Filed by Diamondback Energy, Inc.
(Commission File
No. 001-35700)
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Energen Corporation
(Commission File
No. 001-07810)
Date: August 14, 2018
Dear Diamondback Employees:
Today we announced that Diamondback will acquire Energen Corporation in an all-stock transaction. This transaction represents a significant step for
Diamondback as we will greatly enhance our size and scale, and will now be the eighth largest US independent oil and gas company by enterprise value. Further, because of your dedication and our track record of execution and low-cost operations, we
have positioned our company to be the premier Permian company. Even though we are growing significantly, our core philosophies of best-in-class execution and low-cost operations will not change. We will simply need to execute on a larger scale.
Energen, like Diamondback, is a Permian-focused operator with Tier One acreage located in both the Midland and Delaware Basins. This transaction provides an
opportunity to high-grade our portfolio so that we can continue to focus on maximizing long-lateral and efficient pad development of our premium locations. Energen has done an exceptional job of demonstrating improving well performance and returns,
and the enhanced production growth provided by this business combination will further improve our long- term-strategy of return on, and return of, capital.
Together with Energen, Diamondbacks size and scale in the Permian Basin will be matched by only a few other companies. We will have 390,000 combined
acres and we will run over 20 rigs. Our industry has transformed into a manufacturing business, and the operator that can convert resource into cash flow at the lowest cost will win in the long-run. This transaction adds critical mass for
Diamondback and enables us to achieve more efficient operations through all facets of our business: drilling, completions, production, minerals and midstream. There is no doubt that by combining with Energen, Diamondback is a stronger company and
will be able to further establish our leadership in the Permian.
I want to thank all Diamondback employees for your continued effort and hard work. A lot
has changed in our short time as a public company, but we have unequivocally built an amazing company with a future that remains bright because of the collection of your individual talents, hard work, trust, determination and perseverance. The
Energen team shares in our vision of operating safely and efficiently, and we look forward to welcoming them into Diamondback.
We expect to complete this
transaction by the end of the fourth quarter this year, subject to the approval of Diamondback and Energen shareholders, certain regulatory approvals and other customary closing conditions. Importantly, until the closing of this transaction,
Diamondback and Energen will continue to operate as independent companies. Following the closing of this transaction Diamondback will continue to be headquartered in Midland with administrative offices in Oklahoma City, and we will continue to be
led by our existing management team.
You can learn more about the deal and what it means for Diamondback by reading our press release, reviewing our
presentation and / or listening to our call with the investment community tomorrow morning at 7:30 AM central. All of these materials are available on our website. Additionally, there will be a Diamondback all employee meeting tomorrow morning at
9:00 AM central after our investor conference call to discuss the details of this acquisition. A dial in will be provided for this meeting.