Page 5 of 8 – SEC Filing
This Amendment No. 9 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 2. | Identity and Background |
This statement on Schedule 13D is filed on behalf of Corvex Management LP, a
Delaware limited partnership (Corvex), Keith Meister, a U.S. citizen (Mr. Meister, and together with Corvex, the Corvex Persons), and Vincent J. Intrieri, 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) and Shares held for the account of Mr. Intrieri. The general partner of Corvex is controlled
by Mr. Meister.
The information included for each Reporting Person has been provided by such Reporting Person and each Reporting Person is
responsible for such Reporting Persons information included in this Schedule 13D.
The principal business address of the Corvex Persons 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.
The principal business address of Mr. Intrieri is 8900 Biscayne Blvd., Suite 3006, Miami, Florida 33132.
Mr. Intrieris principal occupation is serving as President and Chief Executive Officer of VDA Capital Management LLC, a private investment firm, which he founded in January 2017.
A joint filing agreement of Corvex, Mr. Meister and Mr. Intrieri is attached hereto as Exhibit 10.
During the last five years, none of Corvex, Mr. Meister, any of the Corvex Funds or Mr. Intrieri 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 |
Corvex 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 as beneficially owned by the Corvex Persons was approximately $430,853,232.65 and the purchase
price to acquire such call options was approximately $25,582,763.70.
The Shares purchased by Mr. Intrieri were purchased with the personal funds of
Mr. Intrieri through an entity wholly owned by Mr. Intrieri (and may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 10,500 Shares beneficially owned
by Mr. Intrieri was approximately $495,205.
Corvex 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.
