Page 4 of 6 – SEC Filing
This Amendment No. 5 supplements the information set forth in the Schedule 13D filed by Corvex Management LP
and Keith Meister with the United States Securities and Exchange Commission (the SEC) on May 31, 2017, as previously amended (the Schedule 13D), relating to the shares of common stock, par value $0.01 per share (the
Shares), of Energen Corporation, an Alabama corporation (the Issuer). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The
Schedule 13D is supplementally amended as follows.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons used the working capital of the Corvex Funds to purchase the 9,790,768 Shares reported herein. The total purchase price for the Shares
reported herein was approximately $507,383,200.
Various of the Reporting Persons may effect purchases of securities through margin accounts maintained
for the Corvex Funds with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms credit policies.
Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts.
Item 4. Purpose of Transaction
The Reporting
Persons have sold certain call options previously reported in the Schedule 13D, as amended, and discussed in Item 5 below and have acquired additional Shares as disclosed in Exhibit 8 attached hereto, resulting in aggregate ownership of
9,790,768 Shares, representing approximately 10.1% of the outstanding Shares. As the holders of 10% or more of the outstanding Shares, the Reporting Persons believe that Alabama law permits the Corvex Funds to deliver a shareholder notice to the
Issuer in order to cause the Issuer to call a special meeting of shareholders at which shareholders will be able to vote on matters proposed by the Reporting Persons in its request to call such special meeting, including proposals to increase the
size of the Board to up to 15 directors, and to fill the vacancies created by such expansion with nominees proposed by the Reporting Persons.
The
Reporting Persons intend to seek to engage in discussions with the Issuer and its Board about adding new directors to the Board to provide additional perspectives on the best path to enhance and maximize shareholder value. In the event that the
Reporting Persons and the Issuer cannot reach agreement on adding additional directors, the Reporting Persons anticipate that they would seek to have the Issuer call a special meeting of shareholders at which shareholders will be asked to approve
the expansion of the Board to up to 15 directors (as would be specified in the resolution proposed by the Reporting Persons), and then to fill the newly created vacancies with nominees proposed by the Reporting Persons.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending
on various factors, including, without limitation, the Issuers financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in
the securities market and general economic and industry conditions, take such actions with respect to their investments in the Issuer as they deem appropriate, which may include further discussions with the Issuer regarding matters previously
disclosed in this Schedule 13D, as amended, as well as seeking direct discussions with, and changes or additions to, the Board. These actions may include, without limitation: (i) acquiring additional Shares and/or other equity, debt, notes,
other securities, or derivative or other instruments that are convertible into Shares, or are based upon or relate to the value of the Shares or the Issuer (collectively, Securities) in the open market or otherwise; (ii) disposing
of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections
(a) through (j) of Item 4 of Schedule 13D.
