UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  June 2, 2014

ATHLON ENERGY INC.

(Exact name of registrant as specified in its charter)

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))

Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 2, 2014, Athlon Energy Inc., a Delaware corporation (the “Company”), completed the previously announced transactions contemplated by the purchase and sale agreement, dated as of April 8, 2014 (the “Hibernia Purchase Agreement”), with Hibernia Holdings, LLC and Hibernia Resources, LLC.  Pursuant to the Hibernia Purchase Agreement, the Company acquired certain producing properties and undeveloped acreage for approximately $383.7 million in cash, subject to customary post-closing adjustments.  The properties are 100% operated and are concentrated primarily on the western side of the northern Midland Basin in Martin County, in proximity to the Company’s existing properties.

On June 3, 2014, the Company completed the previously announced transactions contemplated by the purchase and sale agreement, dated as of April 8, 2014 (the “Piedra Purchase Agreement”), with Piedra Energy II, LLC, Piedra Operating, LLC, and the other sellers party thereto.  Pursuant to the Piedra Purchase Agreement, the Company acquired certain producing properties and undeveloped acreage for approximately $291.4 million in cash, subject to customary post-closing adjustments.  The properties are 100% operated and are concentrated primarily on the western side of the northern Midland Basin in Martin and Glasscock counties, in proximity to the Company’s existing properties.

The purchase price was determined by based on arm’s length negotiations.  Prior to the acquisitions, there were no material relationships between the sellers, on the one hand, and the Company or any of its affiliates, directors, officers, or any associate of such directors or officers, on the other hand.

The acquisitions were financed with a portion of the net proceeds from the May 2014 issuance of $650 million of 6% senior notes due 2022 and the April 2014 public offering of 14,806,250 shares of the Company’s common stock at $40.00 per share.

The foregoing description of the Hibernia Purchase Agreement and the Piedra Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Hibernia Purchase Agreement and the Piedra Purchase Agreement, copies of which are filed as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(a), (b) Financial Statements of Businesses Acquired; Pro Forma Financial Information

Pursuant to Items 9.01(a)(4) and 9.01(b)(2) of Form 8-K, the Company will amend this filing not later than 71 calendar days after June 2, 2014, to file the financial statements required by Rule 3-05(b) of Regulation S-X (17 CFR 210.2-05(b)) and Article 11 of Regulation S-X (17 CFR 210).

(d) Exhibits.

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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.

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EXHIBIT INDEX

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