ENERGEN CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-11-30: Form 8-K; Period of report 2018-11-29; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2018-11-27: Form 8-K; Period of report 2018-11-27; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2018-11-16: Form 8-K; Period of report 2018-11-15; Description 8.01 Other Events; Details 8.01.
- 2018-11-07: Form 8-K; Period of report 2018-11-06; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-11-30 | 8-K | 2018-11-29 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 In connection with the closing of the Merger, the Company terminated all outstanding commitments under that certain Credit Agreement, dated as of September 2, 2014, by and between Energen Corporation, as borrower, Wells Fargo Bank, National Association, as administrative agent, as amended by Amendments 1 to 8 thereto, dated as of October 20, 2014, April 16, 2015, October 20, 2015, April 13, 2016, October 25, 2016, April 21, 2017, November 9, 2017 and April 30, 2018, respectively, and the Commitment Letter Increase, dated as of November 17, 2014 (the “Credit Agreement”). 2.01 At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) (other than shares held in treasury by the Company, shares owned by Diamondback or Merger Sub or shares with respect to which dissenters’ rights have been validly exercised in accordance with Alabama law) issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.6442 of a share of common stock, par value $0.01 per share, of Diamondback (“Diamondback Common Stock”), plus cash in lieu of any fractional shares that otherwise would have been issued (the “Merger Consideration”). 3.01 Prior to the Effective Time, shares of the Company Common Stock were listed and traded on the New York Stock Exchange (the “NYSE”) under the trading symbol “EGN.” As a result of the Merger, the Company no longer fulfills the listing requirements of the NYSE. 3.03 The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary of Diamondback. 5.02 In accordance with the Merger Agreement, as a result of the Merger, the then existing directors of the Company, Jonathan Z. Cohen, Kenneth W. Dewey, M. James Gorrie, Jay Grinney, William G. Hargett, Frances Powell Hawes, Vincent J. Intrieri, Alan A. Kleier, Lori A. Lancaster and James T. McManus, II, resigned from the Board of Directors of the Company (the “Board”) and any and all committees of the Board on which they served, effective as of the Effective Time. 5.03 Immediately following the Effective Time, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety. 8.01 In connection with the closing of the Merger, the Company repaid in full all outstanding indebtedness of the Company and its subsidiaries for borrowed money or in respect of loans and advances under the Credit Agreement, and terminated such agreement, including all undrawn commitments thereunder. | d663451d8k.htm |
| 2018-11-27 | 8-K | 2018-11-27 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 A special meeting of the shareholders of Energen Corporation (“Energen”) was held on November 27, 2018. 8.01 On November 27, 2018, Energen and Diamondback issued a joint press release announcing the results of their respective special meetings held on November 27, 2018. | d664765d8k.htm |
| 2018-11-16 | 8-K | 2018-11-15 | 8.01 Other Events | 8.01 As previously disclosed, on August 14, 2018, Energen Corporation (“Energen”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Diamondback Energy, Inc. (“Diamondback”) and Sidewinder Merger Sub Inc., a wholly owned subsidiary of Diamondback (“Merger Sub”), providing for the merger of Merger Sub with and into Energen, with Energen surviving the merger as a wholly owned subsidiary of Diamondback (the “Merger”). | d646894d8k.htm |
| 2018-11-07 | 8-K | 2018-11-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 6, 2018, Energen Corporation issued a press release announcing the third quarter financial results. 7.01 Energen Corporation has included reconciliations of certain Non-GAAP financial measures to the related GAAP financial measures. | d622785d8k.htm |
| 2018-10-26 | 8-K | 2018-10-25 | 8.01 Other Events | 8.01 On November 4, 2015, Energen Resources Corporation (Energen Resources), a wholly owned subsidiary of Energen Corporation, filed a quiet title action against Endeavor Energy Resources, L.P. (Endeavor) in the District Court of Howard County, Texas, to remove a cloud on the title to approximately 10,000 acres leased by Energen Resources in that county. | a8k102518noexhibit.htm |
| 2018-08-15 | 8-K | 2018-08-14 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On August 14, 2018, Energen Corporation (“Energen”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Diamondback Energy, Inc. (“Diamondback”) and Sidewinder Merger Sub Inc., a wholly owned subsidiary of Diamondback (“Merger Sub”). 5.02 On August 14, 2018, Energen entered into amendments to the severance compensation agreements with its named executive officers, James T. McManus, II, Charles W. Porter, Jr., John S. Richardson and David A Godsey. 5.03 On August 14, 2018, the Board of Directors of Energen amended and restated Energen’s By Laws by adding a new Article VIII containing a forum selection provision (the “Amendment”). | d609594d8k.htm |
| 2018-08-14 | 8-K | 2018-08-14 | 8.01 Other Events | 8.01 On August 14, 2018, Energen Corporation (“Energen”) and Diamondback Energy, Inc. (“Diamondback”) issued a joint press release announcing their entry into an agreement and plan of merger, by and among Energen, Diamondback and Sidewinder Merger Sub Inc., a wholly owned subsidiary of Diamondback. | d564480d8k.htm |
| 2018-08-07 | 8-K | 2018-08-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 7, 2018, Energen Corporation issued a press release announcing the second quarter financial results. 7.01 Energen Corporation has included reconciliations of certain Non-GAAP financial measures to the related GAAP financial measures. | d465164d8k.htm |
| 2018-06-08 | 8-K | 2018-06-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (b) Laurence M. Downes resigned from the Board of Directors of Energen Corporation on June 4, 2018. | a8-kitem5026418.htm |
| 2018-05-08 | 8-K | 2018-05-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 8, 2018, Energen Corporation issued a press release announcing the first quarter financial results. 7.01 Energen Corporation has included reconciliations of certain Non-GAAP financial measures to the related GAAP financial measures. | d581751d8k.htm |
| 2018-05-08 | 8-K/A | 2018-05-03 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Submission of Matters to a Vote of Security Holders (a) - (b) The registrant's annual meeting of shareholders on May 3, 2018. | annualmeeting8-ka5318.htm |
| 2018-05-04 | 8-K | 2018-05-03 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Submission of Matters to a Vote of Security Holders The registrant's annual meeting of shareholders on May 3, 2018. | annualmeeting8-k5318.htm |
| 2018-05-01 | 8-K | 2018-04-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Effective April 30, 2018, Energen Corporation (“Energen”) entered into an eighth amendment (the “Amendment”) to its credit agreement (the “Credit Agreement”) among Energen, as borrower, Wells Fargo Bank, National Association, as administrative agent, Energen Resources Corporation, as guarantor, and the institutions named therein as lenders. 2.03 The disclosure required under this Item 2.03 is included under Item 1.01 above and incorporated herein by reference. | a8keighthamendmenttothecre.htm |
| 2018-03-07 | 8-K | 2018-03-06 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On March 6, 2018, Jonathan Z. Cohen and Vincent J. Intrieri were appointed to the Board in connection with the Agreement described in Item 1.01 above. | body.htm |
| 2018-02-20 | 8-K | 2018-02-20 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 20, 2018, Energen Corporation issued a press release announcing the fourth quarter financial results. 7.01 Energen Corporation has included reconciliations of certain Non-GAAP financial measures to the related GAAP financial measures. | d530858d8k.htm |