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): ~~May~~August 1824, 2018

Rex Energy Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-33610

20-8814402

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

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:

☐	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))

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 1.01

Entry into a Material Definitive Agreement

~~The~~As ~~information~~previously ~~set~~disclosed, ~~forth~~on ~~below~~May 18, 2018, Rex Energy Corporation (“Rex Energy” or the “Company”) and certain of its wholly owned subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under ~~Item~~chapter ~~1.03~~11 of ~~this~~title 11 of the United States Code (the “Bankruptcy Code”) in the ~~Current~~United ~~Report~~States onBankruptcy ~~Form~~Court ~~8-K~~for ~~regarding~~the Western District of Pennsylvania (the ~~Restructuring~~“Bankruptcy ~~Support~~Court”). ~~Agreement~~The Debtors’ chapter 11 cases (asthe ~~defined~~“Chapter ~~below~~11 Cases”) isare ~~incorporated~~being ~~herein~~administered byunder ~~reference~~the caption In re R.E. Gas Development, LLC, Case No. 18-22032 (JAD). The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

~~Item~~On ~~1.03~~June 29, 2018, the Bankruptcy Court entered an order approving the bidding procedures for the sale of all or ~~Receivership~~substantially all of the Debtors’ assets, and scheduled an auction with respect to the sale of the Debtors’ assets for August 16, 2018 (the “Bidding Procedures Order”). The auction was subsequently rescheduled several times, and on August 24, 2018, in accordance with the Bidding Procedures Order, the Debtors, in consultation with the required consultation parties in accordance with the Bidding Procedures Order, have (a) ultimately determined to cancel the auction and (b) selected the bid submitted by the Buyer (as defined below) as the bid which constitutes the highest or otherwise best bid for the Assets (as defined in the Purchase Agreement) (the “Successful Bid”).

On May 18, 2018 (the “Petition Date”), Rex Energy Corporation (“Rex Energy” or the “Company”) and certain of its wholly owned subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions”) for reorganization under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Western District of Pennsylvania (the “Bankruptcy Court”). The Debtors ~~have~~will ~~filed~~present ~~a motion with~~ the ~~Bankruptcy~~Successful ~~Court seeking~~Bid toand ~~jointly administer all of~~ the ~~Debtors’~~Purchase ~~chapter~~Agreement ~~11 cases~~ (~~the~~as ~~“Chapter~~defined ~~11 Cases”~~below) ~~under the caption In re R.E. Gas Development, LLC, Case No. 18-22032. The Debtors will continue~~ to ~~operate their businesses as “debtors-in-possession” under~~ the ~~jurisdiction of the~~ Bankruptcy Court ~~and~~for inapproval ~~accordance~~at ~~with~~ the ~~applicable~~sale ~~provisions~~hearing ~~of the Bankruptcy Code and orders of the~~scheduled ~~Bankruptcy~~for Court. The Company has filed a series of first day motions with the Court that will allow it to continue to conduct business without interruption. These motions are designed primarily to minimize the effect of bankruptcy on the Company’s operationsAugust 30, ~~customers and employees~~2018.

~~The~~Asset ~~Company~~Purchase ~~expects~~Agreement to continue operations in the normal course during the pendency of the Chapter 11 Cases, and anticipates making royalty payments and payments to working interest owners when due, subject to Bankruptcy Court approval. Employees should expect no change in their daily responsibilities and to be paid in the ordinary course of business.

~~Restructuring~~The ~~Support~~Company and certain of its wholly owned subsidiaries (the “Sellers”) entered into an agreement (the “Purchase Agreement”), executed on August 24, 2018, with PennEnergy Resources, LLC (the “Buyer”) pursuant to which the Buyer agreed to acquire substantially all of the assets and assume certain liabilities of the Sellers for an aggregate purchase price of $600.5 million, subject to certain adjustments, pursuant to Sections 105, 363 and 365 of the Bankruptcy Code.

~~In connection~~The ~~with~~purchase ~~its~~price ~~Chapter~~will 11be ~~filing,~~applied the Company announced today that it has reached an agreement (the “Restructuring Support Agreement”), executed on May 18, 2018, with (i) certain beneficial owners of and/or the investment manager of the beneficial owners (the “Consenting Noteholders”) of the Company’s 1.00%/8.00% Senior Secured Second Lien Notes due 2020 (such notes, collectively, the “Prepetition Second Lien Notes”) governed by ~~that certain~~ ~~Indenture, dated as of March 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time,~~ the ~~“Prepetition~~Sellers ~~Second Lien Notes Indenture”), by and among the Company, the guarantors named therein and Wilmington Savings Fund Society, FSB,~~ as ~~trustee,~~follows: (ii) Angelo, Gordon Energy Servicer, LLC (“AGES”), as administrative agent and collateral agent under that certain Term Loan Credit Agreement, dated as of April 28, 2017 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Prepetition First Lien Credit Agreement”), by and among the Company, as borrower, AGES, as Administrative Agent and collateral agent, Macquarie Bank Limited, as issuing bank, and the lenders party thereto (the “First Lien Lenders”); and (iii) certain First Lien Lenders.

~~Pursuant~~• toat the ~~terms~~closing of the ~~Restructuring~~ ~~Support~~contemplated ~~Agreement~~transaction, ~~AGES,~~in ~~100%~~full satisfaction of the ~~First~~DIP ~~Lien~~Facility ~~Lenders~~ and ~~71.8% of~~ the ~~holder of the~~ Prepetition ~~Second~~First Lien ~~Notes~~Credit ~~have~~Agreement, ~~agreed on~~ the ~~basic~~Buyer ~~terms~~will ofpay aAngelo, ~~sale~~Gordon ~~process~~Energy ~~designed~~Services, toLLC ~~encourage a robust auction for substantially all of the Debtors’ assets~~ (~~the~~ “~~Sale Process~~AGES”). The Sale Process will have a reserve price sufficient to pay the obligations owing to the DIP Lenders and First Lien Lenders in full. The Debtors will also simultaneously pursue a plan process pursuant to which either (i) if a sale is not consummated, ~~the DIP Lenders (~~as ~~defined~~administrative ~~below)~~agent and ~~First~~collateral ~~Lien Lenders would receive 100% of the equity in the reorganized company or (ii) if a sale is consummated (including through a chapter 11 plan)~~agent, ~~the~~an ~~obligations~~amount ~~owing~~sufficient to ~~the~~repay ~~DIP~~all ~~Lenders~~amounts ~~and~~due ~~First Lien Lenders would be repaid in full from the net proceeds of such sale~~ and ~~the~~owing ~~holders of allowed claims~~ under the ~~Prepetition~~DIP Second Lien Notes Indenture would receive the excess proceeds from such sale (the “Plan Process”). Attached to the Restructuring Support Agreement as exhibits are two term sheets: (1) a restructuring term sheet outlining the Sale Process and the terms of a comprehensive settlement between the CompanyFacility, ~~AGES,~~ the ~~First Lien Lenders and the Consenting Noteholders with respect to certain yield maintenance and call protection amounts which have become due under the~~ Prepetition First Lien Credit Agreement~~; and (2) a plan term sheet~~, ~~which outlines~~ the ~~terms~~Make-Whole ofAmount ~~the~~(each ~~Plan~~as ~~Process.~~defined ~~Under~~in the ~~Restructuring~~Purchase ~~Support~~ Agreement) (and ~~subject~~related tofees ~~the~~and ~~terms thereof)~~expenses, ~~the~~less ~~Debtors~~$2, ~~AGES~~250,000 ~~the~~(which ~~First Lien Lenders and the Consenting Noteholders agreed~~$2, ~~among other things~~250,000 toshall ~~support~~instead ~~the Sale~~be ~~Process~~used ~~and~~to ~~the~~satisfy ~~Plan~~certain ~~Process,~~unsecured asnote ~~applicable,~~obligations and to ~~abide~~settle by certain ~~milestones~~lease ~~regarding~~claims ~~the~~as ~~Sale~~described ~~Process and the Plan Process and administration of the Chapter 11 Cases.~~ below);

~~The~~• ~~Restructuring~~at ~~Support~~the ~~Agreement~~closing ~~contemplates~~of the ~~approval~~contemplated bytransaction, the ~~Bankruptcy~~Buyer ~~Court~~will pay $162,000,000 to Wilmington Savings Fund Society, FSB (the “Second Lien Trustee”), in its capacity as trustee for the beneficial owners of and/or the ~~DIP~~investment ~~Credit~~manager ~~Agreement~~of ~~described~~the ~~below~~beneficial ~~under~~owners of the ~~heading~~Company’s 1.00%/8.00% Senior Secured Second Lien Notes due 2020 (collectively, the “~~Debtor-in-Possession~~Second ~~Financing.~~Lienholders”) for the benefit of the Second Lienholders;

~~The~~• ~~Restructuring~~at ~~Support~~the ~~Agreement includes~~closing anof ~~agreed~~the ~~timeline~~contemplated ~~for~~transaction, the ~~Chapter~~Buyer 11will ~~Cases~~pay ~~that~~$2, ~~if met~~775,000 ~~would~~to ~~result in~~ the ~~Company~~unsecured ~~closing~~notes ontrustee ato ~~qualified~~be ~~bid~~applied ~~and/or~~as ~~confirming~~follows: a(1) ~~chapter 11 plan and emerging from bankruptcy within 170 days~~$1,067,998.00 ~~The~~will ~~proposed~~be ~~terms~~applied ofto ~~the~~principal ~~DIP~~outstanding ~~Credit Agreement~~in ~~and~~respect ~~the proposed terms~~ of the ~~Sale~~Unsecured ~~Process~~6.25% ~~and~~Notes ~~the~~(as ~~Plan~~defined ~~Process set forth~~ in the ~~Restructuring~~Purchase ~~Support~~ Agreement); ~~are~~(2) to$1,432,002.00 will be ~~effectuated~~applied ~~through the Chapter 11 Cases and remain subject~~ to ~~Bankruptcy~~principal ~~Court~~outstanding ~~approval.~~in ~~The~~respect ~~foregoing description~~ of the ~~Restructuring~~Unsecured ~~Support~~8.875% ~~Agreement~~Notes ~~does~~(as ~~not~~defined ~~purport~~in tothe bePurchase ~~complete~~Agreement); and is(3) ~~qualified~~$275,000 inwill ~~its~~be ~~entirety~~applied bytoward ~~reference~~fees ~~to the Restructuring Support Agreement filed as Exhibit 10.1 hereto~~ and ~~incorporated~~expenses ~~herein~~of bythe ~~reference.~~unsecured notes trustee;

~~Debtor-~~• at the closing of the contemplated transaction, the Buyer will pay $1,725,000 to a fund administrator in~~-Possession~~ ~~Financing~~ respect of certain disputed lease claims to be applied as follows: (1) up to $1,005,000 will be distributed to claimants who execute and return a release and waiver of claims on or prior to December 7, 2018, and (2) $720,000 will be applied toward fees and expenses of the claimants; provided, that any amounts that are not allocated to be paid on or prior to December 7, 2018 as a result of not all applicable claimants providing the required releases, will be paid 50% to the first lien and DIP lender and 50% to the Second Lien Trustee for the benefit of the Second Lienholders; and

In• ~~connection with~~ the ~~Chapter~~Buyer 11will ~~Cases,~~pay ~~on May 18, 2018,~~ the ~~Debtors~~remaining ~~filed~~portion ~~a motion (the “DIP Motion”) seeking, among other things, interim and final approval~~ of ~~debtor-in-possession financing on terms and conditions set forth in a proposed Debtor-in-Possession Credit Agreement (~~the ~~“DIP~~adjusted ~~Credit~~purchase ~~Agreement”)~~price ~~among~~to the Company, ~~as borrower, the financial institutions or other entities from time~~ to ~~time~~be ~~parties thereto~~used, asalong ~~lenders (the “DIP~~with ~~Lenders”),~~cash ~~and~~on ~~AGES,~~hand ~~as administrative agent and collateral agent (the “Agent”). The initial lenders under the DIP Credit Agreement are expected to be one or more~~ of the ~~lenders under the Prepetition First Lien Credit Agreement or the affiliates of such lenders. The DIP Credit Agreement~~Debtors, ifto ~~approved~~pay by the ~~Court~~Debtors’ aswind ~~proposed,~~down ~~would~~expenses ~~contain~~and ~~the~~professional ~~following terms:~~ fees.

•After asatisfaction ~~$100~~of ~~million~~all ~~new~~payment obligations ~~money~~described ~~super-priority~~above ~~senior~~(including ~~debtor-in-possession~~full ~~delayed~~satisfaction ~~draw~~of ~~term~~the ~~loan~~Debtors’ ~~(the~~wind ~~“New~~down ~~Money~~expenses ~~Tranche”~~and professional fees);, any remaining cash of the Debtors will be released to the Second Lienholders as a subsequent payment.

•The ~~following~~closing ~~approval by the Bankruptcy Court, proceeds~~ of the ~~DIP~~contemplated ~~Credit~~transactions ~~Agreement~~is ~~could~~subject beto ~~used by~~ the ~~Debtors~~satisfaction toor ~~(i)~~waiver ~~pay~~of certain ~~costs,~~conditions ~~fees~~to closing and ~~expenses~~the ~~related~~entry toof ~~the~~a ~~Chapter~~sale 11order ~~Cases,~~by ~~(ii)~~the Bankruptcy ~~make~~Court ~~payments~~approving inthe ~~respect~~sale of(the ~~certain~~ “~~adequate~~Sale ~~protection~~Order” ~~obligations and (iii~~) ~~fund~~on ~~working~~or ~~capital~~prior ~~needs~~to September 23, ~~capital~~2018. ~~improvements~~The ~~and~~Purchase ~~expenditures~~Agreement ofcontains ~~the~~certain ~~Company~~customary ~~and~~termination ~~its~~rights ~~subsidiaries,~~for ineach ~~all cases subject to the terms~~ of the ~~DIP~~Sellers ~~Credit Agreement~~ and ~~applicable orders of~~ the ~~Bankruptcy~~Buyer, ~~Court;~~including, among

• other ~~the~~things, ~~maturity~~that ~~date~~either ofparty ~~the~~may ~~DIP~~terminate ~~Credit~~if ~~Agreement is expected to be~~ the ~~earlier~~closing ~~to occur~~ of: ~~(i) six months after~~ the ~~Petition~~contemplated ~~Date;~~transactions ~~(ii)~~has 40not ~~days~~occurred ~~after~~by ~~entry of~~ the ~~interim~~close ~~order approving the DIP Motion unless the final order approving the DIP Motion is entered; (iii) the effective date~~ of abusiness ~~chapter~~on 11November 1, ~~plan~~2018. ~~approved~~In inaddition, the ~~Chapter~~Buyer 11may terminate ~~Cases;~~if ~~(iv)~~ the ~~sale~~Sale ofOrder ~~all~~is ornot ~~substantially~~entered ~~all~~on ~~of the Debtors’ assets;~~ or ~~(v)~~prior ~~acceleration~~to ofSeptember 23, ~~the~~2018. ~~debtor-in-possession~~The ~~financing~~closing ~~and~~is ~~the~~expected ~~termination~~to ofoccur ~~the~~on ~~commitments~~or ~~under~~around ~~the~~September ~~DIP~~28, ~~Credit~~2018. ~~Agreement;~~

•Prior ~~interest~~to ~~would~~execution ~~accrue~~of atthe Purchase Agreement, Buyer deposited $43 million into a ~~rate~~good ~~per~~faith ~~year~~escrow ~~equal~~deposit. The deposit (1) will be applied to the purchase ~~LIBOR~~price ~~rate~~at the closing of the contemplated transactions, (~~with~~2) will abe ~~floor~~released ofto ~~1.00%~~the Sellers in the event the Purchase Agreement is terminated due to certain breaches by the Buyer or (3) will ~~plus~~be 8returned to the Buyer if the Purchase Agreement is terminated for other reasons.~~75%;~~

•The ~~the~~Sellers ~~Company~~and ~~would~~the beBuyer ~~required~~have tomade ~~pay~~customary ~~the~~representations, ~~following~~warranties ~~fees~~and ~~pursuant~~covenants toin the ~~terms of the DIP Credit~~ Purchase Agreement:.

•The ~~Unused~~Company’s ~~Commitments~~board ~~Fee:~~of ~~3.25%~~directors ~~per~~has ~~annum~~approved onthe Purchase Agreement and the ~~daily~~transactions ~~unused~~contemplated ~~amount~~thereby. The proposed terms of the Purchase ~~New~~Agreement ~~Money~~remain ~~Tranche;~~subject to Bankruptcy Court approval.

•The ~~Upfront~~foregoing ~~Premium~~description ~~Fee: (a) to the Agent for each DIP Lender, 3.75%~~ of ~~each commitment of each DIP Lender, due and payable on~~ the ~~effective~~Purchase ~~date of the DIP Credit~~ Agreement; ~~and~~does ~~(b)~~not purport to ~~Macquarie~~be ~~Bank~~complete ~~Limited,~~and is qualified in its ~~capacity~~entirety asby ~~the~~reference ~~issuer~~to ~~of Letters of Credit under~~ the ~~DIP~~Purchase ~~Credit~~ Agreement, ~~for~~filed ~~its~~as ~~own~~Exhibit ~~account, 0~~2.~~50%~~1 ofhereto ~~the~~and ~~aggregate~~incorporated ~~face~~herein ~~amount~~by ofreference. ~~all existing Letters of Credit;~~

•The ~~L/C~~Purchase Agreement ~~Commitment~~has ~~Fronting~~been ~~Fee:~~included 1to provide investors and security holders with information regarding its terms.0% ~~per~~It ~~annum~~is onnot intended to provide any other factual information about the ~~average~~Company, ~~daily~~Buyer ~~amount~~or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the ~~Letter~~Purchase Agreement were made by the parties thereto only for purposes of ~~Credit~~that ~~Exposure~~agreement and as of specific dates; were solely for the benefit of the parties to the Purchase Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or Buyer or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

• Agent Fees: Separately agreed upon between the Company and the Administrative Agent.

• the obligations and liabilities of the Company under the DIP facility would be secured by a valid, binding, continuing, enforceable, fully-perfected first priority, senior priming lien on, and security interest in, all Unencumbered Property and Prepetition Collateral, and junior liens on any Prepetition Collateral that is not encumbered by Non-Primed Liens (each as defined in the DIP Credit Agreement);

• the proposed Debtor-in-Possession financing would be subject to customary covenants, prepayment events, events of default and other provisions.

The DIP Credit Agreement is subject to approval by the Bankruptcy Court, which has not been obtained at this time. The Debtors anticipate closing the DIP Credit Agreement promptly following approval by the Bankruptcy Court of the DIP Motion. The foregoing description of the DIP Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the final, executed DIP Credit Agreement, as approved by the Bankruptcy Court.

Additional information about the Chapter 11 Cases, court filings and other documents related to the Chapter 11 Cases are available on a website administered by the Debtors’ claims and noticing agent, Prime Clerk, at https://cases.primeclerk.com/ RexEnergy.

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

The information set forth above in Item 1.03 of this Current Report on Form 8-K regarding the DIP Credit Agreement is incorporated herein by reference.

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligations under an Off-Balance Sheet Arrangement

The commencement of the Chapter 11 Cases described in Item 1.03 of this Current Report on Form 8-K constitutes an event of default under certain of the Company’s debt instruments, including the Prepetition First Lien Credit Agreement, the Prepetition Second Lien Notes Indenture, and the indentures governing the Company’s unsecured 8.875% Senior Notes due 2020 and 6.250% Senior Notes due 2022 (together, the “Unsecured Notes Indentures”), which results in automatic acceleration of the Company’s obligations under such debt instruments. However, as previously reported, the outstanding obligations under the Prepetition First Lien Credit Agreement and the Unsecured Notes Indentures were accelerated prior to the Petition Date.

The commencement of the Chapter 11 Cases described in Item 1.03 of this Current Report on Form 8-K could also lead to termination of certain Secured Swap Agreements (the “Swap Agreements”) between the Company and each of (a) BP Energy Company, dated November 1, 2016, and (b) Macquarie Bank Limited, dated April 28, 2017 (together, the “Swap Counterparties”). However, the Company and the Swap Counterparties agreed to enter into letter agreements modifying the Swap Counterparties’ termination rights under the Swap Agreements as a result of the commencement of the Chapter 11 Cases.

Any efforts to enforce payment obligations under the aforementioned debt instruments are automatically stayed as a result of the filing of the Chapter 11 Cases and the creditors’ rights of enforcement in respect of the debt instruments are subject to the applicable provisions of the Bankruptcy Code.

Item 7.01

Regulation FD Disclosure.

Termination of Nondisclosure Agreements with Certain Holders of 1.0%/8.0% Senior Secured Notes due 2020

AsOn ~~previously disclosed~~August 22, ~~prior~~2018 tothe Company entered into confidentiality agreements (the ~~Petition~~“NDAs”) ~~Date~~with certain Second Lienholders regarding potential transactions involving a reorganization, recapitalization, amendment, waiver, forbearance, asset sale and/or similar transactions with respect to the Company ~~had~~(each, ~~been~~a ~~engaged~~“Possible inTransaction”). During the course of these discussions, ~~with~~and subject to the ~~certain~~ ~~holders~~applicable ofNDAs, the ~~Prepetition~~Company ~~Second~~shared ~~Lien~~certain ~~Notes~~confidential (information with the “ Second ~~Lien~~Lienholders ~~Noteholders~~(collectively, the “Cleansing Materials”). ~~regarding~~The ~~potential~~NDAs ~~transactions~~have ~~involving~~terminated ain ~~recapitalization,~~accordance ~~refinancing~~with their terms, orand ~~other~~the ~~restructuring~~Company ~~transaction~~is obligated ~~with~~to ~~respect~~disclose the Cleansing Materials in this Current Report on Form 8-K pursuant to the ~~Company~~terms ~~(each,~~of athe applicable NDAs. Copies of the Cleansing Materials are attached hereto as Exhibit 99.1 and are ~~“Possible~~incorporated ~~Transaction”)~~by reference into this Item 7.01.

In ~~connection~~accordance with ~~these~~General ~~discussions,~~Instruction onB.2 ~~March 21,~~of ~~2018,~~Form ~~the Company executed confidentiality agreements (the “NDAs”) with certain Second Lien Noteholders~~8-K, ~~pursuant to which~~ the ~~Company shared certain confidential~~ information ~~with~~under ~~such~~this ~~Second~~heading ~~Lien~~shall ~~Noteholders~~not ~~(collectively,~~be ~~the~~deemed “~~Cleansing Materials~~filed”). Asfor ~~reported~~purposes ~~on April 12, 2018, one~~ of ~~such NDAs terminated on April~~Section ~~11,~~18 ~~2018.~~of ~~Such~~the ~~NDA~~Securities ~~was~~Exchange ~~later~~Act ~~reinstated~~of ~~on April 26~~1934, ~~2018.~~as ~~Pursuant to the terms of the NDAs~~amended, ~~all~~or ~~NDAs~~otherwise ~~terminated~~subject ~~upon~~to the ~~commencement~~liabilities of ~~the~~that ~~Chapter 11 Cases~~section, ~~and,~~nor asshall ait ~~result, the~~be ~~Cleansing~~deemed ~~Materials~~incorporated ~~must~~by reference ~~be disclosed~~ in ~~this~~any ~~Current~~filing ~~Report~~under onthe ~~Form~~Securities ~~8-K.~~Act ~~Copies~~ of ~~the~~1933, ~~Cleansing Materials are attached hereto~~ as ~~Exhibits 99.1~~amended, ~~99.2~~except ~~and~~as ~~99.3~~shall ~~and~~be ~~are~~expressly ~~incorporated~~set byforth ~~reference~~in ~~into~~such ~~this Item~~a 7filing.~~01.~~

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 filing.

Item 8.01

Other Events

The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases.

Forward-Looking Statements

This Current Report on Form 8-K and the accompanying exhibits contain “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 statements in this Report and the Exhibits that are not historical facts are forward-looking statements. Forward-looking statements are typically identified by use of terms such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target” or “continue,” the negative of such terms or other comparable terminology, although some forward-looking statements may be expressed differently.

These forward-looking statements relate, in part, to the risks and uncertainties relating to the ability of ~~the~~ the Company to continue as a going concern; the Debtors’ ability to obtain approval by the Bankruptcy Court of the ~~Restructuring~~Purchase ~~Support~~ Agreement, ~~the relief requested in the first day motions, the DIP Motion,~~ any sale and any plan of reorganization of the Company; the ability of the Debtors to develop and consummate one or more plans of reorganization with respect to the Chapter 11 Cases; the Court’s rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the length of time the Debtors will operate under the Chapter 11 Cases; risks associated with third-party motions in the Chapter 11 Cases, which may interfere with the Debtors’ ability to develop and consummate one or more plans of reorganization once such plans are developed; the ability of the Debtors to consummate the transactions contemplated by the Purchase Agreement; the potential adverse effects of the Chapter 11 Cases on the Debtors’ liquidity, results of operations or business prospects; the ability to execute the Company’s business and restructuring plan; increased legal costs related to the Chapter 11 Cases and other litigation and the inherent risks involved in a bankruptcy process; the negotiation of the terms, conditions and other provisions of the Debtor-in-Possession Facility with the prospective lenders; the anticipated closing of the DIP Credit Agreement; the need for Court orders approving the DIP Motion; the sufficiency of the liquidity purported to be made available by the DIP Credit Agreement; and the additional risks and uncertainties that are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as it may be amended, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018, as it may be amended, as well as in other reports filed from time to time by the Company with the Securities and Exchange Commission.

All forward-looking statements speak only as of the date of this Current Report on Form 8-K. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number		Description
ExhibitNumber		Description
10.1		Restructuring Support Agreement
2.1		Asset Purchase Agreement
99.1		~~Business~~Cleansing ~~Plans~~Materials
99.2		KEIP Presentation
99.3		KERP Presentation

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.

	~~REX ENERGY CORPORATION~~	REX ENERGY CORPORATION
Date: May 18, 2018	By:	/s/ Curtis J. Walker
Date: August 27, 2018		By:	/s/ Curtis J. Walker
	~~Name:~~	~~Curtis J. Walker~~Name:	Curtis J. Walker
	~~Title:~~	~~Chief Financial Officer~~Title:	Chief Financial Officer

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