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~~December 1312, 2014

ATHLON ENERGY INC.

ATHLON HOLDINGS LP

ATHLON FINANCE CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-36026	46-2549833
Delaware Delaware Delaware	001-36026 333-195506 333-195506-2	46-2549833 45-2817212 46-2465554
(State or Other Jurisdiction of Incorporation)	(~~CommissionFile~~Commission File Number)	(IRS Employer 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:

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

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

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

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

~~Introductory~~Item ~~Note~~1.01. Entry into a Material Definitive Agreement.

AsOn ~~previously~~December 12, ~~disclosed~~2014, Athlon ~~Energy~~Holdings ~~Inc., a Delaware corporation~~ LP (~~the~~ “~~Company~~Holdings”), entered into ana ~~Agreement~~purchase ~~and~~agreement ~~Plan~~with ~~of Merger,~~Athlon ~~dated~~Energy asInc. ~~of September 27, 2014, and amended as of November 3, 2014~~ (the “~~Merger Agreement~~Purchaser”), ~~with~~the ~~Encana~~direct ~~Corporation,~~parent acompany ~~Canadian~~of ~~corporation (“Parent”)~~Holdings, ~~and~~pursuant ~~Alenco~~to ~~Acquisition~~which ~~Company~~Holdings ~~Inc.,~~issued ~~a Delaware corporation~~ and ~~indirect~~sold ~~wholly~~to ~~owned~~the ~~subsidiary of Parent (“~~Purchaser~~”).~~ In20 ~~accordance~~limited ~~with~~partner ~~the~~units ~~terms~~ of ~~the~~Holdings ~~Merger~~in exchange ~~Agreement,~~for ~~on October 10, 2014, Purchaser commenced~~ a ~~tender~~purchase ~~offer~~price ~~(the “Offer”) to acquire all~~ of ~~the outstanding shares of the Company’s common stock, par value~~ $~~0.01 per share (the “Shares”)~~1, ~~for $58.50 per Share~~277, ~~net to the seller in cash~~000,000 ~~without interest, less any applicable withholding taxes~~ (the “~~Offer~~Purchase ~~Price~~Agreement”).

~~The~~Item ~~Offer expired at 12:00 midnight, New York City time, on Wednesday, November 12, 2014 (one minute after 11:59 P~~1.M02., ~~New~~Termination ~~York City time, on Wednesday, November 12, 2014) (the “Expiration Date”). Following the expiration~~ of ~~the Offer, Computershare Trust Company, N.A., the depositary for the Offer, advised Parent and Purchaser that, as of the Expiration Date,~~ a ~~total~~Material ofDefinitive ~~88,025,770 Shares had been validly tendered and not withdrawn pursuant to the Offer, which tendered Shares represent approximately 86~~Agreement.9% of the outstanding Shares on a fully diluted basis. As a result, Purchaser accepted for payment (such time of acceptance for payment, the “Acceptance Time”) all such Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the Expiration Date, and payment for such Shares has been made to the depositary, which will act as agent for tendering stockholders for the purpose of receiving payments for tendered Shares and transmitting such payments to tendering stockholders whose Shares have been accepted for payment, in accordance with the terms of the Offer. The depositary also advised Parent and Purchaser that it had received Notices of Guaranteed Delivery with respect to 4,487,330 Shares, representing approximately 4.4% of the outstanding Shares on a fully diluted basis.

~~Concurrently~~On ~~with~~December 15, 2014, Holdings and Athlon Finance Corp. (the ~~effective~~“Co-Issuer” ~~time~~and, oftogether with Holdings, the ~~Merger~~“Issuers”) redeemed 35% or $175,000,000 (the “~~Effective~~2021 ~~Time~~Notes Equity Claw Redemption”), ~~all~~of ~~indebtedness, liabilities~~the ~~and~~aggregate ~~other~~principal ~~obligations~~amount of ~~Athlon~~their ~~Holdings~~7.375% LPSenior Notes due 2021 (the “~~Holdings~~2021 Notes”), aoutstanding ~~subsidiary~~as of such date (the ~~Company~~“2021 Notes Equity Claw Redemption Date”). The redemption price for the 2021 Notes redeemed pursuant to the 2021 Notes Equity Claw Redemption was 107.375% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the ~~guarantors~~2021 ~~under~~Equity Claw Redemption Date, in accordance with the ~~Amended~~provisions ~~and~~of ~~Restated~~the ~~Credit~~indenture ~~Agreement~~governing the 2021 Notes, dated as of ~~March~~April 1917, 2013, by and among ~~Holdings~~the Issuers, the guarantors ~~lenders~~party ~~from time~~thereto, toand ~~time~~Wells ~~party~~Fargo ~~thereto~~Bank, National Association, as trustee (the “~~Existing Lenders~~Trustee”) ~~and~~(the ~~Bank~~“2021 ofNotes ~~America, N~~Indenture”).~~A.,~~ asThe ~~administrative~~2021 ~~agent~~Notes ~~and~~Equity ~~collateral~~Claw ~~agent~~Redemption ~~for~~was conditioned upon the ~~Existing~~prior ~~Lenders,~~consummation ~~were~~of ~~repaid~~an inEquity Offering ~~full~~(as ~~and~~defined ~~all~~in ~~commitments~~the ~~thereunder~~2021 ~~were~~Notes ~~terminated~~Indenture).

~~The~~On ~~foregoing~~December 15, ~~summary~~2014, the Issuers redeemed 35% or $227,500,000 (the “2022 Notes Equity Claw Redemption”) of the ~~Merger~~aggregate ~~Agreement~~principal ~~and~~amount of their 6.000% Senior Notes due 2022 (the ~~transactions~~“2022 ~~contemplated~~Notes”) ~~thereby~~outstanding ~~does~~as ~~not~~of ~~purport~~such todate be(the ~~complete~~“2022 ~~and~~Notes isEquity ~~subject~~Claw ~~to,~~Redemption ~~and qualified~~Date”). inThe ~~its~~redemption ~~entirety~~price ~~by,~~for the ~~full~~2022 ~~text~~Notes redeemed ofpursuant to the ~~Merger~~2022 ~~Agreement~~Notes ~~included~~Equity asClaw ~~Exhibit 2~~Redemption was 106.1000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the ~~Current~~2022 ~~Report~~Equity onClaw ~~Form 8-K~~Redemption ~~filed~~Date, byin accordance with the ~~Company~~provisions onof ~~October~~the indenture governing the 2022 Notes, dated as of May 21, 2014, asby ~~amended~~and byamong the ~~Amendment~~Issuers, tothe ~~Agreement~~guarantors party thereto, and ~~Plan~~the ofTrustee ~~Merger included~~(the as“2022 ~~Exhibit~~Notes 2Indenture”).1 toThe ~~the~~2022 ~~Current~~Notes ~~Report~~Equity onClaw ~~Form~~Redemption ~~8-K~~was ~~filed~~conditioned byupon the ~~Company~~prior consummation onof ~~November 7,~~an ~~2014,~~Equity ~~which~~Offering is(as ~~incorporated~~defined ~~herein~~in bythe ~~reference~~2022 Notes Indenture).

~~Item~~On 3December 16, 2014, the Issuers redeemed all of the aggregate principal amount of the 2021 Notes (the “2021 Notes Make-Whole Redemption”) outstanding as of such date (the “2021 Notes Make-Whole Redemption Date”).01 After giving effect to the 2021 Notes Equity Claw Redemption, 65% or $325,000,000 of the aggregate principal amount of the 2021 Notes were outstanding on the 2021 Notes Make-Whole Redemption Date. ~~Notice~~The redemption price for the 2021 Notes redeemed pursuant to the 2021 Notes Make-Whole Redemption was 100.000% of ~~Delisting~~the principal oramount ~~Failure~~thereof, plus the Applicable Premium (as defined in the 2021 Notes Indenture) as of, and accrued and unpaid interest thereon to, ~~Satisfy~~but aexcluding, ~~Continuing~~the ~~Listing~~2021 ~~Rule~~Notes orMake-Whole ~~Standard;~~Redemption ~~Transfer~~Date, in accordance with the provisions of ~~Listing~~the 2021 Notes Indenture.

On ~~November~~December 1316, 2014, ~~Purchaser~~the ~~merged~~Issuers ~~with~~redeemed ~~and~~all ~~into~~of the ~~Company,~~aggregate ~~with~~principal ~~the~~amount ~~Company~~of ~~surviving~~the as2022 anNotes ~~indirect~~(the ~~wholly~~“2022 ~~owned~~Notes ~~subsidiary~~Change of ~~Parent~~Control ~~(the “Merger~~Redemption”). Inoutstanding ~~connection~~as ~~with~~of ~~the~~such ~~consummation~~date of (the ~~Offer~~“2022 ~~and~~Notes ~~the~~Change ~~Merger,~~of ~~the~~Control ~~Company~~Redemption (iDate”) ~~notified~~. ~~the~~After ~~New~~giving ~~York~~effect ~~Stock~~to ~~Exchange (~~the ~~“NYSE”)~~2022 ofNotes ~~the~~Equity ~~consummation~~Claw ofRedemption, ~~the~~65% ~~Merger~~or ~~and (ii) requested~~$422,500,000 ~~that~~of the ~~NYSE~~aggregate ~~file~~principal ~~with~~amount of the ~~Securities~~2022 Notes ~~and~~were ~~Exchange~~outstanding ~~Commission~~on (the ~~“SEC”)~~2022 aNotes ~~Form 25~~Change ~~Notification~~ of ~~Removal~~Control ~~from~~Redemption ~~Listing~~Date. ~~and/or~~The ~~Registration~~redemption ~~pursuant~~price tofor ~~Rule 12d2-2(a)(3) under~~ the ~~Securities~~2022 ~~Exchange~~Notes ~~Act of~~redeemed ~~1934,~~pursuant ~~as amended (the “Exchange Act”)~~ to ~~delist and deregister~~ the ~~Shares~~2022 ~~under~~Notes ~~Section 12(b)~~ Change of ~~the~~Control ~~Exchange~~Redemption ~~Act~~was 110.000% ~~Trading~~ of ~~Shares on~~ the ~~NYSE~~principal ~~will~~amount ~~be suspended prior to market open on November 14~~thereof, ~~2014.~~plus ~~The~~accrued and ~~Company~~unpaid ~~also~~interest ~~intends~~thereon to, ~~file~~but ~~with~~excluding, the ~~SEC~~2022 aNotes ~~Form 15~~Change ~~under~~of ~~the~~Control ~~Exchange~~Redemption ~~Act~~Date, toin ~~deregister~~accordance with the ~~Shares~~provisions ~~under Section 12(g)~~ of the ~~Exchange~~2022 ~~Act~~Notes Indenture.

~~Item~~On ~~3.03.~~December 17, ~~Material~~at ~~Modification~~the request of ~~Rights~~the Issuers and pursuant to the provisions of ~~Security~~the ~~Holders~~2021 Notes Indenture, the Trustee released and discharged the 2021 Notes Indenture, including all liens, security interests and the rights and covenants created or incurred thereunder, except for the 2021 Notes Indenture provisions and the rights and immunities of the Trustee which, by the terms of the 2021 Notes Indenture, survive such satisfaction and discharge.

~~The~~On ~~information~~December 17, ~~contained~~at inthe request of the ~~Introductory~~Issuers ~~Note~~and pursuant to the provisions of the 2022 Notes Indenture, ~~Item 5.01~~the Trustee released and ~~Item 5.03~~discharged ofthe ~~this~~2022 ~~Current~~Notes ~~Report~~Indenture, onincluding ~~Form 8-K~~all isliens, ~~incorporated~~security interests and the rights and covenants created or incurred thereunder, except for the 2022 Notes Indenture provisions and the rights and immunities of the Trustee which, by ~~reference~~the ~~into~~terms ~~this~~of ~~Item 3~~the 2021 Notes Indenture, survive such satisfaction and discharge.~~03.~~

Item 53.0102. ~~Changes~~Unregistered inSales ~~Control~~ of ~~Registrant~~Equity Securities.

AsThe ~~described~~information provided in ~~the~~response ~~Introductory~~to ~~Note~~Item 1.01 ~~above,~~of atthis report ~~the~~is ~~Acceptance~~incorporated ~~Time,~~by ~~Purchaser~~reference ~~accepted~~into ~~for~~this ~~payment~~Item 3.02. ~~all~~The ~~Shares~~issuance ~~validly~~and ~~tendered~~sale ~~and~~by ~~not~~Holdings ~~validly withdrawn~~of its limited partner units pursuant to the ~~Offer~~Purchase onAgreement orwas ~~prior~~made toin reliance on the ~~Expiration~~exemption ~~Date.~~provided Asby Section 4(a)(2) ~~result~~ of the ~~acceptance~~Securities Act of ~~such~~1933, ~~Shares~~as amended, for the offer and sale of securities not involving a ~~change~~public offering. The transaction was privately negotiated directly with the Purchaser and no public solicitation or advertisement was made in ~~control~~connection ofwith the transactions ~~Company~~contemplated ~~has~~by ~~occurred~~the Purchase Agreement. Holdings did not incur any underwriting discounts, placement agent fees or other selling commissions in connection with the transaction.

As3 described above, the Merger was completed on November 13, 2014. The Merger was governed by Section 251(h) of the General Corporation Law of the State of Delaware, with no stockholder vote required to consummate the Merger. At the Effective Time, each Share then outstanding (other than Shares that are held by any stockholders who are entitled to and who properly demanded appraisal in connection with the Merger) was converted into the right to receive the Offer Price, without interest, less any applicable withholding taxes.

~~The~~SIGNATURE aggregate consideration paid by Purchaser in the Offer and Merger was approximately $5.9 billion, without giving effect to related transaction fees and expenses. Purchaser had sufficient funds to purchase all Shares validly tendered in the Offer and not withdrawn, and to pay for the acquisition of the remaining Shares in the Merger. Purchaser funded the payment from its available cash on hand.

~~The~~Pursuant ~~information~~to ~~contained~~the inrequirements of the ~~Introductory~~Securities ~~Note~~Exchange ~~and~~Act inof ~~Item 5.02~~1934, ofthe registrant has duly caused this ~~Current~~report ~~Report~~to be signed on ~~Form 8-K is~~its ~~incorporated~~behalf by the ~~reference~~undersigned ~~into~~hereunto ~~this~~duly ~~Item 5~~authorized.~~01.~~

~~Item~~Date: ~~5.02.~~December 17, ~~Departure~~2014 ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

AtATHLON ~~the~~ENERGY ~~Effective~~INC. ~~Time,~~ATHLON ~~the~~HOLDINGS ~~directors~~LP ofATHLON ~~the~~FINANCE ~~Company resigned, and immediately following the Effective Time the directors of Purchaser, which consisted of Sherri A~~CORP. ~~Brillon,~~By: ~~David~~/s/ ~~G. Hill,~~ Andrew L. Rogers ~~and~~Name: ~~Renee~~Andrew EL. ~~Zemljak,~~Rogers ~~were~~Title: elected as directors of the Company, each to hold office until their respective successors are duly elected or appointed and qualified or until their earlier respective deaths, resignations or removals from office. Vice-President

Information about Sherri A. Brillon, David G. Hill, Andrew L. Rogers and Renee E. Zemljak is contained in the Offer to Purchase (the “Offer to Purchase”) dated October 10, 2014, filed by Parent and Purchaser as Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO, originally filed with the SEC on October 10, 2014, as subsequently amended, which information is incorporated herein by reference.

Immediately after the Effective Time, the principal executive, financial, accounting and operating officers of the Company were voluntarily terminated, and the following officers were appointed, each to hold office until their respective successors are duly appointed or until their earlier respective deaths, resignations or removals from office:

Name Office Sherri A. Brillon President & Chief Executive Officer David G. Hill Vice-President Arthur R. Frederick Vice-President Andrew L. Rogers Vice-President Christopher L. Valdez Vice-President Cyrus D. Marter lV Vice-President, Legal Stephen E. Dyck Vice-President, Comptroller Trang N. (Maggie) Dinh-Phung Assistant Comptroller & Chief Financial Officer Corey D. Code Treasurer Jeffrey G. Paulson Secretary M. Scott Regan Assistant Secretary

Information about certain of the foregoing officers, including the principal executive, financial, accounting and operating officers of the Company, is contained in the Offer to Purchase, which information is incorporated herein by reference.

The information contained in the Introductory Note is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, the certificate of incorporation of the Company and the bylaws of the Company were each amended and restated in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, which are incorporated by reference into this Item 5.03.

Item 8.01. Other Events.

On November 13, 2014, Parent issued a press release announcing the expiration and results of the Offer and the expected consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 27, 2014, by and among Encana Corporation, Alenco Acquisition Company Inc. and Athlon Energy Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 2, 2014).
2.2		Amendment to Agreement and Plan of Merger, dated as of November 3, 2014, by and among Encana Corporation, Alenco Acquisition Company Inc. and Athlon Energy Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 7, 2014).
3.1		Amended and Restated Certificate of Incorporation of Athlon Energy Inc.
3.2		Amended and Restated By-laws of Athlon Energy Inc.
99.1		Press Release issued by Encana Corporation, dated November 13, 2014 (incorporated by reference to Exhibit (a)(5)(xv) to the Schedule TO filed by Encana Corporation and Alenco Acquisition Company Inc. with the Securities and Exchange Commission on November 13, 2014).

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.

Date: November 13, 2014

ATHLON ENERGY INC. By: /s/ Andrew L. Rogers Name: Andrew L. Rogers Title: Vice-President

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 27, 2014, by and among Encana Corporation, Alenco Acquisition Company Inc. and Athlon Energy Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 2, 2014).
2.2		Amendment to Agreement and Plan of Merger, dated as of November 3, 2014, by and among Encana Corporation, Alenco Acquisition Company Inc. and Athlon Energy Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 7, 2014).
3.1		Amended and Restated Certificate of Incorporation of Athlon Energy Inc.
3.2		Amended and Restated By-laws of Athlon Energy Inc.
99.1		Press Release issued by Encana Corporation, dated November 13, 2014 (incorporated by reference to Exhibit (a)(5)(xv) to the Schedule TO filed by Encana Corporation and Alenco Acquisition Company Inc. with the Securities and Exchange Commission on November 13, 2014).

Filing Compare · Athlon Energy Inc.