UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

 

 

ENERGEN CORPORATION

(Name of Issuer)

 

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

 

29265N108

(CUSIP Number)

 

Keith Meister

Patrick J. Dooley, Esq.

Corvex Management LP

667 Madison Avenue

New York, NY 10065

(212) 474-6700

 

Jeffrey L. Kochian

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-8069

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 9, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 29265N108

 

 

 

 

CUSIP No. 29265N108

 

 

 

 

CUSIP No. 29265N108

 

 

 

This Amendment No. 10 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.

 

 

Corvex used the working capital of the Corvex Funds to purchase the 9,710,474 Shares reported herein. The total purchase price for the Shares reported as beneficially owned by the Corvex Persons was approximately $516,406,199.

 

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.

 

 

(a)-(b) Corvex may be deemed to be the beneficial owner of 9,710,474 Shares, which represent approximately 9.9% 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. Corvex and Mr. Meister may be deemed to have sole power to vote and sole power to dispose of 9,710,474 Shares.

 

The percentage calculated in the immediately foregoing paragraph and below is calculated based on a total of 97,201,944 Shares outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2017.

 

On February 9, 2018, Corvex on behalf of the Corvex Funds exercised the over-the-counter market American-style call options with an expiration date of January 31, 2019, referencing an aggregate of 1,456,048 Shares at an exercise price of $40 per Share (which resulted in the termination of corresponding over-the-counter market European-style put options referencing 1,456,048 Shares at an exercise price of $40 previously sold by Corvex on behalf of the Corvex Funds).

 

Mr. Intrieri beneficially owns 10,500 Shares, representing less than 0.1% of the Issuer’s Shares. Mr. Intrieri may be deemed to have sole power to vote and sole power to dispose of 10,500 Shares.

 

The Corvex Persons and Mr. Intrieri have determined to file this Schedule 13D jointly to report that Mr. Intrieri has agreed to serve as one of the Corvex Nominees. There is no agreement between the Corvex Persons and Mr. Intrieri with respect to the voting, nor any restriction on the acquisition or disposition, of Shares of the Issuer held by such persons. The filing of this statement should not be construed to be an admission that the Corvex Persons, on the one hand, and Mr. Intrieri on the other hand, are members of a “group” for the purposes of Section 13(d)(3) of the Exchange Act.

 

(c) Except as set forth in this Schedule 13D, there have been no transactions in the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.

 

(d) The limited partners of (or investors in) each of the private investment funds for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

 

(e) Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.