Page 5 of 7 – SEC Filing
This Amendment No. 8 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 8,254,426 Shares reported herein and to acquire the call options referenced in Item 5. The total purchase price for the Shares reported herein was approximately $430,853,232.65 and the purchase price to acquire such call
options was approximately $25,582,763.70.
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 |
In connection with portfolio management activities as between certain of the
Corvex Funds, Corvex sold 40,000 Shares in open market transactions on December 28, 2017, at a weighted average price of $57.4626 per Share and sold 40,294 Shares in open market transactions on December 29, 2017, at a weighted average
price of $57.6619 per Share and on January 2, 2018 sold an aggregate of 1,456,048 Shares at $57.57 per Share in privately negotiated transactions and in connection therewith on January 2, 2018 acquired the call options referencing
1,456,048 Shares and sold the put options referencing 1,456,048 Shares as described in Item 5.
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 well as seeking direct discussions with, and changes or additions to, the Board, including by virtue of increasing
their share ownership back to a level that would permit the calling of a special meeting to expand the Board and filling newly created vacancies, or alternatively, at any level of share ownership, seeking to propose such action at an annual meeting
of shareholders, in either case if it is ultimately determined by the Supreme Court of Alabama that a shareholder is permitted to take such action. 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.
| Item 5. | Interest in Securities of the Issuer |
(a)-(b) Corvex may be deemed to be the beneficial owner of
8,254,426 Shares and 1,456,048 Shares underlying the call options referenced below in this Item 5, which collectively represent approximately 9.9% of the Issuers outstanding Shares. By virtue of his position as control person of the general
partner of Corvex, Mr. Meister may be considered to beneficially own such Shares. The Reporting Persons may be deemed to have sole power to vote and sole power to dispose of 9,710,474 Shares.
