Page 4 of 6 – SEC Filing
Item 1. Security and Issuer
The title of the class of equity security to which this statement on Schedule 13D relates is the common stock, par value $0.01 per share (the
Shares), of Energen Corporation, an Alabama corporation (the Issuer). The address of the Issuers principal executive offices is 605 Richard Arrington Jr. Boulevard North, Birmingham, Alabama 35203.
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.
Item 2. Identity and Background
This statement on
Schedule 13D is filed on behalf of Corvex Management LP, a Delaware limited partnership (Corvex), and Keith Meister, a U.S. citizen (collectively, the Reporting Persons). This statement relates to Shares held for the
accounts of certain private investment funds for which Corvex acts as investment adviser, including Corvex Master Fund, LP and Corvex Select Equity Master Fund LP, each a Cayman Islands limited partnership, the general partner of each of which
is controlled by Mr. Meister (collectively, the Corvex Funds). The general partner of Corvex is controlled by Mr. Meister. The principal business address of each of Corvex and Mr. Meister is 667 Madison Avenue,
New York, NY 10065. The principal business of Corvex is serving as the investment adviser of private investment funds, whose principal business is investing in securities. Mr. Meisters principal occupation is serving as the
Managing Partner of Corvex. A joint filing agreement of Corvex and Mr. Meister is attached hereto as Exhibit 1.
During the last five
years, none of Corvex, Mr. Meister or any of the Corvex Funds has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons used the working capital of the Corvex Funds to purchase the 1,429,822 Shares reported herein and to acquire the call options referenced
in Item 5. The total purchase price for the Shares reported herein was approximately $74,301,817 and the purchase price to acquire such call options was approximately $65,724,515.
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 acquired the Shares and options over which they exercise beneficial ownership in the belief that the Shares are undervalued and are an
attractive investment.
The Reporting Persons have had discussions with the Issuer to express the Reporting Persons views as to the Issuers
business and strategies to enhance or maximize shareholder value. In these discussions, the Reporting Persons have expressed the view that the Issuer has some of the most attractive leaseholds for oil and gas development in the Permian Basin.
However, despite this leading asset position, the Issuers operational performance has fallen short of its peer companies, leading to underperformance both in terms of financial results and shareholder returns. As a result, the Reporting
Persons believe the Issuer needs to strongly consider what actions can be taken to enhance and maximize shareholder value including a review of the potential value delivered to shareholders through a change of control transaction given
the recent wave of acquisitions in the Permian Basin at per acre values well in excess of the Issuers current implied value. The Reporting Persons and their representatives expect to continue to have conversations with the Issuer and with
third parties, including both domestic and international oil and gas companies, as well as shareholders of the Issuer and others.
