13D Filing: Corvex Capital and Energen Corporation (EGN)

This Amendment No. 7 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 4. Purpose of Transaction

On September 12, 2017, the Issuer filed a lawsuit against Corvex in the Circuit Court of Jefferson County, Alabama seeking, among other things, to enjoin Corvex from calling, and seeking a declaratory judgment that no shareholder, including Corvex, was entitled to call, a special meeting of shareholders of the Issuer for the purpose of expanding the size of the Board or nominating individuals to fill any vacancies created as a result of such expansion.  In a ruling issued by the Circuit Court on October 31, 2017, the court determined that, under Alabama law and the Certificate of Incorporation of the Issuer (the “Charter”), the Board has the sole right, to the exclusion of shareholders, to determine the number of directors on the Board within the ranges specified in the Charter, and to fill any vacancies that may be created through the increase in the size of the Board.  The court also enjoined Corvex from taking steps to call a special meeting for the foregoing purposes.

Corvex believes the ruling is contrary to the weight of applicable authority, as well as sound corporate policies in that it results in a limitation on shareholders’ ability to determine the composition of the Board of their company.  Corvex intends to promptly appeal this decision to the Alabama Supreme Court and, if the Alabama Supreme Court determines that shareholders such as Corvex have the right to call special meetings to expand the Board and nominate directors, Corvex will then evaluate whether to call such a special meeting.

In addition to the forgoing and while awaiting a decision on its appeal, Corvex will continue to express to the current Board its views on opportunities to maximize shareholder value, and intends to evaluate nominating persons for election to the Board at the next Annual Meeting of the Issuer (at which 4 of 9 directors will stand for election).

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 Issuer’s 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. 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 9,790,768 Shares, which collectively represent approximately 10.1% of the Issuer’s 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 9,790,768 Shares.

The percentage calculated in the immediately foregoing paragraph is calculated based on a total of 97,197,175 Shares outstanding as of July 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2017.