REXX / Rex Energy Corp. - Документы SEC, Годовой отчет, Доверенное заявление

REXX / Rex Energy Corp. 15-12B

15-12B 1 d463480d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-33610 Rex Energy Corporation (Exact na

UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF PENNSYLVANIA In re R.E. GAS DEVELOPMENT, LLC, et al.,1 Debtors. : : : : : : : Chapter 11 Case No. 18-22032 (JAD) (Jointly Administered) R.E. GAS DEVELOPMENT, LLC, et al., Movants, v. NO RESPONDENT, R

EX-99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF PENNSYLVANIA In re R.E. GAS DEVELOPMENT, LLC, et al.,1 Debtors. : : : : : : : Chapter 11 Case No. 18-22032 (JAD) (Jointly Administered) R.E. GAS DEVELOPMENT, LLC, et al., Movants, v. NO RESPONDENT, Respondent. : : : : : : : : : : : Re: Docket No. 1011 NOTICE OF OCCURRENCE OF THE EFFECTIVE DATE TO ALL CREDITORS, INTEREST HOLDER

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Bankruptcy or Receivership

8-K 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): November 14, 2018 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Commi

Confirmation Order and Amended Plan of Liquidation

EX-2.2 Exhibit 2.2 UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF PENNSYLVANIA In re R.E. GAS DEVELOPMENT, LLC, et al.,1 Debtors. : : : : : : : Chapter 11 Case No. 18-22032 (JAD) (Jointly Administered) R.E. GAS DEVELOPMENT, LLC, et al., Movants, v. NO RESPONDENT, Respondent. : : : : : : : : : : : Related Docket Nos. 533, 535, 861, 862, 962, 963, 966, 971, 1000 FINDINGS OF FACT, CONCLUSIONS OF

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Bankruptcy or Receivership

8-K 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): September 28, 2018 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Comm

Disclosure Statement and Amended Plan of Liquidation (solicitation version)

EX-2.1 Exhibit 2.1 UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF PENNSYLVANIA In re R.E. GAS DEVELOPMENT, LLC, et al.,1 Debtors. : : : : : : : Chapter 11 Case No. 18-22032 (JAD) (Jointly Administered) R.E. GAS DEVELOPMENT, LLC, et al., Movants, v. NO RESPONDENT, Respondent. : : : : : : : : : : AMENDED DISCLOSURE STATEMENT FOR THE AMENDED PLAN OF LIQUIDATION OF THE DEBTORS AND DEBTORS IN POSSE

REXX / Rex Energy Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 11, 2018 Registration Statement No.

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events

Form 8-K 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): September 28, 2018 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation)

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Form 8-K 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 24, 2018 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Co

Cleansing Materials

EX-99.1 The analysis below illustrates the Penn joint bid structure at various Closing Dates Adjustments to Unadjusted Purchase Price of $604.5 million Buyer / Seller settlement adjustments of $4.0 million Transaction adjustments of $4.5 million (50/50 split with 1Ls and 2Ls adjusted accordingly) Prepetition Trade Claims of $2.0 million The Second Lienholder Payoff Amount of $175.0 million is redu

Asset Purchase Agreement

EX-2.1 Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT DATED AS OF AUGUST 24, 2018, BY AND AMONG REX ENERGY CORPORATION, AND REX SUBSIDIARIES, COLLECTIVELY, AS SELLERS, AND PENNENERGY RESOURCES, LLC, AS BUYER TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 1.1 Definitions 1 1.2 Other Definitions and Interpretive Matters 21 Article 2 PURCHASE AND SALE 22 2.1 Purchase and Sale 22 2.2 Excluded

REXX / Rex Energy Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33610 REX ENER

Rex Energy and Subsidiaries Privileged & Confidential, Attorney Work Product, Attorney-Client Communication

EX-99.1 Exhibit 99.1 Rex Energy and Subsidiaries Privileged & Confidential, Attorney Work Product, Attorney-Client Communication Business Plan Overview Preliminary Draft – Subject to Material Change Scenario: April 17 Strip Pricing; Reduced Capex Case Prepared at the Request of Counsel Prepared in Contemplation of Litigation U.S. $ 000’s Forecast Forecast Forecast Forecast Forecast 2018 2019 20202

Restructuring Support Agreement

EX-10.1 Exhibit 10.1 Execution Version THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUP

Proposed KERP participants and cost Total cost of $132,500 per quarter or $397,500 over three assumed quarters The award would be delivered in up to three fixed quarterly payments Our operating presumption is that the target bonus ($907,000 in aggreg

EX-99.3 KERP overview © 2018 Willis Towers Watson. All rights reserved. Proprietary and Confidential. For Willis Towers Watson and Willis Towers Watson client use only. Element Preliminary design Participants 14 participants Three who are VP or higher Three are Senior Directors Eight director-level or below Award opportunities Quarterly awards totaling $132,500 per quarter Highest level of partici

KEIP aggregate illustration © 2018 Willis Towers Watson. All rights reserved. Proprietary and Confidential. For Willis Towers Watson and Willis Towers Watson client use only. 67% of the KEIP is allocated to operating milestones Performance over the m

EX-99.2 KEIP elements Element Summary of terms Performance weighting 2/3 on operating milestones (production*, LOE, and safety) 1/3 on emergence milestones (POR or sale of substantially all assets) Measurement period Operating milestones measured on a cumulative basis against monthly goals, from the filing through the month of the emergence event, i.e., the sooner of: Plan of reorganization, or Sa

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Bankruptcy or Receivership

8-K 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 18, 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

Purchase and Sale Agreement dated March 13, 2018 among R.E. Gas Development, LLC, Rex Energy I, LLC and XPR Resource, LLC.

Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT BY AND AMONG R.E. Gas Development, LLC AND Rex Energy I, LLC, AS SELLER, AND XPR RESOURCES, LLC, AS BUYER *** Text omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment Request pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. 7836201.8 TABLE OF CONTENTS Page ARTICLE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33610 REX ENE

Membership Interest Purchase Agreement dated March 13, 2018 by and between R.E. Gas Development, LLC and COG2, LLC.

Exhibit 2.2 Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN R.E. GAS DEVELOPMENT, LLC, AS SELLER, AND COG2, LLC, AS BUYER Dated: March 9, 2018 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1. Defined Terms 1 Section 1.2. Other Terms 7 Section 1.3. Other Definitional Provisions 7 ARTICLE 2 PURCHASE AND SALE 7 Section 2.1. Transfer of Membership Interest 7 Section

Fourth Forbearance Agreement

EX-10.1 Exhibit 10.1 Execution Version This LIMITED WAIVER AND FOURTH FORBEARANCE AGREEMENT (as may be amended, supplemented or otherwise modified, this “Agreement”), dated as of May 10, 2018, is by and among REX ENERGY CORPORATION, a Delaware Corporation (the “Borrower”), the Lenders (as defined below) party hereto from time to time and ANGELO, GORDON ENERGY SERVICER, LLC, as administrative agent

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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 9, 2018 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Commis

REXX / Rex Energy Corp. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 1 d585060d8k.htm FORM 8-K 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 3, 2018 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of i

Entry into a Material Definitive Agreement, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Form 8-K 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 27, 2018 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Com

Limited Waiver and Third Forbearance Agreement dated as of April 23, 2018 among Rex Energy Corporation, the Lenders party thereto from time to time, solely for purposes of Section 3.2(b) thereof, Macquarie Bank Limited (in its capacity as the issuer of Letters of Credit under the Credit Agreement) and Angelo, Gordon Energy Servicer, LLC, as administrative agent and collateral agent for the Lenders (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 24, 2018).

EX-10.1 Exhibit 10.1 Execution Version This LIMITED WAIVER AND THIRD FORBEARANCE AGREEMENT (as may be amended, supplemented or otherwise modified, this “Agreement”), dated as of April 23, 2018, is by and among REX ENERGY CORPORATION, a Delaware Corporation (the “Borrower”), the Lenders (as defined below) party hereto from time to time, solely for purposes of Section 3.2(b) hereof, MACQUARIE BANK L

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 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 23, 2018 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Commissi

REXX / Rex Energy Corp. NOTICE & PROXY STATEMENT

Notice & Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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 16, 2018 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Com

Limited Waiver and Second Forbearance Agreement dated as of April 16, 2018 among Rex Energy Corporation, the Lenders party thereto from time to time and Angelo, Gordon Energy Servicer, LLC, as administrative agent and collateral agent for the Lenders (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on April 17, 2018).

EX-10.1 Exhibit 10.1 Execution Version This LIMITED WAIVER AND SECOND FORBEARANCE AGREEMENT (as may be amended, supplemented or otherwise modified, this “Agreement”), dated as of April 16, 2018, is by and among REX ENERGY CORPORATION, a Delaware Corporation (the “Borrower”), the Lenders (as defined below) party hereto from time to time and ANGELO, GORDON ENERGY SERVICER, LLC, as administrative age

Separation and Release Agreement dated January 25, 2018 between Rex Energy Corporation and Thomas Rajan.

Exhibit 10.17 CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT THOMAS RAJAN ("Employee") and REX ENERGY CORP. (the “Company”) (collectively, the “Parties”), intending to be legally bound, enter into this Confidential Separation and Release Agreement (“Agreement”) to resolve all of their disputes, including those that have been or could have been asserted by Employee in connection with his employment

Term Loan Credit Agreement, effective as of April 28, 2017, by and among Rex Energy Corporation, Angelo, Gordon Energy Servicer, LLC, as Administrative Agent and Collateral Agent, Macquarie Bank Limited, as Issuing Bank and the lenders from time to time party thereto.

Exhibit 10.33 Execution Version TERM LOAN CREDIT AGREEMENT DATED AS OF APRIL 28, 2017 AMONG REX ENERGY CORPORATION, AS BORROWER, ANGELO, GORDON ENERGY SERVICER, LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND THE LENDERS PARTY HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS 1 Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 Term

Report of Netherland, Sewell & Associates, Inc.

Exhibit 99.1 January 18, 2018 Mr. Robert W. Ovitz Rex Energy Corporation 366 Walker Drive State College, Pennsylvania 16801 Dear Mr. Ovitz: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2017, to the Rex Energy Corporation (Rex) interest in certain gas properties located in the Appalachian Region of the United States. We completed our

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend.

Exhibit 12.1 REX ENERGY CORPORATION STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS Years ended December 31, (in thousands, except ratios) 2017 2016 2015 2014 2013 Computation of earnings (loss): Income (loss) from continuing operations before income tax $ (66,970) $ (195,201) $ (346,752) $ 31,971 $ 9,201 Add: Fixed charges 69,425 92,498 67,57

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of Rex Energy Corporation at December 31, 2017 Name Entity Type Jurisdiction of Incorporation or Formation Percentage Ownership Rex Energy I, LLC Limited Liability Company Delaware 100 % Rex Energy Marketing, LLC Limited Liability Company Delaware 100 %(1) Rex Energy Operating Corp. Corporation Delaware 100 % Rex Energy IV, LLC Limited Liability Company Delaware 100 % Pen

REXX / Rex Energy Corp. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 Commission file number: 001-33610 REX ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-8814402 (State or other Jurisdiction of Incorporation or Organiza

250 VESEY STREET • NEW YORK, NEW YORK 10281.1047 TELEPHONE: +1.212.326.3939 • FACSIMILE: +1.212.755.7306

EX-99.6 Exhibit 99.6 250 VESEY STREET • NEW YORK, NEW YORK 10281.1047 TELEPHONE: +1.212.326.3939 • FACSIMILE: +1.212.755.7306 DIRECT NUMBER: (212) 326-3830 [email protected] JP017768:thb April 2, 2018 VIA ELECTRONIC MAIL Michael S. Stamer Akin Gump One Bryant Park New York, NY 10036 Email: [email protected] Re: Rex Energy Corporation Dear Mike: I write in response to your letter of March

SUBJECT TO FRE 408

EX-99.4 Exhibit 99.4 SUBJECT TO FRE 408 PREPARED IN CONTEMPLATION OF LITIGATION Rex Energy Quarterly Cash Forecast 2018 Management Pricing Q1 2018 Q2 2018 Q3 2018 Q4 2018 FY2018 Total Production (MMcfe) 20,418 21,209 23,530 22,473 87,629 Average Daily (MMcfe/d) 227 233 256 244 240 EBITDAX 27 25 28 26 106 2018 Net Capex (11 ) (66 ) (5 ) (1 ) (83 ) 2017 Net Capex Payables (46 ) — — — (46 ) Change in

Table of Contents Update on Financials / Liquidity Settlement Construct Next Steps Appendix

EX-99.1 Second Lien Noteholder Discussion Materials March 21, 2018 Exhibit 99.1 Table of Contents Update on Financials / Liquidity Settlement Construct Next Steps Appendix Update on Financials / Liquidity Bridge to 2018 Base Case Forecast January 2018 P&L Actuals(1) Note:(1)Not pro forma for the Westmoreland sale (2) January 2018 Balance Sheet Actuals(1) Assets Liabilities & Equity Note:(1)Not pro

Rex Energy Corporation Consolidated Balance Sheet ($ in Thousands, Except Share and per Share Data) December 31, 2017 December 31, 2016 ASSETS Current Assets Cash and Cash Equivalents $ 15,247 $ 3,697 Accounts Receivable 25,974 25,448 Taxes Receivabl

EX-99.3 Exhibit 99.3 Rex Energy Corporation Consolidated Balance Sheet ($ in Thousands, Except Share and per Share Data) December 31, 2017 December 31, 2016 ASSETS Current Assets Cash and Cash Equivalents $ 15,247 $ 3,697 Accounts Receivable 25,974 25,448 Taxes Receivable 2,049 211 Short-Term Derivative Instruments 6,757 650 Inventory, Prepaid Expenses and Other 4,614 2,546 Total Current Assets 54

March 29, 2018

EX-99.5 Exhibit 99.5 MICHAEL S. STAMER 212.872.1025/fax: 1.212.872.1002 [email protected] March 29, 2018 VIA ELECTRONIC MAIL Board of Directors of Rex Energy Corporation c/o Jones Day 250 Vesey Street New York, New York 10281-1047 Attention: Scott J. Greenberg, Esq. Re: Rex Energy Corporation To the Members of the Board of Directors: As you are aware, Akin Gump Strauss Hauer & Feld LLP (“Akin G

SUBJECT TO FRE 408 FOR SETTLEMENT PURPOSES ONLY 2L Noteholder Proposal Administrative Agent Proposal Revised 2L Noteholder Proposal Administrative Agent Draft Forbearance February 6th Option 2 (February 7th) March 23rd Proposal March 27th Fee • None

EX-99.7 Exhibit 99.7 SUBJECT TO FRE 408 FOR SETTLEMENT PURPOSES ONLY 2L Noteholder Proposal Administrative Agent Proposal Revised 2L Noteholder Proposal Administrative Agent Draft Forbearance February 6th Option 2 (February 7th) March 23rd Proposal March 27th Fee • None • None • None • None Delayed Commitment Term. Date • NA - terminated, see below • NA - terminated, see below • Same • Permit not

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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 11, 2018 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Commissi

First Lien Proposal Comparison (Mar. 2018)

EX-99.2 Discussion Materials March 28, 2018 Exhibit 99.2 First Lien Proposal Comparison (Mar. 2018) 2018 Monthly Forecast Legal Disclaimer This Presentation has been provided to you by Perella Weinberg Partners and its affiliates (collectively “Perella Weinberg Partners” or the “Firm”) and may not be used or relied upon for any purpose without the written consent of Perella Weinberg Partners. The

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 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 3, 2018 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Commissio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Form 8-K 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 2, 2018 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Comm

W I T N E S S E T H :

EX-99.1 2 d552295dex991.htm EX-99.1 Exhibit 99.1 Execution Version This FORBEARANCE AGREEMENT (as may be amended, supplemented or otherwise modified, this “Agreement”), dated as of April 3, 2018, is by and among REX ENERGY CORPORATION, a Delaware Corporation (the “Borrower”), the Lenders (as defined below) party hereto from time to time and ANGELO, GORDON ENERGY SERVICER, LLC, as administrative ag

REXX / Rex Energy Corp. NT 10-K

NT 10-K 1 d561715dnt10k.htm NT 10-K SEC FILE NUMBER 001-33610 CUSIP NUMBER 761565506 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐

Rex Energy Announces Sale of Non-Operated Oil and Gas Interests in Westmoreland, Centre and Clearfield Counties

EX-99.1 2 d518089dex991.htm EX-99.1 Exhibit 99.1 Rex Energy Announces Sale of Non-Operated Oil and Gas Interests in Westmoreland, Centre and Clearfield Counties STATE COLLEGE, Pa., March 14, 2018 (GLOBE NEWSWIRE) – Rex Energy Corporation (Nasdaq: REXX) (“Rex Energy” or the “Company”) today announced that it entered into a Purchase and Sale Agreement (“PSA”) with XPR Resources, LLC (“XPR”) pursuant

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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): March 13, 2018 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or or

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K 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): February 7, 2018 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (C

REX ENERGY CORPORATION RESTRUCTURING TERM SHEET January [●], 2018

EX-99.3 4 d508630dex993.htm EX-99.3 Exhibit 99.3 AGSH&F Draft (1/26/18) Subject to FRE 408 For Settlement Purposes Only REX ENERGY CORPORATION RESTRUCTURING TERM SHEET January [●], 2018 THIS NON-BINDING INDICATIVE TERM SHEET (THIS “TERM SHEET”) DESCRIBES THE MATERIAL TERMS OF PROPOSED RESTRUCTURING AND RECAPITALIZATION TRANSACTIONS (COLLECTIVELY, THE “RESTRUCTURING”) PURSUANT TO WHICH REX ENERGY C

REX ENERGY CORPORATION RESTRUCTURING TERM SHEET January [●], 2018

EX-99.2 Exhibit 99.2 JD Comments 1/24 to AGSH&F Draft (1/22/18) Subject to FRE 408 For Settlement Purposes Only REX ENERGY CORPORATION RESTRUCTURING TERM SHEET January [?], 2018 THIS NON-BINDING INDICATIVE TERM SHEET (THIS ?TERM SHEET?) DESCRIBES THE MATERIAL TERMS OF PROPOSED RESTRUCTURING AND RECAPITALIZATION TRANSACTIONS (COLLECTIVELY, THE ?RESTRUCTURING?) PURSUANT TO WHICH REX ENERGY CORPORATI

CORPORATE PRESENTATION

EX-99.1 CORPORATE PRESENTATION January 2018 Exhibit 99.1 DRAFT FRE 408 Settlement Communication; Not admissible for any purpose; For discussion purposes only Disclosures 2 Forward Looking Statements Statements in this presentation 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 Securi

SUBJECT TO FRE 408

EX-99.4 Exhibit 99.4 DRAFT SUBJECT TO FRE 408 FOR SETTLEMENT PURPOSES ONLY 2L Noteholder Proposal Administrative Agent Prepared to Recommend to First Lien Group(1) Rex Choice of: Modified Option COption 1Option 2Option 3 FeeNoneNone None $4.5MM (1.5% on $300MM facility) Delayed Draw CommitmentNA ? terminated see belowNA ? terminated, see belowSameApril 28, 2019 Term. Date LC DelayedApril 23, 2019

Rex Energy Appoints New Chief Financial Officer

EX-99.1 Exhibit 99.1 Rex Energy Appoints New Chief Financial Officer STATE COLLEGE, Pa., January 22, 2018 (GLOBE NEWSWIRE) ? Rex Energy Corporation (the ?Company?) (NASDAQ: REXX) today announced that it has appointed Curt Walker, the Company?s current Chief Accounting Officer, to the position of Chief Financial Officer, effective immediately. Mr. Walker will be responsible for all financial, accou

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K 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): January 22, 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

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): November 16, 2017 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)

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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): November 14, 2017 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 Num

REXX / Rex Energy Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33610 REX

Rex Energy Reports Third Quarter 2017 Financial and Operational Results

Exhibit 99.1 Rex Energy Reports Third Quarter 2017 Financial and Operational Results STATE COLLEGE, PA., November 14, 2017 (GLOBE NEWSWIRE) – Rex Energy Corporation (Nasdaq: REXX) today announced its third quarter 2017 financial and operational results. • In Butler Legacy, placed four-well Wilson pad into sales; initial 24-hour average sales rate per well of ~10.9 MMcfe/d • In Moraine East, the tw

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K 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 11, 2017 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Co

Form of Change in Control Agreement as entered into between the Company and each of Messrs. Thomas G. Rajan, Robert W. Ovitz, Curtis J. Walker, David E. Pratt and F. Scott Hodges, effective as of August 11, 2017 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 11, 2017).

EX-10.1 Exhibit 10.1 366 Walker Drive State College, PA 16801 Ph: 814.278.7267 Fax: 814.278.7286 www.rexenergy.com NAME [Address] [Address] Re: Change in Control Agreement Dear [ ]: The Board of Directors (the ?Board?) of Rex Energy Corporation (the ?Parent Company?, together with its subsidiaries, the ?Company?) offers this agreement to address the terms and conditions of your employment in the e

Amended and Restated Bylaws of Rex Energy Corporation, as amended (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed with the SEC on August 9, 2017).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF REX ENERGY CORPORATION Adopted as of May 9, 2011 These Bylaws are subject to, and governed by, the General Corporation Law of the State of Delaware (the “DGCL”), and the certificate of incorporation (as the same may be amended and restated from time to time, the “Certificate of Incorporation”) of Rex Energy Corporation, a Delaware corporation (the “Corpor

Certificate of Incorporation of Rex Energy Corporation, as amended (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 9, 2017).

Exhibit 3.1 CERTIFICATE OF INCORPORATION REX ENERGY CORPORATION ARTICLE I NAME The name of the Corporation is “Rex Energy Corporation”. ARTICLE II REGISTERED OFFICE AND AGENT The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporat

REXX / Rex Energy Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33610 REX ENER

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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 8, 2017 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Com

Rex Energy Reports Second Quarter 2017 Financial and Operational Results

EX-99.1 2 d407265dex991.htm EX-99.1 Exhibit 99.1 Rex Energy Reports Second Quarter 2017 Financial and Operational Results • New BP Energy Company marketing arrangement enhances C3+ pricing structure and stabilizes cash flows on a quarter-to-quarter basis • New marketing arrangement allows Rex to reduce outstanding letters of credit by $14.1 million, creating additional liquidity • Sale of water li

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K 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): June 12, 2017 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Comm

Future Liquidity Milestones Current Initiatives/Future Milestones Future non-core asset sales Western Lawrence Assets Salineville Waterline – sale of underground waterline Westmoreland/Clearfield Assets Marketing Initiatives Currently in discussions

EX-99.2 Rex Energy Milestones Financial and Operational Milestones Non-core Asset Sales June 2015 - Keystone Clearwater Solutions - $66 million in net proceeds June 2016 - Illinois Basin Assets - $40.0 million in net proceeds January 2017 - Warrior South Assets - $30.0 million in net proceeds Joint Development Agreements March 2015 - Entered into a joint venture agreement with ArcLight Capital Par

Rex Energy Announces Results of Four-Well Baird Pad in Moraine East Area

EX-99.1 Exhibit 99.1 Rex Energy Announces Results of Four-Well Baird Pad in Moraine East Area ? The two Marcellus wells produced at an average 24-hour sales rate per well of 12.1 MMcfe/d with 57% liquids production ? Baird 4H (Marcellus) produced 213 bbls per day of condensate, the highest rate to date in the Butler Operated Area ? Average 24-hour sales rate per well of 10.1 MMcfe/d; 56% liquids S

Other Events

Form 8-K 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): June 6, 2017 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Commi

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION REX ENERGY CORPORATION

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF REX ENERGY CORPORATION Rex Energy Corporation, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify as follows: ONE: The first sentence of Paragraph A of Article IV of the Certificate of Incorporation of the Corporation is hereby amended to read in its ent

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

Form 8-K 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 12, 2017 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 Num

Financial Statements and Exhibits

8-K 1 d365626d8k.htm FORM 8-K 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 12, 2017 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of

Amended and Restated Guaranty and Collateral Agreement, dated as of April 28, 2017, made by Rex Energy Corporation and each of the other grantors (as defined therein) in favor of the Collateral Agent (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on May 12, 2017).

Exhibit 10.2 Execution Version AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT dated as of April 28, 2017 made by REX ENERGY CORPORATION and EACH OF THE OTHER GRANTORS (AS DEFINED HEREIN) in favor of ANGELO, GORDON ENERGY SERVICER, LLC, as Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 2 Section 1.02 Other Definitional Provisions 6 Section 1.03 Rules

TERM LOAN CREDIT AGREEMENT DATED AS OF APRIL 28, 2017 REX ENERGY CORPORATION, AS BORROWER, ANGELO, GORDON ENERGY SERVICER, LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, THE LENDERS PARTY HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND AC

EX-10.1 Exhibit 10.1 Execution Version TERM LOAN CREDIT AGREEMENT DATED AS OF APRIL 28, 2017 AMONG REX ENERGY CORPORATION, AS BORROWER, ANGELO, GORDON ENERGY SERVICER, LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND THE LENDERS PARTY HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS 1 Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.

Purchase and Sale Agreement by and among R.E. Gas Development, LLC, MFC Drilling, Inc., and ABARTA Oil & Gas Co., Inc., dated as of January 3, 2017 (incorporated by reference to Exhibit 2.1 to our Quarterly Report on Form 10-Q filed with the SEC on May 10, 2017

Exhibit 2.1 PURCHASE AND SALE AGREEMENT BY AND AMONG R.E. GAS DEVELOPMENT, LLC, MFC DRILLING, INC., AND ABARTA OIL & GAS CO., INC., AS SELLER, AND ANTERO RESOURCES CORPORATION, AS BUYER *** Text omitted and filed separately with the Securities and Exchange Commission. Confidentiality Treatment Request Pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as Amended. SJ# 7336511 US-DOC

Twelfth Amendment to Amended and Restated Credit Agreement effective as of January 11, 2017, by and among Rex Energy Corporation, Royal Bank of Canada, as Administrative Agent, and other lenders signatory thereto (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on May 10, 2017).

Exhibit 10.1 Execution Version Twelfth Amendment To Amended and Restated Credit Agreement Among Rex Energy Corporation, as Borrower, The Guarantors, Royal Bank of Canada, as Administrative Agent, KeyBank National Association, as Syndication Agent, SunTrust Bank, as Documentation Agent, RBC Capital Markets, KeyBank National Association, and SunTrust Bank, as Joint Lead Arrangers and Joint Bookrunne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33610 REX ENE

Rex Energy Reports First Quarter 2017 Financial and Operational Results

EX-99.1 2 d395328dex991.htm EX-99.1 Exhibit 99.1 Rex Energy Reports First Quarter 2017 Financial and Operational Results STATE COLLEGE, PA., May 9, 2017 (GLOBE NEWSWIRE) – Rex Energy Corporation (Nasdaq: REXX) today announced its first quarter 2017 financial and operational results. First Quarter Financial Results Operating revenue from continuing operations for the three months ended March 31, 20

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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 9, 2017 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Commis

Rex Energy Announces One-For-Ten Reverse Stock Split

EX-99.1 Exhibit 99.1 Rex Energy Announces One-For-Ten Reverse Stock Split STATE COLLEGE, Pa., May 5, 2017 ? Rex Energy Corporation (NASDAQ:REXX) today announced a one-for-ten reverse stock split of its common stock. The company?s stockholders granted authority to the company?s Board of Directors to effect this reverse stock split at the company?s annual meeting of stockholders on May 5, 2017. The

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

Form 8-K 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 5, 2017 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 Numb

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K 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 28, 2017 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Com

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

Form 8-K 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 25, 2017 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 N

AMENDMENT NO. 2 TO AMENDED AND RESTATED BYLAWS OF REX ENERGY CORPORATION

EX-3.1 2 d239851dex31.htm EX-3.1 Exhibit 3.1 AMENDMENT NO. 2 TO AMENDED AND RESTATED BYLAWS OF REX ENERGY CORPORATION Effective as of April 25, 2017, the Amended and Restated Bylaws dated May 10, 2012, as amended to date (the “Bylaws”), of Rex Energy Corporation, a Delaware corporation, are hereby amended as follows: 1. Section 3.05 of the Bylaws is hereby amended and restated to read in its entir

Rex Energy Announces First Quarter Production and Estimated Price Realizations and Provides Operational Update

EX-99.1 2 d385216dex991.htm EX-99.1 Exhibit 99.1 Rex Energy Announces First Quarter Production and Estimated Price Realizations and Provides Operational Update • Realized natural gas prices improved 42%, before hedging, as compared to the fourth quarter of 2016 • Realized C3+ NGL pricing for first quarter of 2017 was 59% of WTI before hedging • Completed drilling four-well Mackrell pad with averag

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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 24, 2017 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Com

Rex Energy DEFINITIVE NOTICE & PROXY STATEMENT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ File by a Party other than Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, F

Rex Energy PRE 14A

rexx-pre14a20170505.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ? File by a Party other than Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confident

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents that the undersigned's hereby makes, constitutes and appoints Jennifer L.

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION REX ENERGY CORPORATION

EX-3.6 2 rexx-ex36403.htm EX-3.6 Exhibit 3.6 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF REX ENERGY CORPORATION Rex Energy Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: ONE: That, in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (t

REX ENERGY CORPORATION STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

Exhibit 12.1 REX ENERGY CORPORATION STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS Years ended December 31, (in thousands, except ratios) 2016 2015 2014 2013 2012 Computation of earnings (loss): Income (loss) from continuing operations before income tax $ (195,201) $ (346,752 ) $ 31,971 $ 9,201 $ 70,904 Add: Fixed charges 92,498 67,570 48,426

Subsidiaries of Rex Energy Corporation at December 31, 2016

EX-21.1 4 rexx-ex21111.htm EX-21.1 Exhibit 21.1 Subsidiaries of Rex Energy Corporation at December 31, 2016 Name Entity Type Jurisdiction of Incorporation or Formation Percentage Ownership Rex Energy I, LLC Limited Liability Company Delaware 100 % Rex Energy Marketing, LLC Limited Liability Company Delaware 100 %(1) Rex Energy Operating Corp. Corporation Delaware 100 % Rex Energy IV, LLC Limited L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Commission file number: 001-33610 REX E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Commission file number: 001-33610 REX ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-8814402 (State or other Jurisdiction of Incorporation or Organiza

January 19, 2017

EX-99.1 11 rexx-ex991203.htm EX-99.1 Exhibit 99.1 January 19, 2017 Mr. Robert W. Ovitz Rex Energy Corporation 366 Walker Drive State College, Pennsylvania 16801 Dear Mr. Ovitz: In accordance with your request, we have estimated the proved developed reserves and future revenue, as of December 31, 2016, to the Rex Energy Corporation (Rex) interest in certain gas properties located in the Appalachian

See note on Hydrocarbon Volumes and disclaimers at beginning of presentation. Economics reflect ≈ 55% ethane recovery. Historical price differentials applied to Condensate. Futures differentials applied for gas production for all scenarios. C2 and C3

EX-99.2 3 d358641dex992.htm EX-99.2 Marcellus Economics(1) Marcellus Economics (55% Ethane Recovery)(2) 20 Butler Legacy – YE2016 Moraine East Estimated Moraine East 2017 Program All-in Well Cost $4.8 million $5.0 million $5.5 million Lateral Length 5,000 ft 6,000 ft 7,500 ft. EUR (Bcfe) 80% / 55% C2 15.6 14.4 16.4 15.1 18.5 17.1 F&D Cost ($/Mcfe) $0.31 $0.33 $0.32 $0.35 $0.30 $0.32 IRR (3,4,5) $3

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 7, 2017 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Commission Fi

Rex Energy Reports Fourth Quarter and Full Year 2016 Operational and Financial Results

EX-99.1 Exhibit 99.1 Rex Energy Reports Fourth Quarter and Full Year 2016 Operational and Financial Results ? Improved well design in Warrior North results in increased EURs and rate of returns ? In Warrior North, placed four-well Vaughn pad into sales; 5-day average sales rate per well of 1.5 Mboe/d and 65% liquids ? Liquids production accounted for 44% of total commodity revenues for the fourth

JOINT FILING AGREEMENT

Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, $0.

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 v459175ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Anne Dinning, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, as my

REXX / Rex Energy Corp. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Rex Energy Corporation (Name of Issuer) Common Shares, $0.001 par value (Title of Class of Securities) 761565100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the

REXX / Rex Energy Corp. / FRANKLIN RESOURCES INC Passive Investment

rexe16a7.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 761565100 13G Page 1 of 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* REX ENERGY CORPORATION (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 761565100 (CUSIP Number) December 31, 2016 (Date

Rex Energy Announces Fourth Quarter and Full-Year Production and Estimated Price Realizations and Provides Operational Update

EX-99.1 Exhibit 99.1 Rex Energy Announces Fourth Quarter and Full-Year Production and Estimated Price Realizations and Provides Operational Update ? Fourth quarter 2016 production growth of 12% year-over-year, driven by a 22% year-over-year growth in liquids production ? Full-year 2016 production of 195.3 MMcfe/d, a year-over-year increase of six percent; December 2016 exit rate production of ~200

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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): January 23, 2017 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (C

Rex Energy Announces Two-Year Financial and Operational Plan and Provides Financial Update

EX-99.2 Exhibit 99.2 Rex Energy Announces Two-Year Financial and Operational Plan and Provides Financial Update STATE COLLEGE, Pa., January 17, 2017 (GLOBE NEWSWIRE) ? Rex Energy Corporation (Nasdaq: REXX) (?the company?) today announced its two-year financial and operational plan and provided a financial update. Highlights: ? Expect capital spend in 2017 and 2018 to be aligned with cash flow from

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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): January 11, 2017 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or

Cautionary Statements Forward Looking Statements Statements in this presentation 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 Securi

EX-99.3 2017 - 2018 Two-Year Outlook Exhibit 99.3 Cautionary Statements Forward Looking Statements Statements in this presentation 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. We believe these statements and the assumptions and estimates

Rex Energy Announces Closing of Ohio Utica Warrior South Asset Sale

EX-99.1 Exhibit 99.1 Rex Energy Announces Closing of Ohio Utica Warrior South Asset Sale STATE COLLEGE, Pa., January 11, 2017 (GLOBE NEWSWIRE) ? Rex Energy Corporation (Nasdaq: REXX) (?Rex Energy?) today announced that it has closed on the previously announced sale of its Ohio Utica Warrior South assets to Antero Resources Corporation (?Antero?). The sale of the Warrior South assets includes 14 gr

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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): January 3, 2017 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or o

Rex Energy Announces Sale of Ohio Utica Warrior South Asset

EX-99.1 2 d324591dex991.htm EX-99.1 Exhibit 99.1 Rex Energy Announces Sale of Ohio Utica Warrior South Asset STATE COLLEGE, Pa., January 4, 2017 (GLOBE NEWSWIRE) – Rex Energy Corporation (Nasdaq: REXX) (“Rex Energy”) today announced that it entered into a purchase and sale agreement with Antero Resources Corporation (“Antero”) pursuant to which Antero will acquire the company’s Ohio Utica assets i

AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT

EX-10.1 2 d323611dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) by and among Thomas C. Stabley (the “Executive”), Rex Energy Corporation (“Rex Energy”) and Rex Energy Operating Corp. (“Rex Operating”) (Rex Energy and Rex Operating are collectively referred to as the “Company”) is made and entered into this 30th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 30, 2016 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Commissio

Rex Energy’s Continued Listing Request Accepted by Nasdaq

EX-99.1 Exhibit 99.1 Rex Energy?s Continued Listing Request Accepted by Nasdaq STATE COLLEGE, Pa., December XX, 2016 (GLOBE NEWSWIRE) ? Rex Energy Corporation (Nasdaq: REXX) (?Rex Energy?) today announced that Nasdaq has notified the company that it has accepted Rex Energy?s request for continued listing on the Nasdaq Capital Market. In addition, the company has been granted an additional extensio

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K 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): December 13, 2016 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (

Regulation FD Disclosure

8-K 1 d274051d8k.htm FORM 8-K 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): November 10, 2016 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33610 REX

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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): November 8, 2016 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (C

Rex Energy Reports Third Quarter Operational and Financial Results

Exhibit 99.1 Exhibit 99.1 Rex Energy Reports Third Quarter Operational and Financial Results ? In Moraine East, placed three Marcellus wells on the Fleeger II pad into sales; 24 hour sales rate of 10.4 MMcfe/d; 56% liquids ? Gulf Coast transport online November 1, 2016; moving 130,000 Mmbtu per day of natural gas from Butler Operated Area to Gulf Coast and Midwest premium markets ? Production from

Unregistered Sales of Equity Securities

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): October 6, 2016 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or organizati

REXX / Rex Energy Corp. / FRANKLIN RESOURCES INC Passive Investment

SC 13G/A 1 rexe16a6.htm CUSIP NO. 761565100 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* REX ENERGY CORPORATION (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 761565100 (CUSIP Number) September 30, 2016 (Date of Event Which Requires Filing o

Rex Energy Announces Re-Affirmed Borrowing Base of $190 Million

EX-99.1 Exhibit 99.1 Rex Energy Announces Re-Affirmed Borrowing Base of $190 Million STATE COLLEGE, Pa., October 3, 2016 (GLOBE NEWSWIRE) ? Rex Energy Corporation (Nasdaq: REXX) (?the company?) announced that its bank group has reaffirmed the existing $190 million borrowing base under the company?s senior secured credit facility. The company?s next borrowing base redetermination is scheduled to oc

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d193839d8k.htm FORM 8-K 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): October 3, 2016 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction

REXX / Rex Energy Corp. / FRANKLIN RESOURCES INC Passive Investment

rexe16a5.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 761565100 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* REX ENERGY CORPORATION (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 761565100 (CUSIP Number) August 31, 2016 (Date of

REXX / Rex Energy Corp. / FRANKLIN RESOURCES INC Passive Investment

CUSIP NO. 761565100 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* REX ENERGY CORPORATION (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 761565100 (CUSIP Number) July 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33610 REX ENER

Eleventh Amendment Amended and Restated Credit Agreement Rex Energy Corporation, as Borrower, The Guarantors, Royal Bank of Canada, as Administrative Agent, KeyBank National Association, as Syndication Agent, SunTrust Bank, as Documentation Agent, RB

EX-10.1 2 rexx-ex101325.htm EX-10.1 Exhibit 10.1 Eleventh Amendment To Amended and Restated Credit Agreement Among Rex Energy Corporation, as Borrower, The Guarantors, Royal Bank of Canada, as Administrative Agent, KeyBank National Association, as Syndication Agent, SunTrust Bank, as Documentation Agent, RBC Capital Markets, KeyBank National Association, and SunTrust Bank, as Joint Lead Arrangers

PURCHASE AND SALE AGREEMENT PENNTEX RESOURCES ILLINOIS, INC., REX ENERGY I, LLC, REX ENERGY IV, LLC, REX ENERGY MARKETING, LLC R.E. VENTURES HOLDINGS, LLC, and REX ENERGY OPERATING CORP. collectively as Seller CAMPBELL DEVELOPMENT GROUP, LLC as Purch

Exhibit 10.2 PURCHASE AND SALE AGREEMENT among PENNTEX RESOURCES ILLINOIS, INC., REX ENERGY I, LLC, REX ENERGY IV, LLC, REX ENERGY MARKETING, LLC R.E. VENTURES HOLDINGS, LLC, and REX ENERGY OPERATING CORP. collectively as Seller and CAMPBELL DEVELOPMENT GROUP, LLC as Purchaser DATED June 14, 2016 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (?Agreement?) is entered into on June 14,

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 2, 2016 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Commission F

Rex Energy Reports Second Quarter Operational and Financial Results

EX-99.1 Exhibit 99.1 Rex Energy Reports Second Quarter Operational and Financial Results ? Production from continuing operations of 199.1 MMcfe/d, a 2% increase year-over-year; production from full operations of approximately 209.0 MMcfe/d ? Placed three-well Goebeler pad into sales in Warrior North Prospect - 24-hour sales rate of 2.1 Mboe/d; 72% liquids ? G&A per Mcfe and cash G&A per Mcfe reduc

Rex Energy Corporation Announces Agreement to Exchange of Outstanding 1.00%/8.00% Senior Secured Second Lien Notes due 2020 for Shares of Common Stock

EX-99.1 Exhibit 99.1 Rex Energy Corporation Announces Agreement to Exchange of Outstanding 1.00%/8.00% Senior Secured Second Lien Notes due 2020 for Shares of Common Stock STATE COLLEGE, Pa., July 25, 2016 (GLOBE NEWSWIRE) ? Rex Energy Corporation (NASDAQ: REXX) (?company?) announced today that it has entered into an exchange agreement with a fund managed by a certain holder (?holder?), pursuant t

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): July 21, 2016 REX ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Commission Fi

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 1, 2016 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or organization)

Rex Energy Announces Closing of 1.00%/8.00% Senior Secured Second Lien Notes Exchange Offer

EX-99.1 Exhibit 99.1 Rex Energy Announces Closing of 1.00%/8.00% Senior Secured Second Lien Notes Exchange Offer STATE COLLEGE, Pa., July 5, 2016 (GLOBE NEWSWIRE) ? Rex Energy Corporation (Nasdaq: REXX) (?the company?) today announced that it has completed its offer to exchange up to $631,458,573 aggregate principal amount of its 1.00%/8.00% Senior Secured Second Lien Notes due 2020, which have be

REX ENERGY CORPORATION 2016 LONG-TERM INCENTIVE PLAN EFFECTIVE MAY 27, 2016 TABLE OF CONTENTS ARTICLE I PURPOSE AND DURATION A-1 1.1 Purpose of the Plan A-1 1.2 Duration of Plan A-1 ARTICLE II DEFINITIONS A-1 2.1 “Affiliate” A-1 2.2 “Annual Incentive

EX-4.17 2 d187773dex417.htm EX-4.17 Exhibit 4.17 REX ENERGY CORPORATION 2016 LONG-TERM INCENTIVE PLAN EFFECTIVE MAY 27, 2016 TABLE OF CONTENTS ARTICLE I PURPOSE AND DURATION A-1 1.1 Purpose of the Plan A-1 1.2 Duration of Plan A-1 ARTICLE II DEFINITIONS A-1 2.1 “Affiliate” A-1 2.2 “Annual Incentive Award” A-1 2.3 “Award” A-1 2.4 “Award Agreement” A-1 2.5 “Beneficial Owner” or “Beneficial Ownership

Rex Energy FORM S-8

S-8 1 d187773ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on June 29, 2016 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REX ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-8814402 (State or other jurisdiction of i

Unregistered Sales of Equity Securities

Form 8-K 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): June 20, 2016 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or org

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): June 14, 2016 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or organization

Unregistered Sales of Equity Securities

8-K 1 d202505d8k.htm FORM 8-K 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): June 6, 2016 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of

REXX / Rex Energy Corp. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.

REXX / Rex Energy Corp. / JP Morgan Chase & Co Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(c) ( AMENDMENT 1) REX ENERGY CORPORATION ( NAME OF ISSUER ) Common Stock, $.

Other Events, Submission of Matters to a Vote of Security Holders

Form 8-K 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 27, 2016 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or orga

Rex Energy Announces 1.00%/8.00% Senior Secured Second Lien Notes Exchange Offer

Exhibit 99.1 Rex Energy Announces 1.00%/8.00% Senior Secured Second Lien Notes Exchange Offer STATE COLLEGE, Pa., June 1, 2016 (GLOBE NEWSWIRE) — Rex Energy Corporation (Nasdaq: REXX) today announced that it has commenced a registered exchange offer to exchange up to $631,458,573 aggregate principal amount of its 1.00%/8.00% Senior Secured Second Lien Notes due 2020, which have been registered und

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K 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): June 1, 2016 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or orga

Offer to Exchange Up to $631,458,573 of 1.00%/8.00% Senior Secured Second Lien Notes due 2020 That Have Not Been Registered Under The Securities Act of 1933 Up to $631,458,573 of 1.00%/8.00% Senior Secured Second Lien Notes due 2020 That Have Been Re

424B3 1 d184796d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-211293 PROSPECTUS Offer to Exchange Up to $631,458,573 of 1.00%/8.00% Senior Secured Second Lien Notes due 2020 That Have Not Been Registered Under The Securities Act of 1933 For Up to $631,458,573 of 1.00%/8.00% Senior Secured Second Lien Notes due 2020 That Have Been Registered Under

REXX / Rex Energy Corp. CORRESP - -

CORRESP Rex Energy Corporation 366 Walker Drive State College, Pennsylvania 16801 Telephone: (814) 278-7267 May 26, 2016 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.

As filed with the Securities and Exchange Commission on May 13, 2016

Amendment No. 1 to Form S-4 As filed with the Securities and Exchange Commission on May 13, 2016 Registration No. 333-211293 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REX ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 1311 20-8814402 (State or other

REXX / Rex Energy Corp. CORRESP - -

CORRESP Rex Energy Corporation 366 Walker Drive State College, Pennsylvania 16801 Telephone: (814) 278-7267 May 11, 2016 VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

REX ENERGY CORPORATION STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS Three Months Ended Years ended December 31, (in thousands, except ratios) March 31, 2016 2015 2014 2013 2012 2011 COMPUTATIO

EX-12.1 Exhibit 12.1 REX ENERGY CORPORATION STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS Three Months Ended Years ended December 31, (in thousands, except ratios) March 31, 2016 2015 2014 2013 2012 2011 COMPUTATION OF EARNINGS (LOSS): Income (loss) from continuing operations before income tax $ (58,049 ) $ (423,245 ) $ (74,565 ) $ (6,538 )

The consents of United States institutional trustees required by Section 321(b) of the Act.

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON SAVINGS FUND SOCIETY, FSB (Exact name of Trustee as specified in its charter) N/A 51-0054940 (Juri

As filed with the Securities and Exchange Commission on May 11, 2016

Form S-4 Table of Contents As filed with the Securities and Exchange Commission on May 11, 2016 Registration No.

Ninth Amendment Amended and Restated Credit Agreement Rex Energy Corporation, as Borrower, The Guarantors, Royal Bank of Canada, as Administrative Agent, KeyBank National Association, as Syndication Agent, SunTrust Bank, as Documentation Agent, RBC C

EX-10.1 3 rexx-ex101207.htm EX-10.1 Exhibit 10.1 Execution Version Ninth Amendment To Amended and Restated Credit Agreement Among Rex Energy Corporation, as Borrower, The Guarantors, Royal Bank of Canada, as Administrative Agent, KeyBank National Association, as Syndication Agent, SunTrust Bank, as Documentation Agent, RBC Capital Markets, KeyBank National Association, and SunTrust Bank, as Joint

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33610 REX ENE

Tenth Amendment Amended and Restated Credit Agreement Rex Energy Corporation, as Borrower, The Guarantors, Royal Bank of Canada, as Administrative Agent, KeyBank National Association, as Syndication Agent, SunTrust Bank, as Documentation Agent, RBC C

Exhibit 10.2 Execution Version Tenth Amendment To Amended and Restated Credit Agreement Among Rex Energy Corporation, as Borrower, The Guarantors, Royal Bank of Canada, as Administrative Agent, KeyBank National Association, as Syndication Agent, SunTrust Bank, as Documentation Agent, RBC Capital Markets, KeyBank National Association, and SunTrust Bank, as Joint Lead Arrangers and Joint Bookrunners

JOINT EXPLORATION AND DEVELOPMENT AGREEMENT

Exhibit 2.1 *THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE ?COMMISSION?) PURSUANT TO RULE 24B-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATE

REXX / Rex Energy Corp. / Oasis Management Co Ltd. - REX ENERGY CORPORATION Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rex Energy Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 761565100 (CUSIP Number) April 19, 2016 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this

Rex Energy NOTICE & PROXY STATEMENT

Notice & Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Unregistered Sales of Equity Securities

Form 8-K 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 19, 2016 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or or

Other Events

8-K 1 d146236d8k.htm FORM 8-K 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 19, 2016 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction o

Unregistered Sales of Equity Securities

Form 8-K 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 17, 2016 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or or

Rex Energy PRELIMINARY NOTICE & PROXY STATEMENT

Preliminary Notice & Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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): March 31, 2016 REX ENERGY CORPORA

8-K 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): March 31, 2016 REX ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Commissi

Rex Energy Corporation, as Issuer the Subsidiary Guarantors named herein Wilmington Savings Fund Society, FSB, as Trustee Dated as of March 31, 2016 1.00%/8.00% Senior Secured Second Lien Notes Due 2020

EX-4.1 Exhibit 4.1 Execution Copy Rex Energy Corporation, as Issuer the Subsidiary Guarantors named herein and Wilmington Savings Fund Society, FSB, as Trustee Indenture Dated as of March 31, 2016 1.00%/8.00% Senior Secured Second Lien Notes Due 2020 Reference is made to the Intercreditor Agreement as defined herein. Each Holder of Notes, by its acceptance thereof and of the Subsidiary Guarantees

COLLATERAL AGREEMENT dated as of March 31, 2016 made by REX ENERGY CORPORATION EACH OF THE OTHER GRANTORS (AS DEFINED HEREIN) in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01 Definition

EX-10.1 Exhibit 10.1 Execution Copy COLLATERAL AGREEMENT dated as of March 31, 2016 made by REX ENERGY CORPORATION and EACH OF THE OTHER GRANTORS (AS DEFINED HEREIN) in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee TABLE OF CONTENTS (Continued) ARTICLE I DEFINITIONS Section 1.01 Definitions 2 Section 1.02 Other Definitional Provisions 6 Section 1.03 Rules of Interpretation 6 ARTICLE II

INTERCREDITOR AGREEMENT Dated as of March 31, 2016 ROYAL BANK OF CANADA, as the First Lien RBL Agent WILMINGTON SAVINGS FUND SOCIETY, FSB, as the Second Lien Agent EACH PERMITTED ADDITIONAL FIRST LIEN REPRESENTATIVE EACH PERMITTED THIRD LIEN REPRESEN

Exhibit 10.2 INTERCREDITOR AGREEMENT Dated as of March 31, 2016 Among ROYAL BANK OF CANADA, as the First Lien RBL Agent WILMINGTON SAVINGS FUND SOCIETY, FSB, as the Second Lien Agent EACH PERMITTED ADDITIONAL FIRST LIEN REPRESENTATIVE EACH PERMITTED THIRD LIEN REPRESENTATIVE REX ENERGY CORPORATION, as the Company and The Subsidiaries of the Company Named Herein TABLE OF CONTENTS Section 1. Definit

FIRST SUPPLEMENTAL INDENTURE dated as of March 31, 2016 REX ENERGY CORPORATION, The Subsidiary Guarantors Party Hereto WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 6.250% Senior Notes due 2022 SUPPLEMENTAL INDENTURE

EX-4.5 Exhibit 4.5 FIRST SUPPLEMENTAL INDENTURE dated as of March 31, 2016 among REX ENERGY CORPORATION, The Subsidiary Guarantors Party Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 6.250% Senior Notes due 2022 SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of March 31, 2016, (this “Supplemental Indenture”), among REX ENERGY CORPORATION, a Delaware corporation (toge

REGISTRATION RIGHTS AGREEMENT Rex Energy Corporation and the Guarantors party hereto for the benefit of the Holders of Rex Energy Corporation’s 1.00%/8.00% Senior Secured Second Lien Notes Due 2020 Dated as of March 31, 2016 REGISTRATION RIGHTS AGREE

EX-4.3 Exhibit 4.3 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT by Rex Energy Corporation and the Guarantors party hereto for the benefit of the Holders of Rex Energy Corporation’s 1.00%/8.00% Senior Secured Second Lien Notes Due 2020 Dated as of March 31, 2016 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2016, by R

Rex Energy Corporation Announces Closing of Offer to Exchange Outstanding 8.875% Senior Notes due 2020 and 6.250% Senior Notes due 2022 for New 1.00%/8.00% Senior Secured Second Lien Notes due 2020 and Shares of Common Stock

Exhibit 99.1 Rex Energy Corporation Announces Closing of Offer to Exchange Outstanding 8.875% Senior Notes due 2020 and 6.250% Senior Notes due 2022 for New 1.00%/8.00% Senior Secured Second Lien Notes due 2020 and Shares of Common Stock STATE COLLEGE, Pa., March 31, 2016 ? Rex Energy Corporation (the ?Company?) (Nasdaq: REXX) announced today that it has completed its previously announced exchange

FIRST SUPPLEMENTAL INDENTURE dated as of March 31, 2016 REX ENERGY CORPORATION, The Subsidiary Guarantors Party Hereto WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 8.875% Senior Notes due 2020 SUPPLEMENTAL INDENTURE

EX-4.4 Exhibit 4.4 FIRST SUPPLEMENTAL INDENTURE dated as of March 31, 2016 among REX ENERGY CORPORATION, The Subsidiary Guarantors Party Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee 8.875% Senior Notes due 2020 SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of March 31, 2016, (this “Supplemental Indenture”), among REX ENERGY CORPORATION, a Delaware corporation (toge

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

REXX / Rex Energy Corp. / D. E. SHAW & CO, L.P. - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Rex Energy Corporation (Name of Issuer) Common Shares, $0.001 par value (Title of Class of Securities) 761565100 (CUSIP Number) March 16, 2016 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is filed: [

JOINT FILING AGREEMENT

Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Shares, $0.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d133471d8k.htm FORM 8-K 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): March 15, 2016 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction o

Rex Energy Reports Fourth Quarter and Full Year 2015 Operational and Financial Results

EX-99.1 Exhibit 99.1 Rex Energy Reports Fourth Quarter and Full Year 2015 Operational and Financial Results STATE COLLEGE, Pa., March 15, 2016 (GLOBE NEWSWIRE) ? Rex Energy Corporation (Nasdaq: REXX) announced its fourth quarter and full year 2015 operational and financial results. Fourth Quarter Financial Results Operating revenues from continuing operations for the three months ended December 31

Entry into a Material Definitive Agreement

8-K 1 d137388d8k.htm FORM 8-K 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): March 14, 2016 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction o

Subsidiaries of Rex Energy Corporation at December 31, 2015

Exhibit 21.1 Subsidiaries of Rex Energy Corporation at December 31, 2015 Name Entity Type Jurisdiction of Incorporation or Formation Percentage Ownership Rex Energy Rockies, LLC Limited Liability Company Delaware 100 % Rex Energy I, LLC Limited Liability Company Delaware 100 % Rex Energy Marketing, LLC Limited Liability Company Delaware 100 %(1) Rex Energy Operating Corp. Corporation Delaware 100

Executive Committee

EX-99.1 10 rexx-ex99111.htm EX-99.1 Exhibit 99.1 Chairman & CEO C.H. (Scott) Rees III President & COO Danny D. Simmons Executive VP G. Lance Binder Executive Committee Robert C. Barg P. Scott Frost John G. Hattner J. Carter Henson, Jr. Mike K. Norton Dan Paul Smith Joseph J. Spellman Daniel T. Walker January 11, 2016 Mr. Robert W. Ovitz Rex Energy Corporation 366 Walker Drive State College, Pennsy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Commission file number: 001-33610 REX E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Commission file number: 001-33610 REX ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 20-8814402 (State or other Jurisdiction of Incorporation or Organiza

REX ENERGY CORPORATION STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

Exhibit 12.1 REX ENERGY CORPORATION STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS Years ended December 31, (in thousands, except ratios) 2015 2014 2013 2012 2011 Computation of earnings (loss): Income (loss) from continuing operations before income tax $ (423,245) $ (74,565 ) $ (6,538) $ 92,203 $ 26,689 Add: Fixed charges 67,610 48,458 31,56

REXX / Rex Energy Corp. / FRANKLIN RESOURCES INC Passive Investment

SC 13G/A 1 rexe16a3.htm CUSIP NO. 761565100 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* REX ENERGY CORPORATION (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 761565100 (CUSIP Number) February 29, 2016 (Date of Event Which Requires Filing of

Rex Energy Corporation Announces Extension of Offer to Exchange Outstanding 8.875% Senior Notes due 2020 and 6.250% Senior Notes due 2022 for New 10.00% Senior Secured Second Lien Notes due 2020 and Shares of Common Stock

EX-99.1 Exhibit 99.1 Rex Energy Corporation Announces Extension of Offer to Exchange Outstanding 8.875% Senior Notes due 2020 and 6.250% Senior Notes due 2022 for New 10.00% Senior Secured Second Lien Notes due 2020 and Shares of Common Stock STATE COLLEGE, Pa., March 4, 2016 (GLOBE NEWSWIRE) ? Rex Energy Corporation (the ?Company?) (Nasdaq: REXX) announced today that it has extended its previousl

Rex Energy FORM 8-K (Current Report/Significant Event)

Form 8-K 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): March 1, 2016 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or org

Rex Energy FORM 8-K (Current Report/Significant Event)

Form 8-K 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): February 25, 2016 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or

REXX / Rex Energy Corp. / WESTWOOD MANAGEMENT CORP /TX - SC 13G/A Passive Investment

SC 13G/A 1 a12-31x15rexenergy13g.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. )* Rex Energy Corporation (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 761565100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Stateme

REXX / Rex Energy Corp. / Hirzel Capital Management LLC - SC 13G/A Passive Investment

SC 13G/A 1 d125120dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Rex Energy Corporation (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 7615

REXX / Rex Energy Corp. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment

SC 13G/A 1 a16-405849sc13ga.htm SC 13G/A UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.C. 20549 Expires: February 28, 2009 Estimated average burden hours per response. . . . . . . .10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rex Energy Corp. (Name of Issuer) Common (Title of Class of Securities) 761565100 (CUSIP

REXX / Rex Energy Corp. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 rexenergycorp.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Rex Energy Corp Title of Class of Securities: Common Stock CUSIP Number: 761565100 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate the rule pursuant to which

REXX / Rex Energy Corp. / FRANKLIN RESOURCES INC Passive Investment

SC 13G/A 1 rexe15a2.htm CUSIP NO. 761565100 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* REX ENERGY CORPORATION (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 761565100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of

Financial Statements and Exhibits, Other Events

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): February 4, 2016 REX ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Commission

Rex Energy Corporation Announces Offer to Exchange Outstanding 8.875% Senior Notes due 2020 and 6.250% Senior Notes due 2022 for New 10.00% Senior Secured Second Lien Notes due 2020 and Shares of Common Stock

EX-99.1 2 d131661dex991.htm EX-99.1 Exhibit 99.1 Rex Energy Corporation Announces Offer to Exchange Outstanding 8.875% Senior Notes due 2020 and 6.250% Senior Notes due 2022 for New 10.00% Senior Secured Second Lien Notes due 2020 and Shares of Common Stock STATE COLLEGE, Pa., February 3, 2016 – Rex Energy Corporation (the “Company”) (Nasdaq: REXX) announced today the commencement of an exchange o

Rex Energy FORM 8-K (Current Report/Significant Event)

Form 8-K 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): February 3, 2016 REX ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (C

January 11, 2016

EX-99.1 Exhibit 99.1 January 11, 2016 Mr. Robert W. Ovitz Rex Energy Corporation 366 Walker Drive State College, Pennsylvania 16801 Dear Mr. Ovitz: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2015, to the Rex Energy Corporation (Rex) interest in certain oil and gas properties located in the Appalachian Region and Illinois Basin of t

Rex Energy Announces Suspension of Preferred Dividend

EX-99.1 2 d128570dex991.htm EX-99.1 Exhibit 99.1 Rex Energy Announces Suspension of Preferred Dividend STATE COLLEGE, Pa., January 20, 2016 (GLOBE NEWSWIRE) – Rex Energy Corporation (Nasdaq: REXX) today announced that it has suspended payment of its quarterly dividend on shares of its 6.0% Series A convertible perpetual preferred stock. The company has 16,100 shares of 6.0% convertible perpetual p

Financial Statements and Exhibits, Other Events

8-K 1 d128570d8k.htm FORM 8-K 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): January 21, 2016 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction

Submission of Matters to a Vote of Security Holders

8-K 1 d119746d8k.htm FORM 8-K 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): January 11, 2016 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction

Rex Energy DEFA14A

DEFA14A 1 d112431ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant x File by a Party other than Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Stateme

Rex Energy DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Rex Energy PRELIMINARY NOTICE & PROXY STATEMENT

PRE 14A 1 d102607dpre14a.htm PRELIMINARY NOTICE & PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant x File by a Party other than Registrant ¨ Check th

Rex Energy ESP

CORRESP 1 filename1.htm THOMPSON & KNIGHT LLP ATTORNEYS AND COUNSELORS ONE ARTS PLAZA 1722 ROUTH STREET • SUITE 1500 DALLAS, TEXAS 75201 214.969.1700 FAX 214.969.1751 www.tklaw.com AUSTIN DALLAS FORT WORTH HOUSTON LOS ANGLES NEW YORK ALGIERS LONDON MEXICO CITY MONTERREY PARIS December 7, 2015 Via EDGAR Transmission and FedEx Via Facsimile Transmittal 703.813.6982 Mr. Karl Hiller Branch Chief Offic

Rex Energy ESP

CORRESP 1 filename1.htm 366 Walker Drive State College, PA 16801 Ph: 814.278.7244 Fax: 814.278.7286 www.rexenergy.com November 23, 2015 Via EDGAR Transmission Mr. Karl Hiller Branch Chief Office of Natural Resources United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Rex Energy Corporation Form 10-K for the Fiscal Year ende

Rex Energy FORM 8-K (Current Report/Significant Event)

Form 8-K 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): November 9, 2015 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (C

Eighth Amendment Amended and Restated Credit Agreement Rex Energy Corporation, as Borrower, The Guarantors, Royal Bank of Canada, as Administrative Agent, KeyBank National Association, as Syndication Agent, SunTrust Bank, as Documentation Agent, RBC

Exhibit 10.1 Execution Version Eighth Amendment to Amended and Restated Credit Agreement among Rex Energy Corporation, as Borrower, The Guarantors, Royal Bank of Canada, as Administrative Agent, KeyBank National Association, as Syndication Agent, SunTrust Bank, as Documentation Agent, RBC Capital Markets, KeyBank National Association, and SunTrust Bank, as Joint Lead Arrangers and Joint Bookrunner

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33610 REX

Rex Energy Reports Third Quarter Operational and Financial Results

EX-99.1 Exhibit 99.1 Rex Energy Reports Third Quarter Operational and Financial Results ? Production of 194.3 MMcfe/d, a 15% increase year-over-year ? Drilled all planned 2015 wells in the Moraine East Area ? Placed Patterson 2H into sales, the company?s first dry gas Utica well in the Western Lawrence Utica STATE COLLEGE, Pa., November 9, 2015 (GLOBE NEWSWIRE) ? Rex Energy Corporation (Nasdaq: RE

Rex Energy Announces Third Quarter 2015 Production and Price Realizations

EX-99.1 2 d86962dex991.htm EX-99.1 Exhibit 99.1 Rex Energy Announces Third Quarter 2015 Production and Price Realizations STATE COLLEGE, Pa., November 2, 2015 (GLOBE NEWSWIRE) – Rex Energy Corporation (Nasdaq: REXX) announced third quarter 2015 production volumes and price realizations. Production Results and Price Realizations Rex Energy’s third quarter 2015 production was 194.3 MMcfe/d, an incre

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 2, 2015 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Commission

Membership Interest Purchase Agreement, dated June 18, 2015, by and between Rex Energy Corporation and Sand Hills Management, LLC, as Sellers, and American Industrial Water, LLC, as Purchaser (incorporated by reference to Exhibit 2.1 to our Amendment No. 1 to Quarterly Report on Form 10-Q filed with the SEC on October 9, 2015).

Exhibit 2.1 *THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE ?COMMISSION?) PURSUANT TO RULE 24B-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number:

Amendment to Membership Interest Purchase Agreement, dated July 8, 2015, by and between Rex Energy Corporation and Sand Hills Management, LLC, as Sellers, and American Industrial Water, LLC, as Purchaser (incorporated by reference to Exhibit 2.2 to our Amendment No. 1 to Quarterly Report on Form 10-Q filed with the SEC on October 9,

Exhibit 2.2 AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT This Amendment to Membership Interest Purchase Agreement (this “Amendment”), is dated as of July 8, 2015, by and among Rex Energy Corporation, a Delaware corporation (“Rex”) and Sand Hills Management, LLC, a Pennsylvania limited liability company (“Sand Hills,” and, together with Rex, collectively, the “Sellers”), and American Industr

Rex Energy ESP

CORRESP 1 filename1.htm ATTORNEYS AND COUNSELORS AUSTIN DALLAS FORT WORTH HOUSTON LOS ANGELES NEW YORK ALGIERS LONDON MÉXICO CITY MONTERREY PARIS ONE ARTS PLAZA 1722 ROUTH STREET ● SUITE 1500 DALLAS, TEXAS 75201 214.969.1700 FAX 214.969.1751 www.tklaw.com September 23, 2015 Via EDGAR Transmission and FedEx Via Facsimile Transmittal 703.813.6982 Mr. Karl Hiller Branch Chief Office of Natural Resour

Rex Energy Announces Re-Affirmed Borrowing Base of $350 million

Exhibit 99.1 Rex Energy Announces Re-Affirmed Borrowing Base of $350 million STATE COLLEGE, Pa., September 9, 2015 (GLOBE NEWSWIRE) – Rex Energy Corporation (Nasdaq: REXX) (the “company”) announced that its bank group has reaffirmed the existing $350 million borrowing base under the company’s senior secured credit facility. Under the terms of the credit agreement, the bank group re-determines the

Rex Energy FORM 8-K (Current Report/Significant Event)

Form 8-K 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): September 9, 2015 (September 4, 2015) Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction

June 15, 2015

Exhibit 10.3 Execution Version June 15, 2015 Rex Energy Corporation 366 Walker Drive State College, Pennsylvania 16801 Attention: Mr. Thomas Rajan Chief Financial Officer Re: Amended and Restated Credit Agreement dated as of March 27, 2013 among Rex Energy Corporation, a Delaware corporation (the “Borrower”), Royal Bank of Canada, as Administrative Agent, and the Lenders and other agents party the

MEMBERSHIP INTEREST PURCHASE AGREEMENT REX ENERGY CORPORATION SAND HILLS MANAGEMENT, LLC AS SELLERS, AMERICAN INDUSTRIAL WATER, LLC AS PURCHASER, DATED AS OF JUNE 18, 2015

EX-2.1 2 rexx-ex21169.htm EX-2.1 *THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33610 REX ENER

AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

*THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE ?COMMISSION?) PURSUANT TO RULE 24B-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS.

REXX / Rex Energy Corp. / PRIMECAP MANAGEMENT CO/CA/ - SC 13G Passive Investment

SC 13G 1 a15-171152sc13g.htm SC 13G UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.C. 20549 Expires: February 28, 2009 Estimated average burden hours per response. . . . . . . .10.4 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rex Energy Corp. (Name of Issuer) Common (Title of Class of Securities) 761565100 (CUSIP Numbe

Rex Energy FORM 8-K (Current Report/Significant Event)

Form 8-K 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 4, 2015 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Com

SEPARATION AGREEMENT AND COMPLETE RELEASE

EX-99.2 Exhibit 99.2 SEPARATION AGREEMENT AND COMPLETE RELEASE This Separation Agreement and Complete Release (this ?Agreement?) is made this 1st day of August 2015, by Patrick M. McKinney (?Employee?) and Rex Energy Operating Corp. (collectively, Rex Energy Operating Corp. and its parent, subsidiaries, affiliated entities and successors are referred to as the ?Company?). In consideration of the m

Rex Energy Reports Second Quarter Operational and Financial Results

EX-99.1 Exhibit 99.1 Rex Energy Reports Second Quarter Operational and Financial Results ? Production of 206.8 MMcfe/d, a 61% increase year-over-year ? Reduced well cost in Legacy Butler Operated Area to $5.5 million ? Cash G&A per Mcfe reduced by 44% year over year to $0.35 / Mcfe ? Completed sale of Keystone Clearwater Solutions in July 2015 for net proceeds of $67 million STATE COLLEGE, Pa., Au

Rex Energy FORM 8-K (Current Report/Significant Event)

Form 8-K 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): July 29, 2015 Rex Energy Corporation (Exact name of registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation) (Comm

Rex Energy Announces Second Quarter 2015 Production and Price Realizations

EX-99.1 Exhibit 99.1 Rex Energy Announces Second Quarter 2015 Production and Price Realizations STATE COLLEGE, Pa., July 29, 2015 (GLOBE NEWSWIRE) ? Rex Energy Corporation (Nasdaq: REXX) announced second quarter 2015 production volumes and price realizations. Production Results and Price Realizations Rex Energy?s second quarter 2015 production increased to 206.8 MMcfe/d, a 5% increase from first q

Rex Energy FORM 8-K (Current Report/Significant Event)

Form 8-K 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): July 9, 2015 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or orga

Rex Energy Announces New Chief Operating Officer

EX-99.1 Exhibit 99.1 Rex Energy Announces New Chief Operating Officer STATE COLLEGE, Pa., July 13, 2015 (GLOBE NEWSWIRE) ? Rex Energy Corporation (Nasdaq: REXX) announced that it has appointed Robert W. Ovitz as Chief Operating Officer of the company. Mr. Ovitz, who most recently served as the Senior Vice President, Operations for the company, assumes the COO role from Patrick M. McKinney, who has

Rex Energy FORM 8-K (Current Report/Significant Event)

Form 8-K 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): June 19, 2015 (June 15, 2015) Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of inco

Rex Energy Announces Sale of Keystone Clearwater Solutions

EX-99.1 Exhibit 99.1 Rex Energy Announces Sale of Keystone Clearwater Solutions STATE COLLEGE, Pa., June 18, 2015 (GLOBE NEWSWIRE) ? Rex Energy Corporation (Nasdaq: REXX) (?Rex Energy?) today announced that it, together with its partners in Water Solutions Holdings, LLC (?Water Solutions?), entered into a purchase and sale agreement with American Water Works Company, Inc. (?American Water?) pursua

Rex Energy Announces Closing Of 6.250% Senior Notes Exchange Offer

EX-99.1 Exhibit 99.1 Rex Energy Announces Closing Of 6.250% Senior Notes Exchange Offer STATE COLLEGE, Pa., June 11, 2015 (GLOBE NEWSWIRE) ? Rex Energy Corporation (Nasdaq: REXX) (the ?Company?) today announced that it has completed its offer to exchange up to $325 million aggregate principal amount of its 6.250% Senior Notes due 2022, which have been registered under the Securities Act of 1933, a

Rex Energy FORM 8-K (Current Report/Significant Event)

Form 8-K 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): June 11, 2015 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or org

EX-24.1

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT I, Jack Aydin, have made, constituted and appointed, and by these presents do make, constitute and appoint Jennifer L. McDonough and Jason T. Arnold, Office of the General Counsel, as my true and lawful attorneys for me and in my name, place and stead, to prepare, execute and file with the Securities and Exchange Commission, Nation

Rex Energy Announces Addition to Board of Directors

EX-99.1 Exhibit 99.1 Rex Energy Announces Addition to Board of Directors STATE COLLEGE, Pa., May 26, 2015 (GLOBE NEWSWIRE) ? Rex Energy Corporation (NASDAQ: REXX) is pleased to announce that Jack N. Aydin will join the company?s Board of Directors effective June 1, 2015. Mr. Aydin has over 45 years of experience as a financial analyst covering the oil and gas industry. He was a senior analyst with

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d932737d8k.htm FORM 8-K 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: May 26, 2015 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 Nu

INDEPENDENT DIRECTOR AGREEMENT

EX-10.1 Exhibit 10.1 INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of the 1st day of June, 2015 (the ?Agreement?), between REX ENERGY CORPORATION, a Delaware corporation with an address at 366 Walker Drive, State College, Pennsylvania 16801 (the ?Company?), and JACK N. AYDIN (?Director?). WHEREAS, it is essential to the Company to retain and attract as dir

REXX / Rex Energy Corp. / Hirzel Capital Management LLC - SCHEDULE 13G Passive Investment

Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Rex Energy Corporation (Name of Issuer) Common Stock, $.

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $.001 par value per share, of Rex Energy Corporation, a Delaware corporation, and further ag

Rex Energy FORM 8-K (Current Report/Significant Event)

Form 8-K 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 8, 2015 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or organ

Participation Agreement by and between R.E. Gas Development, LLC AL Marcellus Holdings, LLC Dated March 30, 2015 Table of Contents

EX-2.1 2 rexx-ex2120150331797.htm EX-2.1 *THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION.

SEPARATION AGREEMENT AND COMPLETE RELEASE

Exhibit 10.1 SEPARATION AGREEMENT AND COMPLETE RELEASE This Separation Agreement and Complete Release (this ?Agreement?) is made this 5th day of January 2015, by Michael L. Hodges (?Employee?) and Rex Energy Operating Corp (collectively, Rex Energy Operating Corp. and its parent, subsidiaries, affiliated entities and successors are referred to as the ?Company?). In consideration of the mutual agre

Seventh Amendment Amended and Restated Credit Agreement Rex Energy Corporation, as Borrower, The Guarantors, Royal Bank of Canada, as Administrative Agent, KeyBank National Association, as Syndication Agent, SunTrust Bank, as Documentation Agent, RBC

EX-10.2 4 rexx-ex10220150331593.htm EX-10.2 Exhibit 10.2 Seventh Amendment to Amended and Restated Credit Agreement among Rex Energy Corporation, as Borrower, The Guarantors, Royal Bank of Canada, as Administrative Agent, KeyBank National Association, as Syndication Agent, SunTrust Bank, as Documentation Agent, RBC Capital Markets, KeyBank National Association, and SunTrust Bank, as Joint Lead Arr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-33610 REX ENE

Offer to Exchange Up to $325,000,000 of 6.250% Senior Notes due 2022 That Have Not Been Registered Under The Securities Act of 1933 Up to $325,000,000 of 6.250% Senior Notes due 2022 That Have Been Registered Under The Securities Act of 1933

424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No.

Rex Energy FORM 8-K (Current Report/Significant Event)

Form 8-K 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 7, 2015 Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of incorporation or organ

Rex Energy Announces 6.250% Senior Notes Exchange Offer

EX-99.1 2 d914204dex991.htm EX-99.1 Exhibit 99.1 Rex Energy Announces 6.250% Senior Notes Exchange Offer STATE COLLEGE, Pa., May 7, 2015 (GLOBE NEWSWIRE) — Rex Energy Corporation (Nasdaq: REXX) today announced that it has commenced a registered exchange offer to exchange up to $325 million aggregate principal amount of its 6.250% Senior Notes due 2022, which have been registered under the Securiti

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 5, 2015 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

Rex Energy Reports First Quarter Operational and Financial Results

EX-99.1 Exhibit 99.1 Rex Energy Reports First Quarter Operational and Financial Results ? Production of 196.2 MMcfe/d, a 61% increase year-over-year ? Cash G&A from continuing operations decreased by 11% from fourth quarter 2014 ? Liquids production of 11.4 Mboe/d, a 84% increase year-over-year ? Last 18 Marcellus, Upper Devonian Burkett and Ohio Utica wells completed with higher sand concentratio

Rex Energy FORM S-4

Form S-4 Table of Contents As filed with the Securities and Exchange Commission on April 27, 2015 Registration No.

REX ENERGY CORPORATION STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS Years ended December 31, (in thousands, except ratios) 2014 2013 2012 2011 2010 COMPUTATION OF EARNINGS (LOSS): Income (loss

EX-12.1 Exhibit 12.1 REX ENERGY CORPORATION STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS Years ended December 31, (in thousands, except ratios) 2014 2013 2012 2011 2010 COMPUTATION OF EARNINGS (LOSS): Income (loss) from continuing operations before income tax $ (74,565 ) $ (6,538 ) $ 92,203 $ 26,689 $ 14,092 Add: Fixed charges 48,458 31,569

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1

Rex Energy Announces Joint Venture Agreement in Butler Operated Area, Re-determined Borrowing Base and Amendment to Credit Facility

EX-99.1 Exhibit 99.1 Rex Energy Announces Joint Venture Agreement in Butler Operated Area, Re-determined Borrowing Base and Amendment to Credit Facility ? Joint venture agreement in Moraine East Area and Legacy Butler Operated Area ? Operating capital expenditures reduced by ~30% ? New senior secured leverage covenant of 3.0x with total leverage covenant removed STATE COLLEGE, Pa., March 31, 2015

Rex Energy FORM 8-K (Current Report/Significant Event)

Form 8-K 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 2, 2015 (March 27, 2015) Rex Energy Corporation (Exact name of Registrant as specified in its charter) Delaware 001-33610 20-8814402 (State or other jurisdiction of inc