Athlon Energy Inc.
420 Throckmorton Street, Suite 1200
Fort Worth, Texas 76102
(817) 984-8200
July 30, 2014
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
File No. 333-196823
Ladies and Gentlemen:
Athlon Energy Inc. (the “Company”) requests acceleration of the effective date of the above-captioned Registration Statement to 3:00 p.m., Washington, D.C. time, on July 31, 2014, or as soon as practicable thereafter.
The Company hereby acknowledges that:
· should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Very truly yours, | |
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| ATHLON ENERGY INC. | |
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| By: | /s/ Robert C. Reeves |
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| Robert C. Reeves |
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| President and Chief Executive Officer |
cc: | Sean T. Wheeler (By Email) |
| Latham & Watkins LLP |
| 811 Main Street, Suite 3700 |
| Houston, TX 77002 |
| Sean.Wheeler@lw.com |
Signature Page to Acceleration Request
