EGN / Energen Corp. - Документы SEC, Годовой отчет, Доверенное заявление

DIAMONDBACK ENERGY, INC. Offer to Exchange up to $750,000,000 of outstanding 4.750% Senior Notes due 2024 up to $750,000,000 of 4.750% Senior Notes due 2024 that have been registered under the Securities Act of 1933, as amended

Filed pursuant to Rule 424(b)(3) Registration No. 333-230446 PROSPECTUS DIAMONDBACK ENERGY, INC. Offer to Exchange up to $750,000,000 of outstanding 4.750% Senior Notes due 2024 for up to $750,000,000 of 4.750% Senior Notes due 2024 that have been registered under the Securities Act of 1933, as amended The Exchange Offer (defined below) will expire at midnight, New York City Time, on August 12, 20

FANG / Diamondback Energy, Inc. CORRESP - -

July 9, 2019 VIA EDGAR United States Securities and Exchange Commission The Division of Corporate Finance 100 F Street, N.

FANG / Diamondback Energy, Inc. CORRESP - -

July 8, 2019 BY EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

FANG / Diamondback Energy, Inc. S-4/A - - DIAMONDBACK S-4/A

As filed with the Securities and Exchange Commission on July 3, 2019 Registration No.

Subsidiaries of the Registrant.

Exhibit 21.1 Diamondback Energy, Inc. Subsidiaries of Registrant Name of Subsidiary Jurisdiction of Incorporation Diamondback E&P LLC Delaware Diamondback O&G LLC Delaware Energen Corporation Alabama Energen Resources Corporation Alabama EGN Services, Inc. Alabama Rattler Midstream GP LLC Delaware Rattler Midstream Operating LLC Delaware Rattler Midstream LP Delaware Tall City Towers LLC Delaware

FANG / Diamondback Energy, Inc. DIAMONDBACK S-4

As filed with the Securities and Exchange Commission on March 22, 2019 Registration No.

Form of Letter of Transmittal for 4.750% Senior Notes due 2024.

Exhibit 99.1 LETTER OF TRANSMITTAL DIAMONDBACK ENERGY, INC. OFFER TO EXCHANGE UP TO $750,000,000 OF OUTSTANDING 4.750% SENIOR NOTES DUE 2024 CUSIP NO. 25278XAC3 ISIN NO. US25278XAC39 CUSIP NO. U25257AE3 ISIN NO. USU25257AE38 FOR UP TO $750,000,000 OF 4.750% SENIOR NOTES DUE 2024 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED Pursuant to the Prospectus dated , 2019 THE EXCHA

Statement of Eligibility on Form T-1 for the Indenture governing 4.750% Senior Notes due 2024 under the Trust Indenture Act of 1939, as amended, of Trustee.

Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A National Banking Associat

Statement Regarding the Computation of Ratio of Earnings (Deficit) to Fixed Charges.

Exhibit 12.1 DIAMONDBACK ENERGY, INC. COMPUTATION OF RATIO OF EARNINGS (DEFICIT) TO FIXED CHARGES Year Ended December 31, 2018 2017 2016(1) 2015(1) 2014 (in thousands) EARNINGS Income (loss) from continuing operations $ 1,010,788 $ 605,020 $ (68,617 ) $ (740,269 ) $ 212,670 Interest expense, net 87,276 40,554 40,684 41,510 34,514 Income (loss) before fixed charges $ 1,098,064 $ 645,574 $ (27,933 )

EGN / Energen Corp. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Energen Corp (Name of Issuer) Common Stock (Title of Class of Securities) 29265N108 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

EGN / Energen Corp. 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-7810 ENERGEN CORPORATION (Exact name of registrant as specified in

EGN / Energen Corp. / JP Morgan Chase & Co - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 05)* ENERGEN CORPORATION (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 29265N108 (CUSIP Number) November 30, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

EGN / Energen Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on November 30, 2018 Registration No.

EGN / Energen Corp. S-8 POS

S-8 POS 1 d667254ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 30, 2018 Registration No. 333-212331 Registration No. 333-178794 Registration No. 333-84170 Registration No. 333-59804 Registration No. 333-45107 Registration No. 333-26111 Registration No. 033-48504 Registration No. 033-48505 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

EGN / Energen Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on November 30, 2018 Registration No.

EGN / Energen Corp. S-8 POS

S-8 POS 1 d667254ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 30, 2018 Registration No. 333-212331 Registration No. 333-178794 Registration No. 333-84170 Registration No. 333-59804 Registration No. 333-45107 Registration No. 333-26111 Registration No. 033-48504 Registration No. 033-48505 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

EGN / Energen Corp. S-8 POS

S-8 POS 1 d667254ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on November 30, 2018 Registration No. 333-212331 Registration No. 333-178794 Registration No. 333-84170 Registration No. 333-59804 Registration No. 333-45107 Registration No. 333-26111 Registration No. 033-48504 Registration No. 033-48505 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

EGN / Energen Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on November 30, 2018 Registration No.

EGN / Energen Corp. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on November 30, 2018 Registration No.

EGN / Energen Corp. S-8 POS

As filed with the Securities and Exchange Commission on November 30, 2018 Registration No.

Amended and Restated By Laws of Energen Corporation (as amended and restated through November 29, 2018).

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ENERGEN CORPORATION (Adopted as of November 29, 2018) ARTICLE I Offices Section 1. Registered Office. The registered office of Energen Corporation (the “Corporation”), as designated in the Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), may be changed from time to time by resolution of the board of directors of the

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 29, 2018 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of incorp

Amendment to the Energen Corporation Stock Incentive Plan, dated as of November 27, 2018.

EX-10.1 Exhibit 10.1 AMENDMENT TO THE ENERGEN CORPORATION STOCK INCENTIVE PLAN THIS AMENDMENT (this “Amendment”) to the Energen Corporation Stock Incentive Plan (the “Plan”), is dated as of November 27, 2018. 1. Effective Time. This Amendment shall become effective as of the “Effective Time” (as defined in the Agreement and Plan of Merger, by and among Diamondback Energy, Inc., Sidewinder Merger S

Amended and Restated Articles of Incorporation of Energen Corporation.

EX-3.1 Exhibit 3.1 STATE OF ALABAMA ) MONTGOMERY COUNTY ) AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ENERGEN CORPORATION Pursuant to the provisions of the Alabama Business Corporation Law, Energen Corporation, an Alabama corporation (the “Corporation”), executes and delivers these Amended and Restated Articles of Incorporation of the Corporation: FIRST: The name of the Corporation is Energe

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 11, 2018, pursuant to the provisions of Rule 12d2-2 (a).

EGN / Energen Corp. / ICAHN CARL C Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ENERGEN CORPORATION (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 29265N108 (CUSIP Number) Jesse Lynn Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4300 (Name, Address and Telephone Numbe

EGN / Energen Corp. / Corvex Management LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23)* 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 COPIES TO: Jeffrey

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 27, 2018 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of incorp

STOCKHOLDERS OF DIAMONDBACK ENERGY, INC. AND SHAREHOLDERS OF ENERGEN CORPORATION APPROVE MERGER

EX-99.1 Exhibit 99.1 . DIAMONDBACK ENERGY, INC. 500 West Texas, Suite 1200 Midland, Texas 79701 ENERGEN CORPORATION 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203-2707 STOCKHOLDERS OF DIAMONDBACK ENERGY, INC. AND SHAREHOLDERS OF ENERGEN CORPORATION APPROVE MERGER MIDLAND, TX and BIRMINGHAM, AL (November 27, 2018) – Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback”) and Energen Corpor

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO. 22 TO SCHEDULE 13D Activist Investment

Amendment No. 22 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22)* 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

AGREEMENT JOINT FILING OF SCHEDULE 13D

EX-99.26 2 d655518dex9926.htm EXHIBIT 26 EXHIBIT 26 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s beneficial ownership of securities of Energen Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of

EGN / Energen Corp. / ICAHN CARL C Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ENERGEN CORPORATION (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 29265N108 (CUSIP Number) Jesse Lynn Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4300 COPIES TO: Todd E. Mason, Esq. Thom

Nature of Transaction

Exhibit 27 EXHIBIT 27 TRANSACTIONS Except as disclosed elsewhere in the Schedule 13D, as amended, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Corvex Funds, inclusive of any transactions effected through 4:00 p.

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 15, 2018 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of incorp

EGN / Energen Corp. 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 15, 2018 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of incorp

FANG / Diamondback Energy, Inc. 425 (Prospectus)

425 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: November 14, 2018 DIAMONDBACK ENERGY, INC. 500 West Texas, Suite 1200 Midland, Texas 79701 ENE

EGN / Energen Corp. 425 (Prospectus)

425 Filed by Energen Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Energen Corporation Commission File No.

Section 302 Energen Corporation Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 31(b) CERTIFICATION I, Charles W. Porter, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

Section 302 Energen Corporation Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 31(a) CERTIFICATION I, J.T. McManus, II, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res

Unaudited consolidated financial statement of Energen Corporation, comprised of the balance sheet as of September 30, 2018 and December 31, 2017, the related statements of operations for the nine months ended September 30, 2018 and 2017, the related statements of comprehensive income for the nine months ended September 30, 2018 and 2017, the related statements of cash flows for the nine months ended September 30, 2018 and 2017, and the related condensed notes to the unaudited consolidated financial statements (incorporated by reference to Energen’s Form 10-Q filed with the SEC on November 8, 2018).

10-Q 1 egn9301810q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number

EGN / Energen Corp. 425 (Prospectus)

425 Filed by Energen Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Energen Corporation Commission File No.

FANG / Diamondback Energy, Inc. 425 (Prospectus)

425 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: November 7, 2018 Investor Presentation November 2018 Forward Looking Statement FORWARD LOOKING

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the 3 months ending September 30, 2018 and 2017 3rd Quarter (in thousands, except per share data) 2018 2017 Change Revenues Oil, natural gas liquids and natural gas sales $ 380,884 $ 249,114 $ 131

EX-99.2 Exhibit 99.2 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the 3 months ending September 30, 2018 and 2017 3rd Quarter (in thousands, except per share data) 2018 2017 Change Revenues Oil, natural gas liquids and natural gas sales $ 380,884 $ 249,114 $ 131,770 Loss on derivative instruments, net (154,628 ) (57,610 ) (97,018 ) Total revenues 226,256 191,504 34,752 Operating Costs and

Non-GAAP Financial Measures

EX-99.3 Exhibit 99.3 Non-GAAP Financial Measures Adjusted Net Income is a Non-GAAP financial measure (GAAP refers to generally accepted accounting principles) which excludes the effects of certain non-cash mark-to-market derivative financial instruments. Adjusted income from continuing operations further excludes impairment losses, income associated with acreage swaps/property sales, certain merge

ENERGEN PRODUCTION TOPS 103 MBOEPD, EXCEEDS GUIDANCE MIDPOINT BY 4% Per-unit LOE and SG&A Expenses Continue to Improve Delaware Basin Wolfcamp Wells Highlight Gen 3-Driven Outperformance

EX-99.1 Exhibit 99.1 Contacts: Julie S. Ryland 205.326.8421 ENERGEN PRODUCTION TOPS 103 MBOEPD, EXCEEDS GUIDANCE MIDPOINT BY 4% Per-unit LOE and SG&A Expenses Continue to Improve Delaware Basin Wolfcamp Wells Highlight Gen 3-Driven Outperformance BIRMINGHAM, Alabama – Energen Corporation (NYSE: EGN) (“Energen” or the “company”) today announced financial and operating results for the three months e

Regulation FD Disclosure, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 6, 2018 Commission File Number Registrant State of Incorporation IRS Employer Identification Number 1-7810 Energen Corporation Alabama 63-0757759 605 Richard Arrington Jr. Boulevard North Birmingham, Alaba

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report October 25, 2018 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of incorporati

EGN / Energen Corp. DEFM14A

DEFM14A 1 d637380ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the ap

TRANSACTIONS

Exhibit 25 EXHIBIT 25 TRANSACTIONS Except as previously disclosed in the Schedule 13D, as amended, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO. 21 TO SCHEDULE 13D Activist Investment

Amendment No. 21 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21)* 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

Agreement and Plan of Merger, dated as of August 14, 2018, by and among Diamondback Energy, Inc., Sidewinder Merger Sub Inc. and Energen Corporation †

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among DIAMONDBACK ENERGY, INC., SIDEWINDER MERGER SUB INC. and ENERGEN CORPORATION Dated as of August 14, 2018 Table of Contents Page ARTICLE I CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 ARTICLE II THE MERGER 2 2.1 The Merger 2 2.2 Closing 2 2.3 Effect of the Merger 2 2.4 Organizational Documents of the Surviving Corpora

FANG / Diamondback Energy, Inc. 8-K (Prospectus)

425 1 d593162d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2018 DIAMONDBACK ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35700 45-4502447 (State or other jurisdiction of

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d609594d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2018 Energen Corporation (Exact name of registrant as specified in its charter) Alabama (State or other jurisdiction of incorporation) 1-7810 63-0

Form of Amendment, dated as of August 14, 2018, to the Severance Compensation Agreements.

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT THIS AMENDMENT (this “Amendment”) to the Severance Compensation Agreement by and between Energen Corporation, an Alabama Corporation (“Energen”) and [ ] (“Executive”), dated as of [ ] (the “Agreement”), is executed as of August 14, 2018. W I T N E S S E T H: WHEREAS, contemporaneous with the execution of this Amen

Amended and Restated By Laws of Energen Corporation (as amended and restated through August 14, 2018).

EX-3.1 Exhibit 3.1 ENERGEN CORPORATION BY LAWS As amended and restated through August 14, 2018 I. Meetings of Stockholders. 1.01 Time of Holding. The annual meeting, for the purpose of electing directors and transacting any other proper business, shall be held at 8:30 a.m. on the first Wednesday in May of each year, if not a legal holiday, and if a legal holiday then on the first succeeding busine

Agreement and Plan of Merger, dated as of August 14, 2018, by and among Diamondback Energy, Inc., Sidewinder Merger Sub Inc. and Energen Corporation.†

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among DIAMONDBACK ENERGY, INC., SIDEWINDER MERGER SUB INC. and ENERGEN CORPORATION Dated as of August 14, 2018 Table of Contents Page ARTICLE I CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 ARTICLE II THE MERGER 2 2.1 The Merger 2 2.2 Closing 2 2.3 Effect of the Merger 2 2.4 Organizational Documents of the Surviving Corpora

Agreement and Plan of Merger, dated as of August 14, 2018, by and among Diamondback Energy, Inc., Sidewinder Merger Sub Inc. and Energen Corporation.†

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among DIAMONDBACK ENERGY, INC., SIDEWINDER MERGER SUB INC. and ENERGEN CORPORATION Dated as of August 14, 2018 Table of Contents Page ARTICLE I CERTAIN DEFINITIONS 1 1.1 Certain Definitions 1 ARTICLE II THE MERGER 2 2.1 The Merger 2 2.2 Closing 2 2.3 Effect of the Merger 2 2.4 Organizational Documents of the Surviving Corpora

Amended and Restated By Laws of Energen Corporation (as amended and restated through August 14, 2018).

EX-3.1 Exhibit 3.1 ENERGEN CORPORATION BY LAWS As amended and restated through August 14, 2018 I. Meetings of Stockholders. 1.01 Time of Holding. The annual meeting, for the purpose of electing directors and transacting any other proper business, shall be held at 8:30 a.m. on the first Wednesday in May of each year, if not a legal holiday, and if a legal holiday then on the first succeeding busine

EGN / Energen Corp. 8-K (Prospectus)

425 1 d609594d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2018 Energen Corporation (Exact name of registrant as specified in its charter) Alabama (State or other jurisdiction of incorporation) 1-7810 63-0

Form of Amendment, dated as of August 14, 2018, to the Severance Compensation Agreements.

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT TO SEVERANCE COMPENSATION AGREEMENT THIS AMENDMENT (this “Amendment”) to the Severance Compensation Agreement by and between Energen Corporation, an Alabama Corporation (“Energen”) and [ ] (“Executive”), dated as of [ ] (the “Agreement”), is executed as of August 14, 2018. W I T N E S S E T H: WHEREAS, contemporaneous with the execution of this Amen

FANG / Diamondback Energy, Inc. 425 (Prospectus)

425 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 E

Forward Looking Statement This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historica

EX-99.1 Exhibit 99.1 Transformational Combination with Energen August 14, 2018 1Exhibit 99.1 Transformational Combination with Energen August 14, 2018 1 Forward Looking Statement This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of histor

DIAMONDBACK ENERGY, INC. TO ACQUIRE ENERGEN CORPORATION IN ALL-STOCK TRANSACTION

EX-99.2 Exhibit 99.2 DIAMONDBACK ENERGY, INC. TO ACQUIRE ENERGEN CORPORATION IN ALL-STOCK TRANSACTION Midland, TX (August 14, 2018) – Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback” or the “Company”) and Energen Corporation (NYSE: EGN) or (“Energen”), today announced that they have entered into a definitive agreement under which Diamondback will acquire Energen in an all-stock transaction v

FANG / Diamondback Energy, Inc. FORM 8-K (Prospectus)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2018 DIAMONDBACK ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35700 45-4502447 (State or other jurisdiction of incorporation)

FANG / Diamondback Energy, Inc. 425 (Prospectus)

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 DIAMONDBACK ENERGY, INC. TO ACQUIRE ENERGEN CORPORATION IN ALL-STOCK TRANSACTION M

DIAMONDBACK ENERGY, INC. TO ACQUIRE ENERGEN CORPORATION IN ALL-STOCK TRANSACTION

EX-99.1 Exhibit 99.1 DIAMONDBACK ENERGY, INC. TO ACQUIRE ENERGEN CORPORATION IN ALL-STOCK TRANSACTION Midland, TX (August 14, 2018) – Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback” or the “Company”) and Energen Corporation (NYSE: EGN) or (“Energen”), today announced that they have entered into a definitive agreement under which Diamondback will acquire Energen in an all-stock transaction v

Financial Statements and Exhibits, Other Events

8-K 1 d564480d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2018 Energen Corporation (Exact name of registrant as specified in its charter) Alabama State or other jurisdiction of incorporation) 1-7810 63-07

DIAMONDBACK ENERGY, INC. TO ACQUIRE ENERGEN CORPORATION IN ALL-STOCK TRANSACTION

EX-99.1 Exhibit 99.1 DIAMONDBACK ENERGY, INC. TO ACQUIRE ENERGEN CORPORATION IN ALL-STOCK TRANSACTION Midland, TX (August 14, 2018) – Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback” or the “Company”) and Energen Corporation (NYSE: EGN) or (“Energen”), today announced that they have entered into a definitive agreement under which Diamondback will acquire Energen in an all-stock transaction v

EGN / Energen Corp. 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2018 Energen Corporation (Exact name of registrant as specified in its charter) Alabama State or other jurisdiction of incorporation) 1-7810 63-0757759 (Commission Fil

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO. 20 TO SCHEDULE 13D Activist Investment

Amendment No. 20 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* 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

TRANSACTIONS

EX-99.24 2 d604159dex9924.htm EXHIBIT 24 EXHIBIT 24 TRANSACTIONS Except as previously disclosed in the Schedule 13D, as amended, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on August 10, 2018. Except

EGN / Energen Corp. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-7810 Energen Corporation (Exac

Section 302 Energen Corporation Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 31(a) CERTIFICATION I, J.T. McManus, II, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res

Section 302 Energen Corporation Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 31(b) CERTIFICATION I, Charles W. Porter, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the 3 months ending June 30, 2018 and 2017 2nd Quarter (in thousands, except per share data) 2018 2017 Change Revenues Oil, natural gas liquids and natural gas sales $ 371,567 $ 218,723 $ 152,844

EX-99.2 3 d465164dex992.htm EX-99.2 Exhibit 99.2 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the 3 months ending June 30, 2018 and 2017 2nd Quarter (in thousands, except per share data) 2018 2017 Change Revenues Oil, natural gas liquids and natural gas sales $ 371,567 $ 218,723 $ 152,844 Gain (loss) on derivative instruments, net (31,919 ) 38,101 (70,020 ) Total revenues 339,648 256,824

Regulation FD Disclosure, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report August 7, 2018 Energen Corporation Registrant 1-7810 Alabama 63-0757759 Commission File Number State of Incorporation IRS Employer Identification Number 605 Richard Arrington Jr. Boulevard North Birmingham, Alabama

ENERGEN PRODUCTION IN 2Q18 EXCEEDS GUIDANCE MIDPOINT BY 7% CY18 Production Guidance Raised 5%: New Midpoint Now Estimated to Top 100 MBOEPD Wells in Delaware and Northern Midland Basins Highlight Gen 3-Driven Outperformance Additional Hedges in 2019,

EX-99.1 2 d465164dex991.htm EX-99.1 Exhibit 99.1 ENERGEN CORPORATION 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203-2707 For Release: 6:00 a.m. ET Contacts: Julie S. Ryland Tuesday, August 7, 2018 205.326.8421 ENERGEN PRODUCTION IN 2Q18 EXCEEDS GUIDANCE MIDPOINT BY 7% CY18 Production Guidance Raised 5%: New Midpoint Now Estimated to Top 100 MBOEPD Wells in Delaware and Northern Midland Ba

1

EX-99.3 Exhibit 99.3 Non-GAAP Financial Measures Adjusted Net Income is a Non-GAAP financial measure (GAAP refers to generally accepted accounting principles) which excludes the effects of certain non-cash mark-to-market derivative financial instruments. Adjusted income from continuing operations further excludes impairment and income associated with acreage swaps. Energen believes that excluding

TRANSACTIONS

Exhibit 23 EXHIBIT 23 TRANSACTIONS Except as previously disclosed in the Schedule 13D, as amended, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO. 19 TO SCHEDULE 13D Activist Investment

Amendment No. 19 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* 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

TRANSACTIONS

Exhibit 22 EXHIBIT 22 TRANSACTIONS Except as previously disclosed in the Schedule 13D, as amended, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO. 18 TO SCHEDULE 13D Activist Investment

Amendment No. 18 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* 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

TRANSACTIONS

Exhibit 21 EXHIBIT 21 TRANSACTIONS Except as previously disclosed in the Schedule 13D, as amended, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO. 17 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d795251dsc13da.htm AMENDMENT NO. 17 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* 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 Madi

EGN / Energen Corp. / Corvex Management LP - SC 13D/A (Activist Investment)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16)* 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 Jesse Lynn Icahn C

EGN / Energen Corp. / Corvex Management LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* 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 Jesse Lynn Icahn C

TRANSACTIONS

Exhibit 18 EXHIBIT 18 TRANSACTIONS Except as previously disclosed in the Schedule 13D, as amended, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO. 14 TO SCHEDULE 13D Activist Investment

Amendment No. 14 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* 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

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO. 13 TO SCHEDULE 13D Activist Investment

Amendment No. 13 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* 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

AMOUNT OF SECURITIES

EX-99.17 2 d763407dex9917.htm EXHIBIT 17 EXHIBIT 17 TRANSACTIONS Except as previously disclosed in the Schedule 13D, as amended, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on June 18, 2018. Except a

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report June 4, 2018 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of incorporation o

AGREEMENT JOINT FILING OF SCHEDULE 13D

EX-99.14 2 d563755dex9914.htm EXHIBIT 14 EXHIBIT 14 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s beneficial ownership of securities of Energen Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of

STOCK OPTION AGREEMENT dated as of May 20, 2018 by and between CORVEX MANAGEMENT LP CORVEX MASTER FUND LP and CORVEX SELECT EQUITY MASTER FUND LP HIGH RIVER LIMITED PARTNERSHIP, ICAHN PARTNERS LP and ICAHN PARTNERS MASTER FUND LP with respect to 2,00

EX-99.16 4 d563755dex9916.htm EXHIBIT 16 Exhibit 16 STOCK OPTION AGREEMENT dated as of May 20, 2018 by and between CORVEX MANAGEMENT LP CORVEX MASTER FUND LP and CORVEX SELECT EQUITY MASTER FUND LP and HIGH RIVER LIMITED PARTNERSHIP, ICAHN PARTNERS LP and ICAHN PARTNERS MASTER FUND LP with respect to 2,000,000 shares of common stock of ENERGEN CORPORATION This STOCK OPTION AGREEMENT, dated as of M

STOCK PURCHASE AGREEMENT dated as of May 20, 2018 by and between CORVEX MANAGEMENT LP CORVEX MASTER FUND LP and CORVEX SELECT EQUITY MASTER FUND LP HIGH RIVER LIMITED PARTNERSHIP ICAHN PARTNERS LP and ICAHN PARTNERS MASTER FUND LP with respect to 2,0

EX-99.15 3 d563755dex9915.htm EXHIBIT 15 Exhibit 15 STOCK PURCHASE AGREEMENT dated as of May 20, 2018 by and between CORVEX MANAGEMENT LP CORVEX MASTER FUND LP and CORVEX SELECT EQUITY MASTER FUND LP and HIGH RIVER LIMITED PARTNERSHIP ICAHN PARTNERS LP and ICAHN PARTNERS MASTER FUND LP with respect to 2,000,000 shares of common stock of ENERGEN CORPORATION This STOCK PURCHASE AGREEMENT, dated as o

EGN / Energen Corp. / Corvex Management LP - SCHEDULE 13D AMENDMENT NO. 12 Activist Investment

SC 13D/A 1 d563755dsc13da.htm SCHEDULE 13D AMENDMENT NO. 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* 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

EGN / Energen Corp. 10-Q (Quarterly Report)

10-Q 1 egn3311810q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-7

Section 302 Energen Corporation Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 31(b) CERTIFICATION I, Charles W. Porter, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

Section 302 Energen Corporation Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 31(a) CERTIFICATION I, J.T. McManus, II, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res

EGN / Energen Corp. 8-K/A (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report May 3, 2018 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of incorporation

Regulation FD Disclosure, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report May 8, 2018 Energen Corporation Registrant 1-7810 Alabama 63-0757759 Commission File Number State of Incorporation IRS Employer Identification Number 605 Richard Arrington Jr. Boulevard North Birmingham, Alabama 35

Financial Measures

EX-99.3 4 d581751dex993.htm EX-99.3 Exhibit 99.3 Non-GAAP Financial Measures Adjusted Net Income is a Non-GAAP financial measure (GAAP refers to generally accepted accounting principles) which excludes the effects of certain non-cash mark-to-market derivative financial instruments. Adjusted income from continuing operations further excludes impairment losses, income associated with acreage swaps,

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the 3 months ending March 31, 2018 and 2017 1st Quarter (in thousands, except per share data) 2018 2017 Change Revenues Oil, natural gas liquids and natural gas sales $ 357,866 $ 176,375 $ 181,491

EX-99.2 3 d581751dex992.htm EX-99.2 Exhibit 99.2 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the 3 months ending March 31, 2018 and 2017 1st Quarter (in thousands, except per share data) 2018 2017 Change Revenues Oil, natural gas liquids and natural gas sales $ 357,866 $ 176,375 $ 181,491 Gain (loss) on derivative instruments, net (1,695 ) 64,546 (66,241 ) Total revenues 356,171 240,921

PRODUCTION BEATS 1Q18 GUIDANCE MIDPOINT BY 4% Gen 3 Delaware Basin Wells Continue to Outperform First Gen 3 Cline Wells in Midland Basin Generate Excellent Results Commodity and Differential Hedges Added in 2018 and 2019 to Help Mitigate Risk ****NOT

EX-99.1 2 d581751dex991.htm EX-99.1 Exhibit 99.1 ENERGEN CORPORATION 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203-2707 For Release: 6:00 a.m. ET Contacts: Julie S. Ryland Tuesday, May 8, 2018 205.326.8421 PRODUCTION BEATS 1Q18 GUIDANCE MIDPOINT BY 4% Gen 3 Delaware Basin Wells Continue to Outperform First Gen 3 Cline Wells in Midland Basin Generate Excellent Results Commodity and Differ

Current Report

8-K 1 annualmeeting8-k5318.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report May 3, 2018 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or oth

Eighth Amendment to the Credit Agreement dated as of April 30, 2018, by and among Energen Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, Energen Resources Corporation, as guarantor, and the institutions named therein as lenders.

EXHIBIT 10.1 Eighth Amendment to the Credit Agreement dated as of April 30, 2018 among Energen Corporation, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, The Guarantor Signatory Hereto, and The Lenders Signatory Hereto Eighth Amendment to Credit Agreement This Eighth Amendment to the Credit Agreement (this “Eighth Amendment”), dated as of April 30, 2018 (the “Eighth

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a8keighthamendmenttothecre.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report April 30, 2018 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (Sta

EGN / Energen Corp. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

EGN / Energen Corp. DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

AGREEMENT JOINT FILING OF SCHEDULE 13D

EX-99.12 2 d740675dex9912.htm EXHIBIT 12 EXHIBIT 12 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s beneficial ownership of securities of Energen Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO. 11 TO SCHEDULE 13D Activist Investment

Amendment No. 11 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* 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

Letter Agreement, dated March 6, 2018, by and between Energen Corporation and Corvex Management LP

EX-10.1 2 ex101.htm EX-10.1 Exhibit 10.1 March 6, 2018 Corvex Management LP 667 Madison Avenue New York, New York 10065 Attn: Keith Meister Ladies and Gentlemen: Energen Corporation (the "Company"), on the one hand, and Corvex Management LP ("Corvex"), on the other hand, have mutually agreed to the terms contained in this letter (this "Letter Agreement"). For purposes of this Letter Agreement, we

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 body.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 6, 2018 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 1-7810 63-0757759 (State or other jurisdiction of incorporation) (C

Energen Appoints Two New Independent Directors Enters into Agreement with Corvex Management LP

Exhibit 99.1 ENERGEN CORPORATION 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203-2707 For Release: 8:00 a.m. ET Wednesday, March 7, 2018 Energen Appoints Two New Independent Directors Enters into Agreement with Corvex Management LP BIRMINGHAM, Alabama – Energen Corporation (NYSE: EGN) ("Energen") today announced that Energen has expanded its Board of Directors and appointed Vincent Intrier

Annual Report on Form 10-K of Energen Corporation for the year ended December 31, 2017

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-7810 Energen Corporation (Exact name of regi

Energen Corporation Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a)

Exhibit 31(a) CERTIFICATION I, James T. McManus, II, certify that: 1. I have reviewed this report on Form 10-K of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

Reserve Audit – Ryder Scott & Company, L.P.

EX-99.A 9 egn123117ex99a.htm RESERVE AUDIT Exhibit 99(a) ENERGEN RESOURCES CORPORATION Proved Reserves Audit Estimated Future Reserves Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2017 \s\ Joseph E. Blankenship Joseph E. Blankenship, P.E. TBPE License No. 62093 Senior Vice President RYDER SCOTT COMPANY, L.P. TBPE Firm Registration No. F-1580 RYDER SCOTT

Power of Attorney

Exhibit 24 POWER OF ATTORNEY ENERGEN CORPORATION Each of the undersigned directors of Energen Corporation, an Alabama corporation, hereby nominates, constitutes and appoints James T.

Energen Corporation Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)

Exhibit 31(b) CERTIFICATION I, Charles W. Porter, Jr., certify that: 1. I have reviewed this report on Form 10-K of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

Consent of Independent Oil and Gas Reservoir Engineers (Ryder Scott Company, L.P.

Exhibit 23(b) CONSENT We hereby consent to the reference to our firm name and our audit of the estimates of proved reserves of oil, natural gas liquids and natural gas that Energen Corporation attributed to its net interests in oil and natural gas properties located in the U.

Subsidiaries of Energen Corporation

Exhibit 21 SUBSIDIARIES OF ENERGEN CORPORATION Energen Resources Corporation* * Incorporated in the State of Alabama

Consent of Registered Public Accounting Firm (PricewaterhouseCoopers LLP)

Exhibit 23(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No.

Regulation FD Disclosure, Results of Operations and Financial Condition

8-K 1 d530858d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 20, 2018 Energen Corporation Registrant 1-7810 Alabama 63-0757759 Commission File Number State of Incorporation IRS Employer Identification Number 605 Richard Arrington Jr. Boulevard N

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the 3 months ending December 31, 2017 and 2016 4th Quarter (in thousands, except per share data) 2017 2016 Change Revenues Oil, natural gas liquids and natural gas sales $ 343,226 $ 162,992 $ 180,

EX-99.2 3 d530858dex992.htm EX-99.2 Exhibit 99.2 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the 3 months ending December 31, 2017 and 2016 4th Quarter (in thousands, except per share data) 2017 2016 Change Revenues Oil, natural gas liquids and natural gas sales $ 343,226 $ 162,992 $ 180,234 Loss on derivative instruments, net (71,430 ) (48,472 ) (22,958 ) Total revenues 271,796 114,520

Financial Measures

EX-99.3 4 d530858dex993.htm EX-99.3 Exhibit 99.3 Non-GAAP Financial Measures Adjusted Net Income is a Non-GAAP financial measure (GAAP refers to generally accepted accounting principles) which excludes the effects of certain non-cash mark-to-market derivative financial instruments. Adjusted income from continuing operations further excludes impairment losses, income (loss) associated with divestit

4Q17 PRODUCTION BEATS GUIDANCE BY 14%, APPROACHES 100 MBOEPD 2018 Production Estimated to Grow 25% YOY at Midpoint 3-Year Production CAGR (2018-2020) Expected to Exceed 28% Per Year ****NOTE: 4Q17 conference call slides available at www.energen.com**

EX-99.1 2 d530858dex991.htm EX-99.1 Exhibit 99.1 ENERGEN CORPORATION 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203-2707 For Release: 6:00 a.m. ET Contact: Julie S. Ryland Tuesday, February 20, 2018 205.326.8421 4Q17 PRODUCTION BEATS GUIDANCE BY 14%, APPROACHES 100 MBOEPD 2018 Production Estimated to Grow 25% YOY at Midpoint 3-Year Production CAGR (2018-2020) Expected to Exceed 28% Per Ye

Form 5 Joint Filer Information

Form 5 Joint Filer Information Name: Keith Meister Address: 667 Madison Avenue New York, NY 10065 Date of Event Requiring Statement: 12/31/17

EGN / Energen Corp. / Corvex Management LP Activist Investment

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

EGN / Energen Corp. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Energen Corp (Name of Issuer) Common Stock (Title of Class of Securities) 29265N108 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

EGN / Energen Corp. / VANGUARD GROUP INC - 3G/A (Passive Investment)

energencorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Energen Corp Title of Class of Securities: Common Stock CUSIP Number: 29265N108 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designat

Form 3 Joint Filer Information

Form 3 Joint Filer Information Name: Keith Meister Address: 667 Madison Avenue New York, NY 10065 Date of Event Requiring Statement: 1/31/18

EGN / Energen Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Energen Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 29265N108 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

EGN / Energen Corp. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Under Rule 14a-12 ENERGEN CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): ? No fee required.

EGN / Energen Corp. DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

Corvex Management Nominates Four Highly-Qualified Independent Candidates for Election to the Board of Directors of Energen Corporation

EX-99.1 2 d524551dex991.htm EXHIBIT 1 Exhibit 1 Corvex Management Nominates Four Highly-Qualified Independent Candidates for Election to the Board of Directors of Energen Corporation New York – January 31, 2018 – Corvex Management LP (“Corvex”), the largest shareholder of Energen Corporation (NYSE: EGN) (“Energen” or the “Company”) with beneficial ownership of approximately 9.9% of the Company’s o

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO. 9 TO SCHEDULE 13D Activist Investment

Amendment No. 9 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* 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 (2

AGREEMENT JOINT FILING OF SCHEDULE 13D

Exhibit 10 EXHIBIT 10 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s beneficial ownership of securities of Energen Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Corvex Management Nominates Four Highly-Qualified Independent Candidates for Election to the Board of Directors of Energen Corporation

Exhibit 11 Exhibit 11 Corvex Management Nominates Four Highly-Qualified Independent Candidates for Election to the Board of Directors of Energen Corporation New York – January 31, 2018 – Corvex Management LP (“Corvex”), the largest shareholder of Energen Corporation (NYSE: EGN) (“Energen” or the “Company”) with beneficial ownership of approximately 9.

EGN / Energen Corp. / JP Morgan Chase & Co - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 04)* Energen Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 29265N108 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO. 8 TO SCHEDULE 13D Activist Investment

Amendment No. 8 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* 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 (2

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 a8kbylawsamendment12417.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report December 4, 2017 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (Stat

Bylaws of Energen Corporation (as amended through December 4, 2017) which was filed as Exhibit 3.1 to Energen’s Current Report on Form 8-K, dated December 7, 2017

Exhibit EXHIBIT 3.1 ENERGEN CORPORATION BY LAWS As amended through December 4, 2017 I. Meetings of Stockholders. 1.01 Time of Holding. The annual meeting, for the purpose of electing directors and transacting any other proper business, shall be held at 8:30 a.m. on the first Wednesday in May of each year, if not a legal holiday, and if a legal holiday then on the first succeeding business day not

Seventh Amendment to the Credit Agreement and First Amendment to Pledge and Security Agreements, dated as of November 9, 2017, by and among Energen Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, Energen Resources Corporation, as guarantor, and the institutions named therein as lenders.

Exhibit EXHIBIT 10.1 Execution Version Seventh Amendment to the Credit Agreement and First Amendment to the Pledge and Security Agreements dated as of November 9, 2017 among Energen Corporation, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, The Guarantor Signatory Hereto, and The Lenders Signatory Hereto Seventh Amendment to Credit Agreement and First Amendment to P

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a8kseventhamendmenttothecr.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 9, 2017 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (S

EGN / Energen Corp. 8-K (Current Report)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 8, 2017 Energen Corporation Registrant 1-7810 Alabama 63-0757759 Commission File Number State of Incorporation IRS Employer Identification Number 605 Richard Arrington Jr. Boulevard North Birmingham, Alaba

Non-GAAP Financial Measures

EX-99.3 4 d489232dex993.htm EX-99.3 Exhibit 99.3 Non-GAAP Financial Measures Adjusted Net Income is a Non-GAAP financial measure (GAAP refers to generally accepted accounting principles) which excludes the effects of certain non-cash mark-to-market derivative financial instruments. Adjusted income from continuing operations further excludes impairment losses, certain prior period losses associated

ENERGEN’S GEN 3 WELLS CONTINUE TO DELIVER OUTSTANDING RESULTS 3Q17 Production Beats Guidance by 9%; All Commodities Exceed Expectations 4Q17 Production Guidance Raised 5% Per-Unit LOE and SG&A Decrease Substantially Again in 3Q17 ****NOTE: 3Q17 confe

EX-99.1 2 d489232dex991.htm EX-99.1 Exhibit 99.1 For Release: 6:00 a.m. ET Contact: Julie S. Ryland Wednesday, November 8, 2017 205.326.8421 ENERGEN’S GEN 3 WELLS CONTINUE TO DELIVER OUTSTANDING RESULTS 3Q17 Production Beats Guidance by 9%; All Commodities Exceed Expectations 4Q17 Production Guidance Raised 5% Per-Unit LOE and SG&A Decrease Substantially Again in 3Q17 ****NOTE: 3Q17 conference cal

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the 3 months ending September 30, 2017 and 2016 3rd Quarter (in thousands, except per share data) 2017 2016 Change Revenues Oil, natural gas liquids and natural gas sales $ 249,114 $ 163,973 $ 85,

EX-99.2 3 d489232dex992.htm EX-99.2 Exhibit 99.2 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the 3 months ending September 30, 2017 and 2016 3rd Quarter (in thousands, except per share data) 2017 2016 Change Revenues Oil, natural gas liquids and natural gas sales $ 249,114 $ 163,973 $ 85,141 Gain (loss) on derivative instruments, net (57,610 ) 20,412 (78,022 ) Total revenues 191,504 184,

Section 302 Energen Corporation Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 31(a) CERTIFICATION I, J.T. McManus, II, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res

Section 302 Energen Corporation Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 31(b) CERTIFICATION I, Charles W. Porter, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q 1 egn9301710q.htm 10-Q ENERGEN CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Co

Form of Executive Severance Agreement between Energen Corporation and its named executive officers except Mr. Woodruff.

EX-10.A 2 egn93017exhibit10a.htm ENERGEN CORPORATION FORM OF EXECUTIVE SEVERANCE AGREEMENT Form of Executive Severance Agreement EXHIBIT 10(a) EXECUTIVE SEVERANCE AGREEMENT THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) is made and entered into, as of [•], 20 (the “Effective Date”), by and between Energen Corporation, an Alabama corporation (the “Company”), and [•] (“Executive”). WHEREAS, E

Energen Corporation Stock Incentive Plan (as amended effective November 7, 2017) (incorporated by reference to Exhibit 10(b) to Energen’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017).

EX-10.B 3 egn93017exhibit10b.htm ENERGEN CORPORATION STOCK INCENTIVE PLAN AS AMENDED EXHIBIT 10(b) ENERGEN CORPORATION STOCK INCENTIVE PLAN (As Amended Effective November 7, 2017) The purpose of this Plan is to provide a means whereby Energen Corporation may, through the use of stock and stock related compensation, attract and retain persons of ability as employees and motivate such employees to e

EGN / Energen Corp. / Corvex Management LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* 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

Energen 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report October 31, 2017 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of in

September 14, 2017

EX-9 Exhibit 9 September 14, 2017 Board of Directors Energen Corporation 605 Richard Arrington Jr.

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d453293dsc13da.htm AMENDMENT NO. 6 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* 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 Madiso

Energen 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report September 12, 2017 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of

EX-99.1

Exhibit 99.1 Form 3 Joint Filer Information Name: Keith Meister Address: 667 Madison Avenue New York, NY 10065 Date of Event Requiring 08/11/17 Statement:

TRANSACTIONS

EX-8 EXHIBIT 8 TRANSACTIONS Except as previously disclosed in the Schedule 13D, as amended, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons on behalf of the Corvex Funds, inclusive of any transactions effected through 4:00 p.

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d408942dsc13da.htm AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* 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 Madiso

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the 3 months ending June 30, 2017 and 2016 2nd Quarter (in thousands, except per share data) 2017 2016 Change Revenues Oil, natural gas liquids and natural gas sales $ 218,723 $ 171,637 $ 47,086 G

EX-99.2 3 d438554dex992.htm EX-99.2 Exhibit 99.2 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the 3 months ending June 30, 2017 and 2016 2nd Quarter (in thousands, except per share data) 2017 2016 Change Revenues Oil, natural gas liquids and natural gas sales $ 218,723 $ 171,637 $ 47,086 Gain (loss) on derivative instruments, net 38,101 (65,872 ) 103,973 Total revenues 256,824 105,765 151

Three Months Ended June 30, 2016

EX-99.3 4 d438554dex993.htm EX-99.3 Exhibit 99.3 Non-GAAP Financial Measures Adjusted Net Income is a Non-GAAP financial measure (GAAP refers to generally accepted accounting principles) which excludes the effects of certain non-cash mark-to-market derivative financial instruments. Adjusted income from continuing operations further excludes impairment losses, certain prior period losses associated

Regulation FD Disclosure, Results of Operations and Financial Condition

8-K 1 d438554d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report August 8, 2017 Energen Corporation Registrant Alabama 1-7810 63-0757759 State of Incorporation Commission File Number IRS Employer Identification Number 605 Richard Arrington Jr. Boulevard

ENERGEN’S NEW GEN 3 WELLS DELIVERING OUTSTANDING RESULTS IN ALL KEY AREAS OF PERMIAN OPERATIONS 2Q17 Production Beats June Revised Guidance On Continued Strength of Gen 3 Results Per-Unit LOE and SG&A Decrease Substantially in 2Q17 Bolt-on Lease Acqu

EX-99.1 2 d438554dex991.htm EX-99.1 Exhibit 99.1 ENERGEN CORPORATION 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203-2707 For Release: 6:00 a.m. ET Contacts: Julie S. Ryland Tuesday, August 8, 2017 205.326.8421 ENERGEN’S NEW GEN 3 WELLS DELIVERING OUTSTANDING RESULTS IN ALL KEY AREAS OF PERMIAN OPERATIONS 2Q17 Production Beats June Revised Guidance On Continued Strength of Gen 3 Results Pe

Section 302 Energen Corporation Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 31(b) CERTIFICATION I, Charles W. Porter, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-7810 Energen Corporation (Exac

Section 302 Energen Corporation Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 31(a) CERTIFICATION I, J.T. McManus, II, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res

EGN / Energen Corp. / Corvex Management LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* 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

Energen 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report July 21, 2017 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of incor

Energen Appoints E&P Sector Investment Banker to Board of Directors

Exhibit EXHIBIT 99.1 ENERGEN CORPORATION 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203-2707 For Immediate Release Contact: Julie S. Ryland Friday, July 21, 2017 205-326-8421 Energen Appoints E&P Sector Investment Banker to Board of Directors BIRMINGHAM, Alabama ? Energen Corporation (NYSE: EGN) today announced the appointment of Lori A. Lancaster to the company?s Board of Directors effec

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d429623dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* 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 Madiso

TRANSACTIONS

EX-6 EXHIBIT 6 TRANSACTIONS Except as previously disclosed in the Schedule 13D, as amended, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.

June 27, 2017

EX-4 EXHIBIT 4 June 27, 2017 Energen Corporation 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203 To: Board of Directors I was very disappointed to read Energen’s June 19 press release, in which the company announced its intent to continue with a status quo business plan. The market appears to share this view, as the price of Energen stock fell 4.1% and 7.6% (versus an average gain of 2.1%

EGN / Energen Corp. / Corvex Management LP - AMENDMENT NO.2 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d380526dsc13da.htm AMENDMENT NO.2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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

TRANSACTIONS

EX-99.5 3 d380526dex995.htm EX-5 EXHIBIT 5 TRANSACTIONS Except as previously disclosed in the Schedule 13D, as amended, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on June 27, 2017. Except as otherwi

Energen 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report June 19, 2017 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of incor

ENERGEN RAISES 2017 PRODUCTION GUIDANCE ON STRENGTH OF GEN 3 FRAC PERFORMANCE 2017 Production Now Estimated to Increase Approximately 29% from Prior Year Energen Board Unanimously Supports Continued Execution of Company’s Business Plan

Exhibit EXHIBIT 99.1 ENERGEN CORPORATION 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203-2707 For Release: 4:30 p.m. ET Analyst/Investor Contact: Julie S. Ryland, 205-326-8421 Monday, June 19, 2017 Media Contacts: Jamie S. Moser, 212-895-8642 or Matthew Sherman, 212-895-8665 ENERGEN RAISES 2017 PRODUCTION GUIDANCE ON STRENGTH OF GEN 3 FRAC PERFORMANCE 2017 Production Now Estimated to Incre

TRANSACTIONS

EX-3 EXHIBIT 3 TRANSACTIONS Except as previously disclosed in the Schedule 13D, the following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.

EGN / Energen Corp. / Corvex Management LP - SCHEDULE 13D/A Activist Investment

SC 13D/A 1 d359623dsc13da.htm SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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

EGN / Energen Corp. / Corvex Management LP - SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* 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

TRANSACTIONS

EX-2 EXHIBIT 2 TRANSACTIONS The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.

AGREEMENT JOINT FILING OF SCHEDULE 13D

EX-1 EXHIBIT 1 AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s beneficial ownership of securities of Energen Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Energen 10-Q (Quarterly Report)

10-Q 1 egn3311710q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-7

Section 302 Energen Corporation Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit Exhibit 31(a) CERTIFICATION I, J.T. McManus, II, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading

Section 302 Energen Corporation Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit Exhibit 31(b) CERTIFICATION I, Charles W. Porter, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misle

NEW ENERGEN WELLS WITH GENERATION 3 FRACS SIGNIFICANTLY OUTPERFORMING New Gen 3 Wells Drive 5% Production Beat in 1Q17; Oil Production Outpaces Guidance by 6% Energen Adds >6,900 Net Lease Acres to Permian Basin Footprint through YTD Bolt-On Acquisit

EX-99.1 2 d390276dex991.htm EX-99.1 Exhibit 99.1 ENERGEN CORPORATION 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203-2707 For Release: 4:15 p.m. ET Contacts: Julie S. Ryland Thursday, May 4, 2017 205.326.8421 NEW ENERGEN WELLS WITH GENERATION 3 FRACS SIGNIFICANTLY OUTPERFORMING New Gen 3 Wells Drive 5% Production Beat in 1Q17; Oil Production Outpaces Guidance by 6% Energen Adds >6,900 Net

Financial Measures

EX-99.3 4 d390276dex993.htm EX-99.3 Exhibit 99.3 Non-GAAP Financial Measures Adjusted Net Income is a Non-GAAP financial measure (GAAP refers to generally accepted accounting principles) which excludes the effects of certain non-cash mark-to-market derivative financial instruments. Adjusted income from continuing operations further excludes impairment losses, certain prior period pension settlemen

Regulation FD Disclosure, Results of Operations and Financial Condition

8-K 1 d390276d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report May 4, 2017 Commission File Number Registrant State of Incorporation IRS Employer Identification Number 1-7810 Energen Corporation Alabama 63-0757759 605 Richard Arrington Jr. Boulevard North B

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the 3 months ending March 31, 2017 and 2016 1st Quarter (in thousands, except per share data) 2017 2016 Change Revenues Oil, natural gas liquids and natural gas sales $ 176,375 $ 122,764 $ 53,611

EX-99.2 3 d390276dex992.htm EX-99.2 Exhibit 99.2 CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the 3 months ending March 31, 2017 and 2016 1st Quarter (in thousands, except per share data) 2017 2016 Change Revenues Oil, natural gas liquids and natural gas sales $ 176,375 $ 122,764 $ 53,611 Gain on derivative instruments, net 64,546 5,455 59,091 Total revenues 240,921 128,219 112,702 Operat

Energen RESULTS OF ANNUAL MEETING (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report May 3, 2017 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of incorpo

Energen 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report April 21, 2017 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of inco

Sixth Amendment to the Credit Agreement, dated as of April 21, 2017, by and among Energen Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, Energen Resources Corporation, as guarantor, and the institutions named therein as lenders which was filed as Exhibit 10.1 to Energen’s Current Report on Form 8-K filed April 25, 2017

Exhibit EXHIBIT 10.1 Execution Version Sixth Amendment to the Credit Agreement dated as of April 21, 2017 among Energen Corporation, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, The Guarantor Signatory Hereto, and The Lenders Signatory Hereto Sixth Amendment to Credit Agreement This Sixth Amendment to the Credit Agreement (this ? Sixth Amendment ?), dated as of Apr

Energen DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Energen 10-K (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-7810 Energen Corporation (Exact nam

Form of Severance Compensation Agreement (Change in Control) between Energen Corporation and its executive officers which was filed as Exhibit 10(d) to Energen’s Annual Report on Form 10-K for the year ended December 31, 2016

Exhibit 10(d) SEVERANCE COMPENSATION AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of the date set forth below, by and between ENERGEN CORPORATION, an Alabama corporation (“Energen”), and the Executive identified below ("the Executive").

Exhibit 23(b)

Exhibit 23(b) CONSENT We hereby consent to the reference to our firm name and our audit of the estimates of proved reserves of oil, natural gas liquids and natural gas that Energen Corporation attributed to its net interests in oil and natural gas properties located in the U.

POWER OF ATTORNEY ENERGEN CORPORATION

EX-24 7 egn12312016ex24.htm POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY ENERGEN CORPORATION Each of the undersigned directors of Energen Corporation, an Alabama corporation, hereby nominates, constitutes and appoints James T. McManus, II, and Charles W. Porter, Jr., and each of them, the true and lawful attorneys of the undersigned to sign the name of the undersigned as director to the Annual R

February 28, 2017

Exhibit 31(b) CERTIFICATION I, Charles W. Porter, Jr., certify that: 1. I have reviewed this report on Form 10-K of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect

February 28, 2017

Exhibit 31(a) CERTIFICATION I, James T. McManus, II, certify that: 1. I have reviewed this report on Form 10-K of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect t

ENERGEN CORPORATION STOCK INCENTIVE PLAN (As Amended Effective January 1, 2017)

Exhibit 10(e) ENERGEN CORPORATION STOCK INCENTIVE PLAN (As Amended Effective January 1, 2017) The purpose of this Plan is to provide a means whereby Energen Corporation may, through the use of stock and stock related compensation, attract and retain persons of ability as employees and motivate such employees to exert their best efforts on behalf of Energen Corporation and its subsidiaries.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 23(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (File No.

ENERGEN RESOURCES CORPORATION Proved Reserves Audit Future Reserves Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2016 \s\ Joseph E. Blankenship Joseph E. Blankenship, P.E. TBPE License No. 62093 Senior Vic

Exhibit 99(a) ENERGEN RESOURCES CORPORATION Proved Reserves Audit Estimated Future Reserves Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2016 \s\ Joseph E.

Exhibit 21

Exhibit 21 SUBSIDIARIES OF ENERGEN CORPORATION Energen Resources Corporation* * Incorporated in the State of Alabama

Energen 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 7, 2017 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of in

Regulation FD Disclosure, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report February 9, 2017 Energen Corporation Registrant Alabama 1-7810 63-0757759 State of Incorporation Commission File Number IRS Employer Identification Number 605 Richard Arrington Jr. Boulevard North Birmingham,

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) For the 3 months ending December 31, 2016 and 2015 4th Quarter (in thousands, except per share data) 2016 2015 Change Revenues Oil, natural gas liquids and natural gas sales $ 162,992 $ 167,751 $ (4,759 )

EX-99.2 3 d303794dex992.htm EX-99.2 Exhibit 99.2 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) For the 3 months ending December 31, 2016 and 2015 4th Quarter (in thousands, except per share data) 2016 2015 Change Revenues Oil, natural gas liquids and natural gas sales $ 162,992 $ 167,751 $ (4,759 ) Gain (loss) on derivative instruments, net (48,472 ) 25,048 (73,520 ) Total revenues 114,520 192,799

Non-GAAP Financial Measures

EX-99.3 4 d303794dex993.htm EX-99.3 Exhibit 99.3 Non-GAAP Financial Measures Adjusted Net Income is a Non-GAAP financial measure (GAAP refers to generally accepted accounting principles) which excludes the effects of certain non-cash mark-to-market derivative financial instruments. Adjusted income from continuing operations further excludes impairment losses, certain pension and pension settlement

FIRST MIDLAND BASIN WELLS WITH GEN 3 COMPLETIONS SHOW SUBSTANTIAL, EARLY PRODUCTION UPLIFT Delaware Basin Production Expected to More than Double in 2017 Energen’s $790 MM Capital Program Includes Drilling 96 Gross Wells

EX-99.1 2 d303794dex991.htm EX-99.1 Exhibit 99.1 ENERGEN CORPORATION 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203-2707 For Release: 4:15 p.m. ET Contacts: Julie S. Ryland Thursday, February 9, 2017 205.326.8421 FIRST MIDLAND BASIN WELLS WITH GEN 3 COMPLETIONS SHOW SUBSTANTIAL, EARLY PRODUCTION UPLIFT Delaware Basin Production Expected to More than Double in 2017 Energen’s $790 MM Capita

Energen ROBECO INVESTMENT MANAGEMENT INC. (Passive Acquisition of More Than 5% of Shares)

egna421017.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Energen Corp (Name of Issuer) Common Stock (Title of Class of Securities) 29265N108 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

EGN / Energen Corp. / VANGUARD GROUP INC Passive Investment

energencorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Energen Corp Title of Class of Securities: Common Stock CUSIP Number: 29265N108 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designat

EGN / Energen Corp. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Energen Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 29265N108 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Energen 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 8, 2016 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of in

Energen 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-7810 Energen Cor

November 8, 2016

Exhibit 31(a) CERTIFICATION I, J.T. McManus, II, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res

November 8, 2016

Exhibit 31(b) CERTIFICATION I, Charles W. Porter, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

ENERGEN ESTIMATES ANNUAL PRODUCTION TO GROW 20% A YEAR, 2017-2019 4Q17 Exit Rate Expected to Exceed 4Q16 Exit Rate by Over 40% New Delaware Basin Wells with Generation 3 Completions Show Substantial, Early Production Uplift

EX-99.1 Exhibit 99.1 ENERGEN CORPORATION 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203-2707 For Release: 4:15 p.m. ET Thursday, November 3, 2016 Contacts: Julie S. Ryland 205.326.8421 ENERGEN ESTIMATES ANNUAL PRODUCTION TO GROW 20% A YEAR, 2017-2019 4Q17 Exit Rate Expected to Exceed 4Q16 Exit Rate by Over 40% New Delaware Basin Wells with Generation 3 Completions Show Substantial, Early

Energen FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 3, 2016 Commission File Number Registrant State of Incorporation IRS Employer Identification Number 1-7810 Energen Corporation Alabama 63-0757759 605 Richard Arrington Jr. Boulevard North Birmingham,

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) For the 3 months ending September 30, 2016 and 2015 3rd Quarter (in thousands, except per share data) 2016 2015 Change Revenues Oil, natural gas liquids and natural gas sales $ 163,973 $ 188,398 $ (24,425

EX-99.2 Exhibit 99.2 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) For the 3 months ending September 30, 2016 and 2015 3rd Quarter (in thousands, except per share data) 2016 2015 Change Revenues Oil, natural gas liquids and natural gas sales $ 163,973 $ 188,398 $ (24,425 ) Gain on derivative instruments, net 20,412 107,173 (86,761 ) Total revenues 184,385 295,571 (111,186 ) Operating Costs and Exp

Non-GAAP Financial Measures

EX-99.3 Exhibit 99.3 Non-GAAP Financial Measures Adjusted Net Income is a Non-GAAP financial measure (GAAP refers to generally accepted accounting principles) which excludes the effects of certain non-cash mark-to-market derivative financial instruments. Adjusted income from continuing operations further excludes impairment losses, expenses related to the 2016 reductions in force, certain pension

Energen FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report October 25, 2016 Commission File Number Registrant State of Incorporation IRS Employer Identification Number 1?7810 Energen Corporation Alabama 63?0757759 605 Richard Arrington Jr. Boulevard North Birmingham,

Fifth Amendment to the Credit Agreement dated as of October 25, 2016, by and among Energen Corporation, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, Energen Resources Corporation, as Guarantor, and the institutions named therein as lenders, which was filed as Exhibit 10.1 to Energen’s Current Report on Form 8-K filed October 26, 2016

EX-10.1 Exhibit 10.1 FIFTH AMENDMENT TO THE CREDIT AGREEMENT dated as of October 25, 2016 among ENERGEN CORPORATION, as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE GUARANTOR SIGNATORY HERETO, and THE LENDERS SIGNATORY HERETO FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT TO THE CREDIT AGREEMENT (this “Fifth Amendment”), dated as of October 25, 2016 (the

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report July 15, 2016 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other j

ENERGEN CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit Exhibit 99.1 ENERGEN CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The unaudited pro forma condensed consolidated financial statements reflect the historical financial statements of Energen Corporation (Energen or the Company) adjusted to give effect to the sale of certain non-core Permian Basin assets in the Delaware Basin in Texas and in the San Juan Basin i

ENERGEN’S 2Q16 PRODUCTION EXCEEDS GUIDANCE MIDPOINT BY 4% Broad-based Efficiency Gains Continue as Expenses Reduced 5-Well Average Production History Underscores Core Delaware Basin Potential

EX-99.1 2 d235652dex991.htm EX-99.1 Exhibit 99.1 ENERGEN CORPORATION 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203-2707 For Release: 4:15 p.m. ET Contacts: Julie S. Ryland Monday, August 8, 2016 205.326.8421 ENERGEN’S 2Q16 PRODUCTION EXCEEDS GUIDANCE MIDPOINT BY 4% Broad-based Efficiency Gains Continue as Expenses Reduced 5-Well Average Production History Underscores Core Delaware Basin

Non-GAAP Financial Measures

EX-99.3 Exhibit 99.3 Non-GAAP Financial Measures Adjusted Net Income is a Non-GAAP financial measure (GAAP refers to generally accepted accounting principles) which excludes the effects of certain non-cash mark-to-market derivative financial instruments. Adjusted income from continuing operations further excludes impairment losses, expenses related to the 2016 reductions in force, certain pension

Energen 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report August 8, 2016 Commission File Number Registrant State of Incorporation IRS Employer Identification Number 1-7810 Energen Corporation Alabama 63-0757759 605 Richard Arrington Jr. Boulevard North Birmingham, Alabama

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) For the 3 months ending June 30, 2016 and 2015 2nd Quarter (in thousands, except per share data) 2016 2015 Change Revenues Oil, natural gas liquids and natural gas sales $ 171,637 $ 219,290 $ (47,653 ) Lo

EX-99.2 3 d235652dex992.htm EX-99.2 Exhibit 99.2 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) For the 3 months ending June 30, 2016 and 2015 2nd Quarter (in thousands, except per share data) 2016 2015 Change Revenues Oil, natural gas liquids and natural gas sales $ 171,637 $ 219,290 $ (47,653 ) Loss on derivative instruments, net (65,872 ) (50,964 ) (14,908 ) Total revenues 105,765 168,326 (62,56

Energen 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-7810 Energen Corporat

August 8, 2016

Exhibit 31(a) CERTIFICATION I, J.T. McManus, II, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with res

August 8, 2016

Exhibit 31(b) CERTIFICATION I, Charles W. Porter, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

Energen 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report July 15, 2016 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of incor

ENERGEN CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit Exhibit 99.1 ENERGEN CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The unaudited pro forma condensed consolidated financial statements reflect the historical financial statements of Energen Corporation (Energen or the Company) adjusted to give effect to the sale of certain non-core Permian Basin assets in the Delaware Basin in Texas and in the San Juan Basin i

CONSENT

Exhibit EXHIBIT 23(c) CONSENT We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Energen Corporation of the reference to our firm name and our review of the estimates of proved reserves of natural gas, oil and natural gas liquids that Energen Corporation attributed to its net interests in oil and gas properties located in the U.

June 30, 2016

Exhibit EXHIBIT 5(a) June 30, 2016 Energen Corporation 605 Richard Arrington Jr. Blvd. North Birmingham, Alabama 35203 Ladies and Gentlemen: In our capacity as counsel for Energen Corporation, an Alabama corporation (the ?Company?), we have examined the Registration Statement on Form S-8 (the ?Registration Statement?), in form as proposed to be filed by the Company with the Securities and Exchange

Energen S-8

Document As filed with the Securities and Exchange Commission on June 30, 2016. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of incorporation or organization) (I.R.S

CONSENT

Exhibit EXHIBIT 23(d) CONSENT We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Energen Corporation of the reference to our firm name and our review of the estimates of proved reserves of natural gas, oil and natural gas liquids that Energen Corporation attributed to its net interests in oil and gas properties located in the U.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit EXHIBIT 23(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Energen Corporation of our report dated February 16, 2016 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Energen Corporation?s Annual Report on Form 10-K for the year ended December 31, 2015.

POWER OF ATTORNEY (Form S-8 1997 Deferred Compensation Plan)

Exhibit EXHIBIT 24 POWER OF ATTORNEY (Form S-8 1997 Deferred Compensation Plan) KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and/or directors whose signature appears below constitutes and appoints James T.

Energen 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report June 20, 2016 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of incor

For Release: 4:30 p.m. ET Contacts: Julie S. Ryland Monday, June 20, 2016 205.326.8421 ENERGEN CLOSES, SIGNS PSAS ON ASSETS IN DELAWARE AND SAN JUAN BASINS GROSS PROCEEDS EXCEED $550 MM Capital Investment in 2016 Increased to $450 MM as Additional De

Exhibit Exhibit 99.1 ENERGEN CORPORATION 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203-2707 For Release: 4:30 p.m. ET Contacts: Julie S. Ryland Monday, June 20, 2016 205.326.8421 ENERGEN CLOSES, SIGNS PSAS ON ASSETS IN DELAWARE AND SAN JUAN BASINS GROSS PROCEEDS EXCEED $550 MM Capital Investment in 2016 Increased to $450 MM as Additional Delaware DUCs Planned BIRMINGHAM, Alabama – Energe

EGN / Energen Corp. / Boston Partners - ROBECO INVESTMENT MANAGEMENT INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Energen Corp (Name of Issuer) Common Stock (Title of Class of Securities) 29265N108 (CUSIP Number) May 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Energen 10-Q (Quarterly Report)

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 1-7810 Energen Corporation

May 9, 2016

Exhibit Exhibit 31(b) CERTIFICATION I, Charles W. Porter, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misle

May 9, 2016

Exhibit Exhibit 31(a) CERTIFICATION I, J.T. McManus, II, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Energen Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading

Energen Corporation Annual Incentive Compensation Plan, as amended effective January 1, 2016, which was filed as Exhibit 10 to Energen’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016

Exhibit 10 ENERGEN CORPORATION ANNUAL INCENTIVE COMPENSATION PLAN (As Amended Effective January 1, 2016) 1.

ENERGEN TO INVEST ADDITIONAL $100-$150 MM IN 2H16 TO REBUILD DUC INVENTORY Core Delaware Basin EURs for 10,000’ Lateral Wolfcamp A & B Wells Could Reach 2 MMBOE Energen Continues to Strengthen Its Hedge Position in 2016 and 2017

EX-99.1 Exhibit 99.1 ENERGEN CORPORATION 605 Richard Arrington Jr. Blvd. N. Birmingham, AL 35203-2707 For Release: 4:30 p.m. ET Contacts: Julie S. Ryland Thursday, May 5, 2016 205.326.8421 ENERGEN TO INVEST ADDITIONAL $100-$150 MM IN 2H16 TO REBUILD DUC INVENTORY Core Delaware Basin EURs for 10,000? Lateral Wolfcamp A & B Wells Could Reach 2 MMBOE Energen Continues to Strengthen Its Hedge Position

Regulation FD Disclosure, Results of Operations and Financial Condition

8-K 1 d356856d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report May 5, 2016 Commission File Number Registrant State of Incorporation IRS Employer Identification Number 1-7810 Energen Corporation Alabama 63-0757759 605 Richard Arrington Jr. Boulevard North B

2

EX-99.3 4 d356856dex993.htm EX-99.3 Exhibit 99.3 Non-GAAP Financial Measures Adjusted Net Income is a Non-GAAP financial measure (GAAP refers to generally accepted accounting principles) which excludes the effects of certain non-cash mark-to-market derivative financial instruments. Adjusted income from continuing operations further excludes impairment losses, certain pension and pension settlement

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) For the 3 months ending March 31, 2016 and 2015 1st Quarter (in thousands, except per share data) 2016 2015 Change Revenues Oil, natural gas liquids and natural gas sales $ 122,764 $ 187,822 $ (65,058 ) G

EX-99.2 3 d356856dex992.htm EX-99.2 Exhibit 99.2 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) For the 3 months ending March 31, 2016 and 2015 1st Quarter (in thousands, except per share data) 2016 2015 Change Revenues Oil, natural gas liquids and natural gas sales $ 122,764 $ 187,822 $ (65,058 ) Gain on derivative instruments, net 5,455 34,036 (28,581 ) Total revenues 128,219 221,858 (93,639 ) Op

Energen 8-K ANNUAL MEETING RESULTS (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report May 3, 2016 (Date of earliest event reported) Commission file number 1-7810 Energen Corporation (Exact name of registrant as specified in its charter) Alabama 63-0757759 (State or other jurisdiction of incorporatio