Attached files
file | filename |
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EX-5.1 - EX-5.1 - ENERGEN CORP | d944147dex51.htm |
EX-99.2 - EX-99.2 - ENERGEN CORP | d944147dex992.htm |
EX-1.1 - EX-1.1 - ENERGEN CORP | d944147dex11.htm |
EX-99.1 - EX-99.1 - ENERGEN CORP | d944147dex991.htm |
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 17, 2015
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 |
35203 | |||||
(Address of principal executive offices) | (Zip Code) |
(205) 326-2700
(Registrants telephone number including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 23 0.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 Registrants Business and Operations
Item 1.01 | Entry into a Material Definitive Agreement |
On June 17, 2015, Energen Corporation (Energen) entered into an Underwriting Agreement (the Underwriting Agreement) with Credit Suisse Securities (USA) LLC (the Underwriter). The Underwriting Agreement relates to a public offering and sale by Energen (the Offering) of 5,700,000 shares of its common stock, par value $0.01 per share (the Common Stock), at a price to the Underwriter of $70 per share (the Purchase Price). Pursuant to the Underwriting Agreement, Energen granted the Underwriter a 30-day option to purchase up to an additional 855,000 shares of Common Stock on the same terms (the Option).
The Offering closed on June 22, 2015. Energen received net proceeds of approximately $399.0 million (after deducting the Underwriters discount) from the Offering. Energen intends to use the net proceeds from the Offering to fund a slight increase in drilling activity in the second half of 2015 and, more significantly, to begin a multi-year acceleration of development activities in 2016, with capital investments in 2016 of $1 billion or more (subject to market conditions); net proceeds also may be used for other general corporate purposes, including the acquisition of proved and unproved leasehold. Pending such uses, Energen intends to use the net proceeds from this Offering to repay borrowings outstanding under its credit facility.
The Underwriting Agreement contains customary representations, warranties and agreements by Energen and customary conditions to closing, obligations of the parties and termination provisions. Energen has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act), and the Securities Exchange Act of 1934, as amended (the Exchange Act), or to contribute to payments the Underwriter may be required to make because of any of those liabilities.
The Offering was made pursuant to Energens effective automatic shelf registration statement on Form S-3 (File No. 333-203914), filed with the Securities and Exchange Commission (the Commission) on May 6, 2015 (the Registration Statement), and a prospectus, which consists of a base prospectus, filed with the Commission on May 6, 2015, a preliminary prospectus supplement, filed with the Commission on June 17, 2015, and a final prospectus supplement, filed with the Commission on June 19, 2015 (collectively, the Prospectus).
In the ordinary course of its business, the Underwriter (directly or through affiliates) has engaged, and may in the future engage, in commercial banking, investment banking, financial advisory or other services to Energen and its affiliates for which it has in the past and may in the future receive customary compensation and expense reimbursement.
The preceding summary of the material terms of the Underwriting Agreement is qualified in its entirety by the full text of such agreement, which is filed herewith as Exhibit 1.1. In the event of any discrepancy between the preceding summary and the text of the Underwriting Agreement, the text of the Underwriting Agreement shall control.
Section 7 - Regulation FD
Item 7.01 | Regulation FD Disclosure. |
On June 17, 2015, Energen announced that it had commenced the Offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On June 17, 2015, Energen announced that it had priced the Offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information furnished in this Item 7.01 shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any of Energens filings under the Securities Act or the Exchange Act.
Section 9 Financial Statements and Exhibits
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
EXHIBIT |
DESCRIPTION | |
1.1 | Underwriting Agreement, dated June 17, 2015, by and between Energen Corporation and Credit Suisse Securities (USA) LLC. | |
5.1 | Opinion of Bradley Arant Boult Cummings LLP. | |
23.1 | Consent of Bradley Arant Boult Cummings LLP (included in Exhibit 5.1). | |
99.1 | Press release of Energen Corporation dated June 17, 2015. | |
99.2 | Press release of Energen Corporation dated June 17, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ENERGEN CORPORATION | ||||||
June 22, 2015 |
By |
/s/ Charles W. Porter, Jr. | ||||
Charles W. Porter, Jr. | ||||||
Vice President, Chief Financial Officer and Treasurer of Energen Corporation |
EXHIBIT INDEX
EXHIBIT |
DESCRIPTION | |
1.1 | Underwriting Agreement, dated June 17, 2015, by and between Energen Corporation and Credit Suisse Securities (USA) LLC. | |
5.1 | Opinion of Bradley Arant Boult Cummings LLP. | |
23.1 | Consent of Bradley Arant Boult Cummings LLP (included in Exhibit 5.1). | |
99.1 | Press release of Energen Corporation dated June 17, 2015. | |
99.2 | Press release of Energen Corporation dated June 17, 2015. |