Enters into Agreement with Corvex Management LP
Energen Corporation (NYSE: EGN) (“Energen”) today announced that Energen
has expanded its Board of Directors and appointed Vincent Intrieri,
former Senior Managing Director of Icahn Capital LP and Director of
Icahn Enterprises, and Jonathan Cohen, Founder of Atlas Energy and Atlas
Pipeline Partners, to the Company’s Board. Mr. Intrieri will serve in
the director class that will stand again for election in 2020 and Mr.
Cohen will serve in the director class that will stand again for
election in 2021. Each of Mr. Intrieri and Mr. Cohen will also stand for
election at the 2018 Annual Meeting, as required by Alabama law. As a
result of this action, the Board will comprise eleven directors, ten of
whom will be independent, with four directors standing again for
election in 2019, four directors standing again for election in 2020,
and three standing again for election in 2021.
James McManus, Chairman, President and Chief Executive Officer of
Energen, stated, “We welcome Vince and Jonathan to the Energen Board of
Directors. They bring strong industry, operational, financial and
leadership expertise that will complement the significant experience
already present on our Board of Directors. We are pleased to have
reached a constructive resolution with Corvex and look forward to
benefiting from Vince’s and Jonathan’s experience and perspectives as we
work to pursue best-in-class operational excellence, drive growth,
enhance returns and realize the full potential of Energen for all
shareholders.
As part of its ongoing effort to enhance shareholder value, the Energen
Board will promptly conduct an in-depth review, assisted by its
financial advisers, of the company’s business plan, competitive
positioning, and potential strategic alternatives.
Keith Meister, Corvex’s Managing Partner, said, “The Board and
management team of Energen have built an excellent company with
world-class assets in the core of the Permian Basin. We are pleased to
have worked constructively and to have reached a resolution that will
bolster the Board with new highly qualified directors as we pursue our
common goal of enhancing shareholder value.”
In connection with today’s announcement, Energen and Corvex Management
LP (“Corvex”) have entered into an agreement under which Corvex will
support the Energen Board of Directors’ slate of nominees at the 2018
Annual Meeting. The complete agreement will be included as an exhibit to
a Current Report on Form 8-K, which will be filed with the Securities
and Exchange Commission (“SEC”).
J.P. Morgan and Tudor, Pickering, Holt & Co. are serving as financial
advisors to the Company and Wachtell, Lipton, Rosen & Katz is serving as
its legal advisor.
About Vincent Intrieri
Vincent Intrieri was employed by Carl Icahn related entities in various
investment related capacities from 1998 to 2016, including as Senior
Managing Director of Icahn Capital LP and as a Director of Icahn
Enterprises. Prior to joining the Icahn organization, Mr. Intrieri
served as a portfolio manager at Elliott Associates from 1995 to 1998.
Mr. Intrieri is currently a director of Transocean, Ltd., Conduent
Incorporated, Hertz Global Holdings, Inc. and Navistar International
Corporation. Previously he served as a director on the boards of energy
companies Chesapeake Energy Corporation, CVR Refining, LP, and National
Energy Group, Inc. In addition, Mr. Intrieri has served on numerous
other board including Forest Laboratories Inc. and Motorola Solutions,
Inc. Mr. Intrieri graduated, with Distinction, from the Pennsylvania
State University with a B.S. in Accounting in 1984.
About Jonathan Cohen
Jonathan Cohen is currently the Chief Executive Officer of Osprey Energy
Acquisition Corporation and the Executive Chairman of Atlas Energy
Group, LLC. Previously, Mr. Cohen was a founder of Atlas Energy, Inc,
which was acquired by Chevron in 2011. Mr. Cohen was also a founder of
Atlas Pipeline Partners, LP, which was sold to Targa Resources Corp. in
2015.
Mr. Cohen is a trustee of the American School of Classical Studies
in Athens, a trustee of the East Harlem School and a Director of Lincoln
Center Theater. Jonathan received his Bachelor of Arts degree from
the University of Pennsylvania in 1992. He also received a Juris Doctor
degree from American University School of Law.
About Energen
Energen Corporation is an oil-focused exploration and production company
with operations in the Permian Basin in west Texas and New Mexico. For
more information, go to www.energen.com.
Forward Looking Statements
All statements, other than statements of historical fact, appearing in
this release constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, among other things, statements about
our expectations, beliefs, intentions or business strategies for the
future, statements concerning our outlook with regard to the timing and
amount of future production of oil, natural gas liquids and natural gas,
price realizations, the nature and timing of capital expenditures for
exploration and development, plans for funding operations and drilling
program capital expenditures, the timing and success of specific
projects, operating costs and other expenses, proved oil and natural gas
reserves, liquidity and capital resources, outcomes and effects of
litigation, claims and disputes and derivative activities.
Forward-looking statements may include words such as “anticipate”,
“believe”, “could”, “estimate”, “expect”, “forecast”, “foresee”,
“intend”, “may”, “plan”, “potential”, “predict”, “project”, “seek”,
“will” or other words or expressions concerning matters that are not
historical facts. These statements involve certain risks and
uncertainties that may cause actual results to differ materially from
expectations as of the date of this news release. Except as otherwise
disclosed, the forward-looking statements do not reflect the impact of
possible or pending acquisitions, investments, divestitures or
restructurings. The absence of errors in input data, calculations and
formulas used in estimates, assumptions and forecasts cannot be
guaranteed. We base our forward-looking statements on information
currently available to us, and we undertake no obligation to correct or
update these statements whether as a result of new information, future
events or otherwise. Additional information regarding our
forward‐looking statements and related risks and uncertainties that
could affect future results of Energen, can be found in the Company’s
periodic reports filed with the Securities and Exchange Commission and
available on Energen’s website - www.energen.com.
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