incurring debt, subject to permitted exceptions;

·a restriction on creating liens on Holdings’ assets and the assets of its operating subsidiaries, subject to permitted exceptions;

·restrictions on merging and selling assets outside the ordinary course of business;

·restrictions on use of proceeds, investments, transactions with affiliates, or change of principal business;

·a requirement that Holdings maintain a ratio of consolidated total debt to EBITDAX (as defined in the Credit Agreement) of not more than 4.75 to 1.0 (which ratio changes to 4.5 to 1.0 beginning with the quarter ended June 30, 2014); and

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·a provision limiting commodity derivative contracts to a volume not exceeding 85% of projected production from proved reserves for a period not exceeding 66 months from the date the commodity derivative contract is entered into.

The Credit Agreement contains customary events of default, including Holdings’ failure to comply with our financial ratios described above, which would permit the lenders to accelerate the debt if not cured within applicable grace periods. If an event of default occurs and is continuing, lenders with a majority of the aggregate commitments may require Bank of America, N.A. to declare all amounts outstanding under the Credit Agreement to be immediately due and payable.

Certain of the lenders underwriting the Credit Agreement are also counterparties to Holdings’ commodity derivative contracts.

The foregoing description of the Credit Agreement and the Amendment is qualified in its entirety by reference to the complete terms of the Credit Agreement and the form of the Amendment, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information in Item 1.01 is incorporated herein by reference to this Item 2.03.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

10.1Amended and Restated Credit Agreement, dated as of March 19, 2013, among Athlon Holdings LP, Bank of America, N.A., as Administrative Agent and L/C Issuer, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 5, 2013).

10.2Form of First Amendment to Amended and Restated Credit Agreement and Borrowing Base Redetermination, dated as of November 14, 2013, by and among Athlon Holdings LP, each guarantor party thereto, Bank of America, N.A., as Administrative Agent, and the lenders party thereto.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ATHLON ENERGY INC.
Date: November 19, 2013	By:	/s/ William B. D. Butler
		William B. D. Butler
		Vice President—Chief Financial Officer, and
		Principal Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Amended and Restated Credit Agreement, dated as of March 19, 2013, among Athlon Holdings LP, Bank of America, N.A., as Administrative Agent and L/C Issuer, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 5, 2013).
10.2	Form of First Amendment to Amended and Restated Credit Agreement and Borrowing Base Redetermination, dated as of November 14, 2013, by and among Athlon Holdings LP, each guarantor party thereto, Bank of America, N.A., as Administrative Agent, and the lenders party thereto.

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EX-10.2

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 signature pages hereto, Bank of America, N.A., as the Administrative Agent, the Swingline Lender and the Issuing Bank, and each Guarantor party hereto.

W I T N E S S E T H:

WHEREAS, the Borrower, the Lenders, the Administrative Agent, the Swingline Lender and the Issuing Bank are party to that certain Amended and Restated Credit Agreement dated as of March 19, 2013 (as amended, supplemented or modified from time to time prior to the date hereof, the “Original Agreement”), whereby the Issuing Bank became obligated to issue Letters of Credit for the account of the Credit Parties and the Lenders became obligated to make loans to the Borrower as therein provided; and

WHEREAS, The Borrower, the Administrative Agent and the Lenders desire to set forth the Redetermination of the Borrowing Base, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders desire to amend the Original Agreement to set forth a revised schedule of each Lender’s Commitment Percentage thereunder;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement, in consideration of the loans and other credit which may hereafter be made by the Lenders and the Issuing Bank to the Credit Parties, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS AND REFERENCES

Section 1.1.Defined Terms.  Unless the context otherwise requires, capitalized terms used in this Amendment shall have the meanings assigned to them either in the preamble and recitals hereto or in the Original Agreement, as applicable.

ARTICLE II.

AMENDMENT TO ORIGINAL AGREEMENT AND BORROWING BASE REDETERMINATION

Section 2.1.Amendment to Schedule 1.01(a).  Schedule 1.01(a) of the Original Agreement is hereby amended in its entirety and replaced with Schedule 1.01(a)  attached hereto.

Section 2.2.Borrowing Base.  Pursuant to Section 2.14 of the Original Agreement, the Lenders and the Administrative Agent have redetermined the Borrowing Base to be $525,000,000, which Borrowing Base shall be effective on the Effective Date set forth below and shall remain in effect until the next Redetermination or adjustment of the Borrowing Base pursuant to the Original Agreement.  The Borrower hereby accepts such Borrowing Base as so redetermined, and the Lenders party hereto, the Administrative Agent and the Borrower hereby acknowledge that this is the Scheduled Redetermination to be made as of October 1, 2013 or as promptly as possible thereafter.

ARTICLE III.

CONDITIONS OF EFFECTIVENESS

Section 3.1.Conditions to Effectiveness of Amendment.  This Amendment shall become effective (the “Effective Date”) when and only when:

(a)the Administrative Agent shall have received executed counterparts of this Amendment from the Borrower, each Guarantor and the Lenders;

(b)the Borrower shall have paid to the Administrative Agent, for the account of each Lender a fee in the amount equal to 0.375% times the positive remainder, if any, of (i) such Lender’s Commitment Percentage of the Borrowing Base after giving effect to the provisions of Sections 2.1 and 2.2 of this Amendment, minus (ii) such Lender’s Commitment Percentage of the Borrowing Base immediately prior to giving effect to the provisions of Sections 2.1 and 2.2 of this Amendment (or if a Lender was not party to the Original Agreement prior to the effectiveness of this Amendment, zero), which fee shall be due and payable on the date hereof; and

(c)each of the representations and warranties made by the Borrower and each Guarantor in or pursuant to the Credit Documents shall be true and correct in all material respects (or in all respects if such representation or warranty is by its terms already qualified as to materiality), as if made on and as of such date, except for any representations and warranties made as of a specified date, which were true and correct in all material respects as of such specified date.

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ARTICLE IV.

MISCELLANEOUS

Section 4.1.Ratification of Agreements.  By its acceptance hereof, each of the Borrower and each Guarantor hereby ratifies and confirms each Credit Document to which it is a party in all respects, after giving effect to the Borrowing Base redetermination and amendments set forth herein.  Any reference to the Original Agreement in any Credit Document shall be deemed to be a reference to the Original Agreement as hereby amended.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein or therein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders under the Original Agreement, or any other Credit Document nor constitute a waiver of any provision of the Original Agreement, or any other Credit Document.

Section 4.2.New Lender Commitment.  By its execution and delivery of this Amendment, Goldman Sachs Bank USA (the “New Lender”) hereby assumes all of the rights and obligations of a Lender under the Original Agreement in respect of its Commitment set forth on Schedule 1.01(a) attached hereto.  The Commitments of the New Lender and the increase in the Borrowing Base set forth herein shall not represent an increase in the Total Commitments pursuant to Section 2.16 of the Original Agreement.  The Administrative Agent, the Swingline Lender, the Issuing Bank, and the Borrower hereby consent to and approve the New Lender and the Commitment of the New Lender.

Section 4.3.New Lender Representations and Agreements.  The New Lender hereby represents and warrants to the Administrative Agent, the Swingline Lender and the Issuing Bank as follows:  (a) it is not the Borrower, an Affiliate of the Borrower, a Subsidiary of the Borrower, a natural person, a Defaulting Lender, a Subsidiary of a Defaulting Lender, or a Person who, upon becoming a Lender, would constitute a Defaulting Lender or a Subsidiary of a Defaulting Lender, (c) from and after the Effective Date, it shall be bound by the provisions of the Original Agreement (as amended hereby) as a Lender thereunder and, to the extent of its Commitment, shall have the obligations of a Lender thereunder, (d) it is sophisticated with respect to decisions to acquire assets of the type represented by such Commitment and either it, or the Person exercising discretion in making its decision to acquire such Commitment, is experienced in acquiring assets of such type, (e) it has received a copy of the Original Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant thereto and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Swingline Lender, the Issuing Bank, or any other Lender, and (f) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Original Agreement, duly completed and executed by it; and agrees that (1) it will, independently and without reliance on the Administrative Agent, the Swingline Lender, Issuing Bank or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (2) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

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Section 4.4.Reallocation .  The Lenders have authorized the Administrative Agent and the Borrower to make non-ratable borrowings and prepayments of the Loans, and if any such prepayment requires the payment of Eurodollar Rate Loans other than on the last day of the applicable Interest Period, the Borrower shall pay any required amounts pursuant to Section 2.11, in order to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Amendment and from the Commitments of the New Lender.

Section 4.5.Survival of Agreements.  All representations, warranties, covenants and agreements of any Credit Party herein shall survive the execution and delivery of this Amendment and the performance hereof, and shall further survive until all of the Obligations are paid in full.

Section 4.6.Credit Documents.  This Amendment is a Credit Document, and all provisions in the Original Agreement as amended hereby pertaining to Credit Documents apply hereto and thereto.

Section 4.7.Governing Law.  This Amendment shall be governed by and construed in accordance with the Laws of the State of New York.

Section 4.8.Counterparts; Fax.  This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment.  This Amendment may be validly executed by facsimile or other electronic transmission.

THIS AMENDMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES HERETO.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.

ATHLON ENERGY INC.
ATHLON HOLDINGS LP
ATHLON ENERGY LLC
ATHLON ENERGY OPERATING LLC
ATHLON FE OPERATING LLC
ATHLON FINANCE CORP.
ATHLON HOLDINGS GP LLC
By:
	Robert C. Reeves
	Chief Executive Officer
ATHLON FE ENERGY LP
By: Athlon Energy LLC, its general partner
	By:
		Robert C. Reeves
		Chief Executive Officer
ATHLON ENERGY LP
By: Athlon Energy LLC, its general partner
	By:
		Robert C. Reeves
		Chief Executive Officer

BANK OF AMERICA, N.A., as the Administrative Agent

By:

Name:

Title:

BANK OF AMERICA, N.A., as the Issuing Bank, the Swingline Lender and a Lender

By:

Name:

Title:

BANK OF NOVA SCOTIA, as a Lender

By:

Name:

Title:

ROYAL BANK OF CANADA, as a Lender

By:

Name:

Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By:

Name:

Title:

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender

By:

Name:

Title:

By:

Name:

Title:

UBS LOAN FINANCE LLC, as a Lender

By:

Name:

Title:

By:

Name:

Title:

UNION BANK, N.A., as a Lender

By:

Name:

Title:

BARCLAYS BANK PLC, as a Lender

By:

Name:

Title:

CITIBANK, N.A., as a Lender

By:

Name:

Title:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

By:

Name:

Title:

By:

Name:

Title:

GOLDMAN SACHS BANK USA, as a Lender

By:

Name:

Title: