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 2327, 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.

AsOn ~~previously reported, on April~~May 3, 2018, Rex Energy Corporation (“Rex Energy” or the “Company”), certain of its subsidiaries and certain holders (the “Holders”) ~~subsidiary~~of ~~guarantors~~1.00%/8.00% ~~under~~Senior Secured Second Lien Notes due 2020 issued by the ~~Term~~Company ~~Loan~~pursuant ~~Credit~~to ~~Agreement~~an Indenture, dated as of ~~April~~ March 2831, ~~2017~~2016 (the ~~“Credit~~ ~~Agreement~~“Indenture”), among the Company, as ~~borrower~~issuer, certain ~~subsidiaries~~ of ~~the~~its ~~Company~~subsidiaries and affiliates, as guarantors, ~~Angelo,~~and ~~Gordon~~Wilmington ~~Energy~~Savings ~~Servicer,~~Fund ~~LLC~~Society FSB, as ~~administrative~~trustee ~~agent and collateral agent~~ (the “~~Agent~~Trustee”), ~~and the lenders party thereto (the “Lenders”)~~ entered into a ~~forbearance agreement with the Agent and the requisite Lenders (the “First~~ Forbearance Agreement~~”).~~, ~~Under~~pursuant ~~the~~to ~~First~~which ~~Forbearance Agreement,~~ the ~~Agent~~Holders ~~and Lenders~~ agreed to ~~forbear~~forebear, ~~from exercising their rights~~ and ~~remedies~~to ~~under~~direct the ~~Credit Agreement~~Trustee into ~~respect~~forbear, ~~of certain defaults and alleged defaults thereunder~~ through ~~April~~May 169, 2018, (unless certain specified circumstances ~~caused~~cause an earlier termination ~~of that forbearance (the “Forbearance Period”~~)~~. On April 16~~, ~~2018,~~from ~~the~~exercising ~~Company,~~their ~~the~~rights ~~Agent~~ and ~~the~~remedies ~~requisite~~under ~~Lenders~~the Indenture ~~entered~~in ~~into~~respect aof ~~limited~~certain ~~waiver~~defaults ~~and second forbearance agreement~~thereunder, ~~extending~~including ~~the~~a ~~Forbearance~~default ~~Period~~as ~~through~~a ~~April 23,~~result ~~2018.~~of ~~On April 23, 2018,~~ the Company,’s ~~the~~failure ~~Agent,~~to ~~the requisite~~make ~~Lenders~~an ~~and~~interest ~~Macquarie~~payment ~~Bank~~due ~~Limited, in its capacity as the issuer of Letters of Credit~~ under the ~~Credit~~Indenture ~~Agreement, executed a limited waver and third forbearance agreement~~ (the “~~Third~~Second Lien Forbearance Agreement”)~~, further extending the Forbearance Period to May 2, 2018~~. The ~~Third~~Second Lien Forbearance Agreement ~~provides~~does ~~that~~not ~~the~~cure ~~Agent~~or ~~and~~waive the ~~Borrower~~existing ~~may agree to extend such Forbearance Period further~~defaults.

~~The~~As ~~Third~~previously ~~Forbearance~~reported, ~~Agreement~~the ~~does~~Company ~~not~~is ~~cure~~also orparty ~~waive~~to ~~the~~a ~~existing~~Third ~~defaults.~~Forbearance ~~Further~~Agreement, dated April 23, 2018 (the “Third Forbearance Agreement”), ~~does~~between ~~not~~Rex ~~prevent~~Energy, ~~the~~certain ~~Agent~~of ~~from accelerating~~its subsidiaries, Macquarie Bank Limited, in its capacity as the ~~amounts~~issuer ~~owed~~of Letters of Credit under the Term Loan Credit Agreement, ~~but~~dated ~~prevents~~as of April 28, 2017 (the “Credit ~~Agent~~Agreement”), ~~from~~among ~~taking~~the ~~any~~Company, ~~enforcement~~as ~~actions~~borrower, ~~with~~certain ~~respect~~subsidiaries toof ~~any~~the ~~accelerated~~Company, ~~obligations~~as ~~during~~guarantors, Angelo, Gordon Energy Servicer, LLC, as administrative agent and collateral agent (the “Agent”), ~~Forbearance~~and ~~Period.~~the ~~Upon~~lenders ~~expiration~~party orthereto ~~termination~~(the “Lenders”), ofand the ~~Forbearance~~requisite ~~Period for~~Lenders. ~~any~~Pursuant ~~reason~~to the Third Forbearance Agreement, the Agent and the Lenders ~~will~~agreed beto ~~able~~forbear tofrom ~~exercise~~exercising ~~all~~their rights and remedies ~~granted to them~~ under the Credit Agreement. in respect of certain defaults and alleged defaults thereunder through May 2, 2018, unless certain specified circumstances caused an earlier termination of that forbearance (the “Forbearance Period”).

~~The~~In ~~Company entered~~accordance ~~into~~with the ~~Third~~terms ~~Forbearance Agreement to continue discussions with its lenders and other holders~~ of ~~its~~the ~~securities,~~Third ~~including~~Forbearance ~~Company’s 1.0%/8.0% senior secured notes due 2020~~Agreement, ~~its preferred stock, and its common stock, regarding potential transactions, and to continue considering strategic financing proposals that management believes may be beneficial to~~ the ~~Company~~Agent and ~~its stakeholders. There can be no assurance that~~ the ~~Company~~Borrower ~~will~~have ~~reach~~agreed ~~any~~to ~~agreement~~extend ~~with any stakeholders on a financial restructuring of~~ the ~~Company by the end of the~~ Forbearance Period, ~~if at all~~through May 9, ~~or that the Forbearance Period will be extended further~~2018.

The ~~foregoing~~Company ~~summary~~extended ofthe Forbearance Period under the Third Forbearance Agreement isand ~~not~~entered ~~complete~~into ~~and~~the isSecond ~~qualified~~Lien inForbearance Agreement ~~its~~to ~~entirety~~provide bythe aCompany ~~copy~~with ofadditional ~~the~~time ~~Third~~to ~~Forbearance~~continue ~~Agreement~~discussions ~~filed as~~with ~~Exhibit~~its ~~10.1~~lenders and other stakeholders regarding potential transactions, ~~which~~and ~~exhibit~~to iscontinue ~~incorporated~~considering ~~herein~~strategic byfinancing ~~reference~~proposals that management believes may be beneficial to the Company and its stakeholders.

~~Cautionary~~Item ~~Note~~2.04. ~~Regarding~~Triggering ~~Forward~~Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-~~Looking~~Balance ~~Statements~~Sheet Arrangement.

~~Certain~~The ~~statements~~Third inForbearance ~~this~~Agreement ~~Form~~did ~~8-K~~not ~~and~~prevent the ~~exhibits~~Agent from ~~hereto~~accelerating ~~that~~the ~~are~~amounts ~~not~~owed ~~historical~~under ~~facts~~the ~~are~~Credit ~~“forward-looking statements”~~Agreement, ~~within~~but prevented the ~~meaning~~Agent offrom ~~Section 27A~~taking ofany ~~the~~enforcement ~~Securities~~actions ~~Act~~with ofrespect ~~1933,~~to asany ~~amended,~~accelerated ~~and~~obligations ~~Section 21E~~during of the ~~Securities~~Forbearance ~~Exchange~~Period. ~~Act~~Accordingly, ofon ~~1934~~April 27, as2018, ~~amended.~~the ~~The~~ Company received ~~believes~~from ~~these statements and~~ the ~~assumptions~~Agent ~~and~~a ~~estimates contained~~written ~~therein~~notice ~~are~~of ~~reasonable~~acceleration ~~based~~of onthe ~~information~~outstanding ~~that~~amounts isdue ~~currently~~under ~~available~~the toCredit ~~it. However~~Agreement, ~~management’s~~including ~~assumptions~~notes and ~~the~~loans, ~~Company’s~~together ~~future~~with ~~performance~~all ~~are~~accrued ~~subject~~interest tothereon, aall ~~wide~~fees, ~~range~~any ofyield ~~business~~maintenance ~~risks and uncertainties~~amount, ~~both~~any ~~known~~call ~~and~~protection ~~unknown,~~amount and ~~the~~any ~~Company~~other ~~cannot~~similar ~~assure~~amounts ~~that~~thereon (the “Notice ~~Company~~of ~~can~~Acceleration”). orAs ~~will~~a ~~meet~~result of the ~~goals~~Notice of Acceleration, ~~expectations~~the ~~and~~aggregate ~~projections.~~amount ~~Any~~due ~~number~~under ofthe ~~factors~~Credit ~~could~~Agreement ~~cause~~is ~~our~~approximately ~~actual~~$255 million, ~~results~~not toincluding beany ~~materially~~yield maintenance ~~different~~and ~~from~~call ~~those~~protection ~~expressed~~amounts ordue ~~implied~~pursuant into the ~~Company’s forward~~terms ~~looking~~of ~~statements. Further information on~~ the ~~risks~~Credit ~~and~~Agreement. ~~uncertainties~~However, ~~that~~because ~~may~~the ~~affect~~Forbearance ~~our~~Period ~~business~~ is ~~available~~ in ~~the~~effect ~~Company’s~~and ~~filings~~continuing, ~~with~~ the ~~SEC,~~Agent ~~and~~is ~~the~~prevented ~~Company~~from ~~strongly~~taking ~~encourages~~any ~~readers~~enforcement toactions ~~review~~with ~~and~~respect ~~understand~~to ~~those~~the accelerated ~~risks~~amounts. The ~~Company~~description ~~does~~of ~~not~~the ~~assume~~Credit orAgreement, ~~undertake~~the ~~any~~Third ~~obligation~~Forbearance toAgreement ~~publicly~~and ~~update~~the orextension ~~revise~~of ~~any~~the ~~forward-looking~~Forbearance ~~statements,~~Period ~~whether~~set asforth ain ~~result~~Item 1.01 of ~~new~~this ~~information,~~Form ~~future~~8-K ~~events,~~is orincorporated ~~otherwise~~by reference in this Item 2.04.

~~Item~~The 9receipt of the Notice of Acceleration is an event of default under the Indenture and the indentures governing the Company’s unsecured 8.01875% ~~Financial~~Senior ~~Statements~~Notes due 2020 and ~~Exhibits~~6.250% Senior Notes due 2022.

~~(a)~~Cautionary ~~Exhibits.~~Note Regarding Forward-Looking Statements

ExhibitNo.		Description
10.1		Third Forbearance Agreement

Certain Statements in this Form 8-K and the exhibits hereto that are not historical facts 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.

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
Date: April 24, 2018	By:	/s/ Curtis J. Walker
Date: May 3, 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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