Page 4 of 6 – SEC Filing
This Amendment No. 3 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 8,104,777 Shares reported herein and to acquire the call options referenced
in Item 5. The total purchase price for the Shares reported herein was approximately $423,285,315.28 and the purchase price to acquire such call options was approximately $1,269,972.
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 disclosed in Exhibit 6 attached hereto.
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. 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 8,104,777 Shares and 415,200 Shares underlying the call options referenced below in this
Item 5, which collectively represent approximately 8.8% 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 8,519,977 Shares.
The percentage calculated in the
immediately foregoing paragraph is calculated based on a total of 97,188,418 Shares outstanding as of May 1, 2017, as reported in the Issuers Quarterly Report on Form 10-Q filed with the SEC on
May 9, 2017.
Corvex has acquired listed American-style call options referencing an aggregate of 415,200 Shares, which have an exercise price of $50
per Share and expire on October 20, 2017. Corvex also has sold listed American-style call options referencing an aggregate of 415,200 Shares at an exercise price of $60 per Share, which expire on October 20, 2017, and has sold listed
American-style put options referencing an aggregate of 415,200 Shares at an exercise price of $40 per Share, which expire on January 19, 2018.
