This Amendment No. 22 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) and Keith Meister, 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). The general partner of Corvex is controlled by Mr. Meister.
The principal business address of the Reporting 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.
A joint filing agreement of Corvex and Mr. Meister is attached hereto as
Exhibit 26
.
During the last five years, none of Corvex, Mr. Meister, or any of the Corvex Funds 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 4,756,218 Shares directly held by the Corvex Funds reported herein. The total purchase
price for such Shares directly held by the Corvex Funds was approximately $251,627,275.51.
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.
Item 4. Purpose of Transaction
On November 16,
2018, the Icahn Group exercised the Option to purchase and received in connection with such exercise 2,000,000 Shares in the aggregate at a price of $67.37 per Share from the Corvex Parties.
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 Issuers 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 respective investments in the Issuer as they deem appropriate, including, without limitation: (i) acquiring additional
Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of the Shares (collectively, Securities) of the Issuer 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.