Athlon Energy Inc.
420 Throckmorton Street, Suite 1200
Fort Worth, Texas 76102
July 17, 2013
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
Attn: Anne Nguyen Parker, Branch Chief
Re: Athlon Energy Inc.
Registration Statement on Form S-1
Filed June 5, 2013
File No. 333-189109
Dear Ms. Parker:
On July 10, 2013, Athlon Energy Inc. (the “Company”) submitted to the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) certain pages of an anticipated amendment (the “Amendment “) to the Company’s Registration Statement on Form S-1, File No. 333-189109 (the “Registration Statement”) containing the currently expected offering terms of the Company’s initial public offering (the “Offering”), including the bona fide price range pursuant to Item 501(b)(3) of Regulation S-K, the maximum number of shares of common stock to be offered and the total number of shares of common stock to be outstanding after the Offering, but excluding information that the Company is entitled to omit under Rule 430A. As a supplement to the submission on July 10, 2013, and to provide the Staff with further clarity regarding the expected terms of the Offering, the Company submitted to the Staff certain revised pages of the Amendment on July 15, 2013. As a supplement to the submission on July 15, 2013, and to provide the Staff with further clarity concerning the Company’s policy regarding the classification of cash flows related to commodity derivative contracts, the Company hereby submits as Exhibit A hereto for the Staff’s review certain revised pages of the Amendment. The Company expects to include these revised pages in an amendment to the Registration Statement, which the Company plans to file through EDGAR prior to launching the Offering.
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Please do not hesitate to contact me by telephone at (817) 984-8201 or by fax at (817) 984-8217 with any questions or comments regarding this correspondence.
| Very truly yours, | |
|
| |
| /s/ Robert C. Reeves |
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| Robert C. Reeves | |
| Chief Executive Officer | |
Cc: Caroline Kim, Securities and Exchange Commission
William B. D. Butler, Athlon Energy Inc.
Sean T. Wheeler, Latham & Watkins LLP
Divakar Gupta, Latham & Watkins LLP
Gerald M. Spedale, Baker Botts L.L.P.
Jason Rocha, Baker Botts L.L.P.
Exhibit A
