UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 11, 2018

Rex Energy Corporation

(Exact name of registrant as specified in its charter)

366 Walker Drive

State College, Pennsylvania 16801

(Address of Principal Executive Office and Zip Code)

(814) 278-7267

(Registrant’s telephone number, including area code)

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 obligations of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 7.01 Regulation FD Disclosure.

Disclosures pursuant to Non-Disclosure Agreements

As previously disclosed, Rex Energy Corporation (“Rex Energy” or the “Company”) has been engaged in discussions with holders of indebtedness under its Term Loan Credit Agreement, dated April 28, 2017, and holders of its 1.0%/8.0% senior secured notes due 2020 (“Senior Notes”) regarding potential transactions involving a recapitalization, refinancing, or other restructuring transaction with respect to the Company (each, a “Possible Transaction”).

As previously reported, in connection with discussing a Possible Transaction, the Company entered into confidentiality agreements with legal and financial advisors for a committee of holders of the Senior Notes (the “Noteholders”) and individual Noteholders, in September 2017 and January 2018, respectively. More recently, in March of 2018, the Company renewed discussions with respect to a Possible Transaction with the Noteholders, and the parties executed additional confidentiality agreements (the “NDAs”). During the course of those recent discussions, and subject to the applicable NDAs, the Company shared certain confidential information with the Noteholders (collectively, the “Cleansing Materials”). While the Company is continuing the exchange of confidential information with certain of the Noteholders, one of the Noteholders requested that its NDA be terminated and the Cleansing Materials be disclosed pursuant to the terms of the applicable NDA. Copies of the Cleansing Materials are attached hereto as Exhibits 99.1 through 99.6.

Also attached hereto as Exhibit 99.7 is a summary of various proposals exchanged in connection with a Possible Transaction. The Company has not yet reached agreement on mutually acceptable terms and conditions with the Noteholders regarding a Possible Transaction. Negotiations between the Company and the Noteholders are ongoing. There are no assurances that the Company and such Noteholders will come to an agreement on the terms of a Possible Transaction.

Rex Energy expects that it will continue to assess its financing alternatives and opportunistically engage with current or potential investors, lenders, or financing providers regarding such alternatives in the future. Any financing, refinancing, or restructuring arrangement may be on terms similar or dissimilar to the proposals described herein, could be subject to additional terms or conditions, could require specific approvals from existing lenders, noteholders and/or shareholders, among others, and would otherwise be subject to the negotiation and execution of definitive documentation. There can be no assurance that any such transaction would result in additional liquidity or that any such transaction can or will be consummated.

In accordance with General Instruction B.2 of Form 8-K, the information under this heading shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.

Cautionary Note Regarding Forward-Looking Statements

Certain Statements in this Form 8-K and the exhibits hereto that are not historical facts (including the entirety of Exhibit 99.4) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company believes these statements and the assumptions and estimates contained therein are reasonable based on information that is currently available to it. However, management’s assumptions and the Company’s future performance are subject to a wide range of business risks and uncertainties, both known and unknown, and the Company cannot assure that the Company can or will meet the goals, expectations and projections. Any number of factors could cause our actual results to be materially different from those expressed or implied in the Company’s forward looking statements. Further information on the risks and uncertainties that may affect our business is available in the Company’s filings with the SEC, and the Company strongly encourages readers to review and understand those risks. The Company does not assume or undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits.

(a) Exhibits.

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.