8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

 Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 28, 2014

ATHLON HOLDINGS LP

ATHLON FINANCE CORP.

(Exact name of registrant as specified in its charter)

Delaware	333-195506	45-2817212
Delaware	333-195506-02	46-2465554
(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:

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

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

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

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

EXPLANATORY NOTE

On September 4, 2014, Athlon Holdings LP, a Delaware limited partnership (“Holdings”), filed a Current Report on Form 8-K (the “Initial Report”) with the Securities and Exchange Commission (the “SEC”) to report, among other things, that Holdings had completed the acquisition of certain producing properties and undeveloped acreage in the Midland Basin from Summit West Resources LP and Summit Group (“Summit”).  This Current Report on Form 8-K/A (the “Amendment”) amends and supplements the Initial Report to include: (i) the unaudited Statements of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties of Summit for the three and six months ended June 30, 2014 and 2013; (ii) the audited Statements of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties of Summit for each of the three years in the period ended December 31, 2013; and (iii) the unaudited pro forma financial statements of Holdings as of and for the six months ended June 30, 2014 and for the year ended December 31, 2013.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The unaudited Statements of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties of Summit for the three and six months ended June 30, 2014 and 2013, are included as Exhibit 99.1 to the Amendment.

The audited Statements of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties of Summit for the each of the three years in the period ended December 31, 2013, are included as Exhibit 99.2 to the Amendment.

(b) Pro Forma Financial Information.

The unaudited pro forma financial statements of Holdings as of and for the six months ended June 30, 2014 and for the year ended December 31, 2013, are included as Exhibit 99.3 to the Amendment.

(d) Exhibits.

99.1Unaudited Statements of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties of Summit for the three and six months ended June 30, 2014 and 2013.

99.2Audited Statements of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties of Summit for the each of the three years in the period ended December 31, 2013.

99.3Unaudited Pro Forma Financial Statements of Holdings as of and for the six months ended June 30, 2014 and for the year ended December 31, 2013.

2

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 HOLDINGS LP
	ATHLON FINANCE CORP.
Date:     November 12, 2014	By:	/s/ John C. Souders
		John C. Souders
		Vice President–Controller and
		Principal Accounting Officer

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited Statements of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties of Summit for the three and six months ended June 30, 2014 and 2013.
99.2	Audited Statements of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties of Summit for the each of the three years in the period ended December 31, 2013.
99.3	Unaudited Pro Forma Financial Statements of Holdings as of and for the six months ended June 30, 2014 and for the year ended December 31, 2013.

4

EX-99.1

Exhibit 99.1

SUMMIT WEST GROUP PROPERTIES

FINANCIAL STATEMENTS

JUNE 30, 2014 AND 2013

C O N T E N T S

	Page
FINANCIAL STATEMENTS
Statements of Direct Operating Revenues and Direct Operating Expenses (Unaudited)	2
Notes to Statements of Direct Operating Revenues and Direct Operating Expenses (Unaudited)	3

1

SUMMIT WEST GROUP PROPERTIES

STATEMENTS OF DIRECT OPERATING REVENUES

AND DIRECT OPERATING EXPENSES

FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013

(UNAUDITED)

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
DIRECT OPERATING REVENUES	$	9,773,715	$	9,226,845	$	21,731,248	$	16,580,950
DIRECT OPERATING EXPENSES	1,871,798		1,290,248		3,955,707		2,386,214
DIRECT OPERATING REVENUES IN EXCESS OF DIRECT OPERATING EXPENSES	$	7,901,917	$	7,936,597	$	17,775,541	$	14,194,736

2

SUMMIT WEST GROUP PROPERTIES

NOTES TO STATEMENTS OF DIRECT OPERATING REVENUES

AND DIRECT OPERATING EXPENSES

(UNAUDITED)

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

On July 25, 2014, Athlon Energy Inc. entered into a Purchase and Sale Agreement (the Agreement) with Summit West Resources LP (the Partnership) and other non-operated interest owners in the Echo IV Properties (Summit West Group Properties or Properties) operated by Summit Petroleum LLC (the Operator).  The aggregate purchase price, subject to adjustment as provided in the Agreement, consists of $209.3 million in cash.

The Properties subject to the Agreement include the Partnership’s and other interest owner’s respective working and net revenue interest in the Echo IV Properties which are located in Midland County, Texas.  The accompanying unaudited Statements of Direct Operating Revenues and Direct Operating Expenses (the Statements) have been derived from the Operator’s historical financial records of the Properties for the three and six months ended June 30, 2014 and 2013.

These Statements should be read in conjunction with the audited Statements of Direct Operating Revenues and Direct Operating Expenses for the years ended December 2013, 2012, and 2011 and the accompanying notes.

The Statements have been prepared in accordance with United States generally accepted accounting principles (GAAP) for interim financial information. They do not include all information and footnotes required by GAAP for complete financial statements. The Statements are not intended to be a complete presentation of the results of operations of the Properties as it does not include general and administrative expenses, effects of derivative transactions, interest income or expense, depreciation, depletion, and amortization, any provision for income tax expenses, and other income and expense items not directly associated with direct operating revenues from natural gas, natural gas liquids, and crude oil.  Historical financial statements reflecting financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States of America are not presented as such information is not readily available on an individual property basis.  Accordingly, the accompanying Statements are presented in lieu of the financial statements required under Rule 3-05 of Securities and Exchange Commission (SEC) Regulation S-X.

In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made.

3

SUMMIT WEST GROUP PROPERTIES

NOTES TO STATEMENTS OF DIRECT OPERATING REVENUES

AND DIRECT OPERATING EXPENSES

(UNAUDITED)

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — CONTINUED

Use of Estimates

The preparation of the Statements in conformity with accounting principles generally accepted in the United States of America requires the Properties’ management to make estimates and assumptions that affect the reported amounts of direct operating revenues and direct operating expenses during the respective reporting periods.  Actual results may differ from estimates and assumptions used in the preparation of the Statements.

Subsequent Events

Management has evaluated events subsequent to November 3, 2014, the date the Statements were available to be issued, and is not aware of any events that have occurred that require disclosure in the Statements.

4

EX-99.2

Exhibit 99.2

SUMMIT WEST GROUP PROPERTIES

FINANCIAL STATEMENTS

DECEMBER 31, 2013, 2012 AND 2011

C O N T E N T S

	Page
INDEPENDENT AUDITOR’S REPORT	1
FINANCIAL STATEMENTS
Statements of Direct Operating Revenues and Direct Operating Expenses	3
Notes to Statements of Direct Operating Revenues and Direct Operating Expenses	4

INDEPENDENT AUDITOR’S REPORT

To Summit West Resources LP

We have audited the accompanying Statements of Direct Operating Revenues and Direct Operating Expenses (the Statements) of Summit West Group Properties, as defined in Note 1 - Summary of Significant Accounting Policies, for the years ended December 31, 2013, 2012 and 2011, and the related notes.

Management’s Responsibility

Management is responsible for the preparation and fair presentation of the Statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Statements that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Statements based on our audits.  We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Statements.  The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the Statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.  Accordingly, we express no such opinion.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the Statements of Direct Operating Revenues and Direct Operating Expenses referred to above presents fairly, in all material respects the direct operating revenues and direct operating expenses of Summit West Group Properties, as defined in Note 1, for the years ended December 31, 2013, 2012 and 2011 in accordance with accounting principles generally accepted in the United States of America.

AN INDEPENDENT MEMBER OF BAKER TILLY INTERNATIONAL WEAVER AND TIDWELL, L.L.P. CERTIFIED PUBLIC ACCOUNTANTS AND ADVISORS 400 WEST ILLINOIS, SUITE 1550, MIDLAND, TX 79701 P: 432.683.5226 F: 432.683.9182

Emphasis of Matter

The accompanying Statements reflect the direct revenues and direct operating expenses of Summit West Group Properties as described in Note 1 and are not intended to be a complete presentation of the financial position, results of operations, or cash flows of Summit West Group Properties.

/s/ WEAVER AND TIDWELL, L.L.P.

WEAVER AND TIDWELL, L.L.P.

Midland, Texas

October 27, 2014

2

SUMMIT WEST GROUP PROPERTIES

STATEMENTS OF DIRECT OPERATING REVENUES

AND DIRECT OPERATING EXPENSES

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012, AND 2011

	2013		2012		2011
DIRECT OPERATING REVENUES	$	45,048,164	$	20,679,950	$	5,868,744
DIRECT OPERATING EXPENSES	6,963,800		3,225,205		631,186
DIRECT OPERATING REVENUES IN EXCESS OF DIRECT OPERATING EXPENSES	$	38,084,364	$	17,454,745	$	5,237,558

The Notes to Statements of Direct Operating Revenues and Direct Operating Expenses are an integral part of these statements.

3

SUMMIT WEST GROUP PROPERTIES

NOTES TO STATEMENTS OF DIRECT OPERATING REVENUES

AND DIRECT OPERATING EXPENSES

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

On July 25, 2014, Athlon Energy Inc. entered into a Purchase and Sale Agreement (the Agreement) with Summit West Resources LP (the Partnership) and other non-operated interest owners in the Echo IV Properties (Summit West Group Properties or Properties) operated by Summit Petroleum LLC (the Operator).  The aggregate purchase price, subject to adjustment as provided in the Agreement, consists of $209.3 million in cash.

The Properties subject to the Agreement include the Partnership’s and other interest owner’s respective working and net revenue interest in the Echo IV Properties which are located in Midland County, Texas.  The accompanying Statements of Direct Operating Revenues and Direct Operating Expenses (the Statements) have been derived from the Operator’s historical financial records of the Properties for the years ended December 31, 2013, 2012 and 2011.

The Statements are not intended to be a complete presentation of the results of operations of the Properties as it does not include general and administrative expenses, effects of derivative transactions, interest income or expense, depreciation, depletion, and amortization, any provision for income tax expenses, and other income and expense items not directly associated with direct operating revenues from natural gas, natural gas liquids, and crude oil.  Historical financial statements reflecting financial position, results of operations, and cash flows required by accounting principles generally accepted in the United States of America are not presented as such information is not readily available on an individual property basis.  Accordingly, the accompanying Statements are presented in lieu of the financial statements required under Rule 3-05 of Securities and Exchange Commission (SEC) Regulation S-X.

Revenue Recognition

Revenues are recorded on the sales method of accounting for crude oil, natural gas, and natural gas liquids whereby direct operating revenues are recognized as the production is sold to purchasers at a fixed and determinable price, delivery has occurred, and title has transferred.  The amount of production sold may differ from the amount to which the Properties are entitled based on the Properties’ ownership interest.  The Properties had no imbalance asset or liability at December 31, 2013, 2012 or 2011.

4

SUMMIT WEST GROUP PROPERTIES

NOTES TO STATEMENTS OF DIRECT OPERATING REVENUES

AND DIRECT OPERATING EXPENSES

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — CONTINUED

Operating Expenses

Operating expenses are recognized when incurred and include amounts incurred to bring crude oil, natural gas, and natural gas liquids to the surface, gather, transport, field process, treat, and store same.  Operating expenses are reflected net of gathering, processing, and transportation revenues associated with the Properties.

Concentration of Credit Risk

Arrangements for crude oil, natural gas liquids, and natural gas sales are evidenced by signed contracts with determinable market prices and direct operating revenues are recorded when production is delivered.  A significant majority of the purchasers of these products have investment grade credit rating and material credit losses have been rare.

The Properties had revenues from one purchaser which accounted for over 85% of revenues during 2011, and 100% of revenues during 2012 and 2013.  This concentration of customers may impact the Properties’ overall business risk, either positively or negatively, in that these entities may be similarly affected by changes in economic or other conditions.  The Partnership believes this risk is mitigated by the size, reputation, and nature of its purchaser.  All of the Properties’ revenues are from oil and natural gas production in Texas.  These concentrations may also impact the Properties by changes in the Texas region.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued new accounting guidance on revenue recognition on contracts with customers to transfer goods or services or on contracts for the transfer of nonfinancial assets. The new guidance requires that revenue recognition on contracts with customers depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for fiscal years beginning after December 15, 2016. The Properties are evaluating the impact, if any, that the future adoption of this guidance will have on the Properties’ financial statements.

Use of Estimates

The preparation of the Statements in conformity with accounting principles generally accepted in the United States of America requires the Properties’ management to make estimates and assumptions that affect the reported amounts of direct operating revenues and direct operating expenses during the respective reporting periods.  Actual results may differ from estimates and assumptions used in the preparation of the Statements.

5

SUMMIT WEST GROUP PROPERTIES

NOTES TO STATEMENTS OF DIRECT OPERATING REVENUES

AND DIRECT OPERATING EXPENSES

NOTE 2.   SUBSEQUENT EVENTS

We are not aware of any events that have occurred subsequent to December 31, 2013 but before October 27, 2014, the date the Statements were available to be issued, that require consideration as adjustments to or disclosure in the Statements.

NOTE 3.   SUPPLEMENTAL OIL AND NATURAL GAS INFORMATION (UNAUDITED)

The following tables summarize the net ownership interest in the proved oil and natural gas reserves and the standardized measure of discounted future net cash flows related to the proved oil and natural gas reserves for the Properties. Natural gas volumes include natural gas liquids.

Proved reserves were estimated by qualified petroleum engineers of the Partnership using historical data and other information from the records of the third party seller of the Properties.

All information set forth herein relating to the proved reserves, including the estimated future net cash flows and present values, from that date, is taken or derived from the records of the third party seller of the Properties. The Properties are considered developed property and do not include any proved undeveloped property. These estimates were based upon review of historical production data and other geological, economic, ownership, and engineering data provided and related to the reserves.  No reports on these reserves have been filed with any federal agency.  In accordance with the SEC’s guidelines, estimates of proved reserves and the future net revenues from which present values are derived, are based on an unweighted 12-month average of the first-day-of-the-month price for the period, held constant throughout the life of the Properties.  Operating costs, development costs, and certain production-related taxes, which are based on current information and held constant, were deducted in arriving at estimated future net revenues.

6

SUMMIT WEST GROUP PROPERTIES

NOTES TO STATEMENTS OF DIRECT OPERATING REVENUES

AND DIRECT OPERATING EXPENSES

NOTE 3.   SUPPLEMENTAL OIL AND NATURAL GAS INFORMATION (UNAUDITED) - CONTINUED

The proved reserves, all from the Properties held within the United States, together with the changes therein are as follows for the products indicated:

	Natural Gas		Crude Oil		Total
	Mcf		Bbl		Mboe
Quantities of proved reserves:
Balance December 31, 2010	14,925,455		3,656,335		6,143,911
Production	(62,881	)	(55,499	)	(65,979	)
Balance December 31, 2011	14,862,574		3,600,836		6,077,932
Production	(392,474	)	(202,897	)	(268,309	)
Balance December 31, 2012	14,470,100		3,397,939		5,809,623
Production	(868,743	)	(412,705	)	(557,495	)
Balance December 31, 2013	13,601,357		2,985,234		5,252,128

Standardized measure of discounted future net cash flows relating to proved reserves was as follows for the periods indicated:

	December 31,
	2013			2012			2011
Future cash inflows	$	339,909,094		$	370,443,480		$	423,830,320
Future production costs	110,428,297			116,301,015			121,984,919
Future state taxes	2,379,364			2,593,104			2,966,812
Future net cash flows	227,101,433			251,549,361			298,878,589
10% discount for estimated timing of cash flows	(110,591,978		)	(121,693,188		)	(153,965,942		)
Standardized measure of discounted future net cash flows	$	116,509,455		$	129,856,173		$	144,912,647

7

SUMMIT WEST GROUP PROPERTIES

NOTES TO STATEMENTS OF DIRECT OPERATING REVENUES

AND DIRECT OPERATING EXPENSES

NOTE 3.   SUPPLEMENTAL OIL AND NATURAL GAS INFORMATION (UNAUDITED) — CONTINUED

Future cash inflows are computed by applying a 12-month average commodity price adjusted for location and quality differentials to year-end quantities of proved reserves, except in those instances where fixed and determinable price changes are provided by contractual arrangements at year-end.  Future development costs include future asset retirement costs.  Future production costs do not include any general and administrative expenses.  The standardized measure presented here does not include the effects of federal income taxes as the tax basis for the Properties is not applicable on a go-forward basis.  A discount factor of 10% was used to reflect the timing of future net cash flows.  The standardized measure of discounted future net cash flows is not intended to represent the replacement cost or fair value of the Properties.  The discounted future cash flow estimates do not include the effects of derivative instruments.  Average sales price per commodity follows:

	2013		2012		2011
Natural Gas per Mcf	$	3.46	$	2.51	$	3.59
Crude Oil per Bbl	$	92.43	$	89.92	$	93.24

The principal changes in standardized measure of discounted future net cash flows were as follows for the periods indicated:

	2013			2012			2011
Standardized measure of discounted future net cash flows - beginning of year	$	129,856,173		$	144,912,647		$	128,382,930
Changes from:
Production, net of production costs	(38,084,365		)	(17,454,745		)	(5,237,559		)
Net change in prices and production costs	13,556,689			(12,374,720		)	21,739,464
Accretion of discount	13,105,097			14,621,660			12,364,246
Net change in taxes	101,085			109,152			(186,040		)
Change in timing and other	(2,025,224		)	42,179			(12,150,394		)
Aggregate change in standardized measure of discounted future net cash flows	$	116,509,455		$	129,856,173		$	144,912,647

8

EX-99.3

Exhibit 99.3

ATHLON HOLDINGS LP

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

INTRODUCTION

Athlon Holdings LP (“Holdings”), a Delaware limited partnership, is an independent exploration and production company focused on the acquisition, development, and exploitation of unconventional oil and liquids-rich natural gas reserves in the Permian Basin.  On June 2, 2014, Holdings acquired certain oil and natural gas properties and related assets in the Midland Basin from Hibernia Holdings, LLC (“Hibernia”) for approximately $394.0 million in cash (the “Hibernia Acquisition”).  On June 3, 2014, Holdings acquired certain oil and natural gas properties and related assets in the Midland Basin from and Piedra Energy II, LLC (“Piedra”) for approximately $292.8 million in cash (the “Piedra Acquisition”).  On August 28, 2014, Holdings acquired certain oil and natural gas properties and related assets in the Midland Basin from Summit West Resources LP and Summit Group (“Summit”) for approximately $202.5 million in cash (the “Summit Acquisition” and together with the Hibernia Acquisition and the Piedra Acquisition, the “Acquisitions”).

The accompanying unaudited pro forma financial statements give effect to the Acquisitions, including related financing transactions.  The unaudited pro forma balance sheet assumes that the Summit Acquisition and related financing transactions occurred on June 30, 2014.  The Hibernia Acquisition and the Piedra Acquisition are already reflected in Holdings’ historical consolidated balance sheet as of June 30, 2014.  The unaudited pro forma statements of operations assume that the Acquisitions and related financing transactions occurred on January 1, 2013.

The accompanying unaudited pro forma financial statements should be read together with:

·Holdings’ unaudited consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 21, 2014;

·Holdings’ audited consolidated financial statements as of and for the year ended December 31, 2013 included in its final prospectus filed with the SEC pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended (the “Securities Act”), on July 24, 2014;

·Hibernia Energy LLC’s audited consolidated financial statements as of and for the year ended December 31, 2013 included in Holdings’ final prospectus filed with the SEC pursuant to Rule 424(b)(3) of the Securities Act on July 24, 2014;

·Piedra’s audited Statements of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties for the year ended December 31, 2013 included in Holdings’ final prospectus filed with the SEC pursuant to Rule 424(b)(3) of the Securities Act on July 24, 2014;

·Summit’s unaudited Statements of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties for the three and six months ended June 30, 2014 and 2013 included as Exhibit 99.1 to this Current Report on Form 8-K/A; and

·Summit’s audited Schedule of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties for the year ended December 31, 2013 included as Exhibit 99.2 to this Current Report on Form 8-K/A.

The accompanying unaudited pro forma financial statements were derived by making certain adjustments to Holdings’ historical consolidated financial statements.  The adjustments are based on currently available information and certain estimates and assumptions.  Therefore, the actual adjustments may differ from the pro forma adjustments.  However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma financial statements.

The unaudited pro forma financial statements and related notes are presented for illustrative purposes only.  If the Acquisitions and related financing transactions had occurred in the past, Holdings’ operating results might have been materially different from those presented in the unaudited pro forma financial statements.  The unaudited pro forma financial statements should not be relied upon as an indication of operating results that Holdings would have achieved if the Acquisitions and related financing transactions had taken place on the specified date.  In addition, future results may vary significantly from the results reflected in the unaudited pro forma statements of operations and should not be relied on as an indication of the future results Holdings will have after the completion of the Acquisitions and related financing transactions.

1

ATHLON HOLDINGS LP

UNAUDITED PRO FORMA BALANCE SHEET

June 30, 2014

(in thousands)

	Holdings Historical			Pro Forma Adjustments			Pro Forma as Adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	242,895		$	(202,505	)(a)	$	40,123
				(267		)(b)
Accounts receivable	81,463			—			81,463
Inventory	1,176			132		(a)	1,308
Deferred taxes	139			—			139
Other	354			—			354
Total current assets	326,027			(202,640		)	123,387
Oil and natural gas properties and equipment, at cost - full cost method:
Evaluated properties, including wells and related equipment	2,070,655			93,899		(a)	2,164,554
Unevaluated properties	555,905			109,570		(a)	665,475
Accumulated depletion, depreciation, and amortization	(227,195		)	—			(227,195		)
	2,399,365			203,469			2,602,834
Derivatives, at fair value	318			—			318
Debt issuance costs	25,908			—			25,908
Other	2,097			—			2,097
Total assets	$	2,753,715		$	829		$	2,754,544
LIABILITIES AND PARTNERS’ EQUITY
Current liabilities:
Accounts payable:
Trade	$	9,861		$	—		$	9,861
Intercompany	1,644			—			1,644
Accrued liabilities:
Lease operating	9,208			—			9,208
Production, severance, and ad valorem taxes	6,949			—			6,949
Development capital	120,523			—			120,523
Interest	14,293			—			14,293
Derivatives, at fair value	33,542			—			33,542
Revenue payable	32,827			—			32,827
Other	9,555			659		(a)	10,214
Total current liabilities	238,402			659			239,061
Asset retirement obligations, net of current portion	10,496			437		(a)	10,933
Long-term debt	1,150,000			—			1,150,000
Deferred taxes	4,815			—			4,815
Derivatives, at fair value	3,320			—			3,320
Other	140			—			140
Total liabilities	1,407,173			1,096			1,408,269
Commitments and contingencies
Partners’ equity	1,346,542			(267		)(b)	1,346,275
Total liabilities and partner’s equity	$	2,753,715		$	829		$	2,754,544

The accompanying notes are an integral part of these unaudited pro forma financial statements.

2

ATHLON HOLDINGS LP

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2014

(in thousands, except per unit amounts)

	Holdings Historical			Hibernia Energy LLC Historical			Piedra Historical		Summit Historical		Stock Offering Pro Forma Adjustments			Notes Offering Pro Forma Adjustments			Pro Forma Adjustments			Pro Forma as Adjusted
Oil and natural gas revenues	$	242,179		$	21,436		$	14,743	$	21,731	$	—		$	—		$	—		$	300,089
Expenses:
Production	40,862			2,349			2,468		3,956		—			—			—			49,635
Depletion, depreciation, and amortization	66,546			4,830			—		—		—			—			9,758		(d)	81,134
General and administrative	20,858			1,710			—		—		—			—			—			22,568
Acquisition costs	1,825			—			—		—		—			—			(1,168		)(e)	657
Derivative fair value loss	43,577			3,697			—		—		—			—			—			47,274
Accretion of discount on asset retierment obligations	417			10			—		—		—			—			60		(f)	487
Total expenses	174,085			12,596			2,468		3,956		—			—			8,650			201,755
Operating income	68,094			8,840			12,275		17,775		—			—			(8,650		)	98,334
Other income (expenses):
Interest expense	(22,706		)	(820		)	—		—		—			(13,448		)(b)	(422		)(g)	(37,396		)
Other	26			1			—		—		—			—			—			27
Total other expenses	(22,680		)	(819		)	—		—		—			(13,448		)	(422		)	(37,369		)
Income (loss) before income taxes	45,414			8,021			12,275		17,775		—			(13,448		)	(9,072		)	60,965
Income tax provision	749			—			—		—		—			—			256		(h)	1,005
Net income (loss)	$	44,665		$	8,021		$	12,275	$	17,775	$	—		$	(13,448	)	$	(9,328	)	$	59,960
Net income per unit:
Basic	$	0.49																		$	0.60
Diluted	$	0.49																		$	0.60
Weighted average limited partner units outstanding:
Basic	89,629										9,162		(a)							98,791
Diluted	89,629										9,162		(a)							98,791

The accompanying notes are an integral part of these unaudited pro forma financial statements.

3

ATHLON HOLDINGS LP

UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

For the Year Ended December 31, 2013

(in thousands, except per unit amounts)

	Holdings Historical			Hibernia Energy LLC Historical			Piedra Historical		Summit Historical		Stock Offering Pro Forma Adjustments			Notes Offering Pro Forma Adjustments			Pro Forma Adjustments			Pro Forma as Adjusted
Oil and natural gas revenues	$	299,373		$	17,595		$	28,862	$	45,048	$	—		$	—		$	2,006	(c)	$	392,884
Expenses:
Production	53,046			2,564			5,640		6,964		—			—			692		(c)	68,906
Depletion, depreciation, and amortization	87,171			3,417			—		—		—			—			19,011		(d)	109,599
General and administrative	20,465			3,340			—		—		—			—			—			23,805
Contract termination fee	2,408			—			—		—		—			—			—			2,408
Acquisition costs	421			—			—		—		—			—			1,435		(e)	1,856
Derivative fair value loss	18,115			1,821			—		—		—			—			—			19,936
Accretion of discount on asset retierment obligations	675			19			—		—		—			—			130		(f)	824
Total expenses	182,301			11,161			5,640		6,964		—			—			21,268			227,334
Operating income	117,072			6,434			23,222		38,084		—			—			(19,262		)	165,550
Other income (expenses):
Interest expense	(36,669		)	(1,160		)	—		—		—			(40,904		)(b)	(58		)(g)	(78,791		)
Other	35			160			—		—		—			—			—			195
Total other expenses	(36,634		)	(1,000		)	—		—		—			(40,904		)	(58		)	(78,596		)
Income (loss) before income taxes	80,438			5,434			23,222		38,084		—			(40,904		)	(19,320		)	86,954
Income tax provision	1,528			—			—		—		—			—			124		(h)	1,652
Net income (loss)	$	78,910		$	5,434		$	23,222	$	38,084	$	—		$	(40,904	)	$	(19,444	)	$	85,302
Net income per unit:
Basic	$	1.04																		$	0.95
Diluted	$	1.04																		$	0.95
Weighted average common shares outstanding:
Basic	74,771										14,806		(a)							89,577
Diluted	74,771										14,806		(a)							89,577

The accompanying notes are an integral part of these unaudited pro forma financial statements.

4

ATHLON HOLDINGS LP

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Note 1.Basis of Presentation

Holdings’ historical financial information as of and for the six months ended June 30, 2014 is derived from Holdings’ consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.  Holdings’ historical financial information for the year ended December 31, 2013 is derived from Holdings’ consolidated financial statements included in its final prospectus filed with the SEC pursuant to Rule 424(b)(3) of the Securities Act on July 24, 2014.

Hibernia Energy LLC’s historical financial information for the year ended December 31, 2013 is derived from its audited consolidated financial statements included in Holdings’ final prospectus filed with the SEC pursuant to Rule 424(b)(3) of the Securities Act on July 24, 2014.

Piedra’s historical financial information for the year ended December 31, 2013 is derived from its audited Schedule of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties included in Holdings’ final prospectus filed with the SEC pursuant to Rule 424(b)(3) of the Securities Act on July 24, 2014.  Piedra’s Schedules of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties are not intended to be a complete presentation of the results of operations of the properties, as they do not include general and administrative expenses, effects of derivative transactions, interest income or expense, depreciation, depletion, and amortization, any provision for income tax expenses, and other income and expense items not directly associated with direct operating revenues from natural gas, natural gas liquids, and crude oil.  As such, they are not indicative of the operating results of the Piedra assets going forward.

Summit’s historical financial information for the six months ended June 30, 2014 is derived from its unaudited Statements of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties, which is included as Exhibit 99.1 to this Current Report on Form 8-K/A.  Summit’s historical financial information for the year ended December 31, 2013 is derived from its audited Statements of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties, which is included as Exhibit 99.2 to this Current Report on Form 8-K.  Summit’s Statements of Direct Operating Revenues and Direct Operating Expenses of Certain Oil and Natural Gas Properties are not intended to be a complete presentation of the results of operations of the properties, as they do not include general and administrative expenses, effects of derivative transactions, interest income or expense, depreciation, depletion, and amortization, any provision for income tax expenses, and other income and expense items not directly associated with direct operating revenues from natural gas, natural gas liquids, and crude oil.  As such, they are not indicative of the operating results of the Summit assets going forward.

For purposes of the unaudited pro forma balance sheet, it is assumed that the Summit Acquisition and related financing transactions occurred on June 30, 2014.  The Hibernia Acquisition and the Piedra Acquisition are already reflected in Holdings’ historical consolidated balance sheet as of June 30, 2014.  For purposes of the unaudited pro forma statements of operations, it is assumed that the Acquisitions and related financing transactions occurred on January 1, 2013.

Note 2.Pro Forma Adjustments and Assumptions

Holdings made the following adjustments and assumptions in the preparation of the unaudited pro forma balance sheet:

(a)To record the Summit Acquisition for $202.5 million in cash and to allocate the purchase price to the assets acquired and liabilities assumed.  The allocation of the purchase price to the assets acquired and liabilities assumed is preliminary and, therefore, subject to change.

The allocation of the purchase price of the Summit Acquisition to the fair value of the assets acquired and liabilities assumed is as follows (in thousands):

Evaluated, including wells and related equipment	$	93,899
Unevaluated	109,570
Inventory	132
Total assets acquired	203,601
Other current liabilities	659
Asset retirement obligations	437
Total liabilities assumed	1,096
Fair value of net assets acquired	$	202,505

5

ATHLON HOLDINGS LP

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS — Continued

(b)Reflects estimated incremental acquisition costs incurred in connection with the consummation of the Acquisitions.  As of June 30, 2014, Holdings had incurred $1.2 million of acquisition costs and expects total acquisition costs to be approximately $1.4 million.

Holdings made the following adjustments and assumptions in the preparation of the unaudited pro forma statements of operations:

(a)Reflects Athlon Energy Inc.’s (“Athlon”) April 2014 issuance and sale of 14,806,250 shares of common stock.  Holdings’ Amended and Restated Agreement of Limited Partnership provides that at any time Athlon issues a share of common stock, other than pursuant to an incentive plan or an exchange transaction, the net proceeds or other consideration received by Athlon with respect to such share, if any, shall be concurrently contributed to Holdings and Holdings shall issue to Athlon one New Holdings Unit.

(b)Reflects estimated incremental interest expense and amortization of debt issuance costs associated with the issuance of the 2022 Notes.

(c)A portion of the assets acquired by Hibernia were acquired by them during May 2013.  Reflects the incremental oil and natural gas revenues and production costs associated with those assets from January 1, 2013 through the date Hibernia acquired them.

(d)Reflects incremental depletion, depreciation, and amortization of oil and natural gas properties associated with the Acquisitions.  Costs associated with evaluated properties are amortized using a unit-of-production basis under the full cost method of accounting for oil and natural gas properties.

(e)Reflects estimated acquisition costs incurred in connection with the consummation of the Acquisitions.  As of June 30, 2014, Holdings had incurred $1.2 million of acquisition costs and expects total acquisition costs to be approximately $1.4 million.

(f)Reflects incremental accretion of discount on asset retirement obligations associated with the Acquisitions.

(g)Reflects an increase in unused commitment fees and amortization of debt issuance costs related to Holdings’ credit agreement, partially offset by the elimination of interest expense associated with a portion of the outstanding borrowings under Holdings’ credit agreement.  On a pro forma basis, there would have been no outstanding borrowings under Holdings’ credit agreement as of January 1, 2013.

A 1/8% change in LIBOR would have no effect on Holdings’ interest expense as there would have been no variable rate debt outstanding during the periods presented on a pro forma basis.

(h)Reflects estimated increase in income tax provision associated with the reduction in operating income from the Acquisitions and the pro forma adjustments using Holdings’ effective tax rate of 1.6% and 1.9% for the six months ended June 30, 2014 and the year ended December 31, 2013, respectively.

Note 3. Pro Forma Earnings Per Unit

Holdings’ Amended and Restated Agreement of Limited Partnership also provides that at any time Athlon issues a share of common stock pursuant to an incentive plan, Athlon is deemed to contribute consideration to Holdings equal to value of the share of common stock issued and Holdings shall issue to Athlon one New Holdings Unit.  As a result, Athlon’s unvested stock awards are dilutive to Holdings’ earnings per unit (“EPU”) calculations.  The following table reflects the pro forma allocation of net income to unitholders and EPU computations for the periods indicated:

6

ATHLON HOLDINGS LP

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS — Continued

	Six months ended June 30, 2014			Year ended December 31, 2013
	(in thousands, except per unit amounts)
Basic EPU
Numerator:
Undistributed net income attributable to unitholders	$	59,960		$	85,302
Participation rights of unvested stock awards in undistributed earnings	(592		)	(611		)
Basic undistributed net income attributable to unitholders	$	59,368		$	84,691
Denominator:
Basic weighted average units outstanding	98,791			89,577
Basic EPU attributable to unitholders	$	0.60		$	0.95
Diluted EPU
Numerator:
Undistributed net income attributable to unitholders	$	59,960		$	85,302
Participation rights of unvested stock awards in undistributed earnings	(592		)	(611		)
Diluted undistributed net income attributable to unitholders	$	59,368		$	84,691
Denominator:
Diluted weighted average units outstanding	98,791			89,577
Diluted EPU attributable to unitholders	$	0.60		$	0.95

Note 4.Supplementary Information

There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting future rates of production and timing of development expenditures.  Oil and natural gas reserve engineering is and must be recognized as a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in any exact way, and estimates of other engineers might differ materially from those included herein.  The accuracy of any reserve estimate is a function of the quality of available data and engineering, and estimates may justify revisions based on the results of drilling, testing, and production activities.  Accordingly, reserve estimates are often materially different from the quantities of oil and natural gas that are ultimately recovered.  Reserve estimates are integral to management’s analysis of impairment of oil and natural gas properties and the calculation of depletion, depreciation, and amortization on these properties.  Natural gas volumes include natural gas liquids.

7

ATHLON HOLDINGS LP

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS — Continued

Holdings’ estimated pro forma net quantities of proved reserves were as follows as of December 31, 2013:

	Holdings Historical	Hibernia Historical	Piedra Historical	Summit Historical	Total Pro Forma
Proved developed reserves:
Oil (MBbls)	26,436	4,159	2,414	2,985	35,994
Natural gas (MMcf)	121,820	10,067	8,242	13,604	153,733
Combined (MBOE)	46,740	5,837	3,787	5,252	61,616
Proved undeveloped reserves:
Oil (MBbls)	44,738	9,695	6,868	—	61,301
Natural gas (MMcf)	214,718	23,012	23,247	—	260,977
Combined (MBOE)	80,524	13,530	10,743	—	104,797
Proved reserves:
Oil (MBbls)	71,174	13,854	9,282	2,985	97,295
Natural gas (MMcf)	336,538	33,079	31,489	13,604	414,710
Combined (MBOE)	127,264	19,367	14,530	5,252	166,413

The changes in Holdings’ pro forma proved reserves were as follows for 2013:

	Holdings Historical						Hibernia Historical						Piedra Historical						Summit Historical						Total Pro Forma
			Natural		Oil				Natural		Oil				Natural		Oil				Natural		Oil				Natural		Oil
	Oil		Gas		Equivalent		Oil		Gas		Equivalent		Oil		Gas		Equivalent		Oil		Gas		Equivalent		Oil		Gas		Equivalent
	(MBbls)		(MMcf)		(MBOE)		(MBbls)		(MMcf)		(MBOE)		(MBbls)		(MMcf)		(MBOE)		(MBbls)		(MMcf)		(MBOE)		(MBbls)		(MMcf)		(MBOE)
Balance, December 31, 2012	49,423		219,333		85,979		3,176		6,991		4,341		9,688		23,624		13,625		3,398		14,472		5,810		65,685		264,420		109,755
Purchases of minerals-in-place	495		2,059		838		8,288		18,262		11,332		—		—		—		—		—		—		8,783		20,321		12,170
Extensions and discoveries	23,895		102,820		41,031		2,248		4,977		3,078		—		—		—		—		—		—		26,143		107,797		44,109
Revisions of previous estimates	43		22,977		3,874		304		3,220		840		(139	)	8,527		1,282		—		—		—		208		34,724		5,996
Production	(2,682	)	(10,651	)	(4,458	)	(162	)	(371	)	(224	)	(267	)	(662	)	(377	)	(413	)	(868	)	(558	)	(3,524	)	(12,552	)	(5,617	)
Balance, December 31, 2013	71,174		336,538		127,264		13,854		33,079		19,367		9,282		31,489		14,530		2,985		13,604		5,252		97,295		414,710		166,413

The following is a pro forma standardized measure of the discounted net future cash flows and changes applicable to proved reserves.  The future net cash flows are discounted at 10% per year and assume continuation of existing economic conditions.

In management’s opinion, the standardized measure of discounted future net cash flows should be examined with caution.  The basis for this table is the reserve studies prepared by petroleum engineers, which contain imprecise estimates of quantities and rates of production of reserves.  Revisions of previous year estimates can have a significant impact on these results.  Also, exploration costs in one year may lead to significant discoveries in later years and may significantly change previous estimates of proved reserves and their valuation.  Therefore, the standardized measure of discounted future net cash flows is not necessarily indicative of the fair value of Holdings’ evaluated oil and natural gas properties.

The data presented should not be viewed as representing the expected cash flow from or current value of, existing proved reserves since the computations are based on a large number of estimates and arbitrary assumptions.  Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations and frequent revisions.  Actual future prices and costs are likely to be substantially different from the prices and costs utilized in the computation of reported amounts.

Holdings’ pro forma standardized measure of discounted future net cash flows was as follows as of December 31, 2013:

	Holdings Historical			Hibernia Historical			Piedra Historical			Summit Historical			Pro Forma as Adjusted
	(in thousands)
Future cash inflows	$	8,053,437		$	1,491,194		$	1,073,809		$	339,909		$	10,958,349
Future production costs	(2,421,186		)	(326,331		)	(321,907		)	(110,428		)	(3,179,852		)
Future development costs	(1,242,817		)	(202,159		)	(160,555		)	—			(1,605,531		)
Future income taxes	(56,374		)	(10,438		)	(7,517		)	(2,380		)	(76,709		)
Future net cash flows	4,333,060			952,266			583,830			227,101			6,096,257
10% annual discount	(2,721,172		)	(605,100		)	(369,043		)	(110,592		)	(3,805,907		)
Standardized measure of discounted estimated future net cash flows	$	1,611,888		$	347,166		$	214,787		$	116,509		$	2,290,350

8

ATHLON HOLDINGS LP

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS — Continued

The changes in Holdings’ pro forma standardized measure of discounted estimated future net cash flows were as follows for 2013:

	Holdings Historical			Hibernia Historical			Piedra Historical			Summit Historical			Pro Forma as Adjusted
	(in thousands)
Net change in prices and production costs	$	250,716		$	40,254		$	1,918		$	13,557		$	306,445
Purchases of minerals-in-place	11,601			127,844			—			—			139,445
Extensions, discoveries, and improved recovery	448,208			60,044			—			—			508,252
Revisions of previous quantity estimates	50,202			15,232			19,199			—			84,633
Production, net of production costs	(246,327		)	(15,031		)	(23,223		)	(38,084		)	(322,665		)
Previously estimated development costs incurred during the period	130,900			6,292			23,238			—			160,430
Accretion of discount	86,658			13,315			17,172			13,105			130,250
Change in estimated future development costs	(17,389		)	31,100			554			—			14,265
Net change in income taxes	(7,948		)	(2,968		)	(343		)	101			(11,158		)
Change in timing and other	54,353			13,350			6,974			(2,026		)	72,651
Net change in standardized measure	760,974			289,432			45,489			(13,347		)	1,082,548
Standardized measure, beginning of year	850,914			57,734			169,298			129,856			1,207,802
Standardized measure, end of year	$	1,611,888		$	347,166		$	214,787		$	116,509		$	2,290,350

9