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): 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))

Item 2.01. Completion of Acquisition or Disposition of Assets.

On August 28, 2014, Athlon Holdings LP, a Delaware limited partnership (the “Partnership”), completed the transactions contemplated by the purchase and sale agreement, dated as of July 25, 2014 (the “Purchase Agreement”), with a group of sellers. Pursuant to the Purchase Agreement, the Partnership acquired certain producing properties and undeveloped acreage for approximately $204.4 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 Midland and Martin Counties, adjacent to the Partnership’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 Partnership or any of its affiliates, partners, officers, or any associate of such partners or officers, on the other hand.

The acquisition was financed with cash on hand and borrowings under the Partnership’s revolving credit agreement.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 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 Partnership will amend this filing not later than 71 calendar days after September 4, 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.

2.1 Purchase and Sale Agreement, dated as of July 25, 2014, by and among the parties thereto.

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: September 4, 2014	By:	/s/ John C. Souders
		John C. Souders
		Vice President—Controller and
		Principal Accounting Officer

EXHIBIT INDEX

Exhibit No.		Description

2.1		Purchase and Sale Agreement, dated as of July 25, 2014, by and among the parties thereto.

Athlon Holdings LP 8-K