Rex Energy Corporation (NASDAQ:REXX) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Purchase and Sale Agreement

On January3, 2017, R. E. Gas Development, LLC (Rex), a wholly
owned subsidiary of Rex Energy Corporation (the Company),
together with its joint interest owners MFC Drilling, Inc. (MFC),
ABARTA Oil Gas Co., Inc. (ABARTA) (Rex, MFC, and ABARTA,
together, the Sellers) entered into a Purchase and Sale Agreement
(the PSA) with Antero Resources Corporation (Antero) to which the
Sellers will sell to Antero substantially all of their jointly
owned oil and gas interests in Noble, Guernsey, and Belmont
Counties, Ohio. These interests comprise Rexs Warrior South
development area. The effective date for transactions under the
PSA is October1, 2016.

The PSA includes representations, warranties, covenants and
agreements as well as various provisions for purchase price and
post-closing adjustments customary for transactions of this type.
Total consideration for the transaction is expected to be $50
million, with approximately $30 million net to Rex, subject to
customary closing and post-closing adjustments. The sale assets
include 14 gross wells with associated production of 15 Mmcfe/d,
with 9 Mmcfe/d net to Rex, and approximately 6,200 gross acres,
with 4,100 acres net to Rex. This acreage is considered non-core
to Rex. The transaction is expected to close in the first quarter
of 2017, subject to customary closing conditions and required
approvals. The Company expects to use the proceeds from the
transaction to pay down its revolving line of credit and for
general corporate purposes.

The foregoing description of the PSA is qualified in its entirety
by reference to the text of the agreement, a copy of which the
Company plans to file as an exhibit to its Quarterly Report on
Form 10-Q for the period ending March31, 2017. The Company
intends to request confidential treatment for certain portions of
the PSA, which will be omitted from the exhibit.

On January4, 2017, the Company issued a press release announcing
the PSA with Antero. A copy of the press release is included as
Exhibit 99.1 to this Form 8-K.

The information in this Item7.01, including Exhibit 99.1 hereto,
is being furnished and shall not be deemed to be filed for the
purposes of Section18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of such section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.

(d) Exhibits.

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