22 Nov 2010listing compliance notice▼ BadMajor
MARINER ENERGY INC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
16 Nov 2010material agreement termination● Neutral
On November 10, 2010, as the Apache merger closed, Mariner repaid in full all outstanding advances under its March 2, 2006 credit agreement (Union Bank agent) and terminated it. This closes out the senior secured revolver listed in the company's debt; the filing does not give the amount repaid.
16 Nov 2010business combination● NeutralMajor
The Apache merger closed on November 10, 2010: Mariner merged into Apache Deepwater LLC and ceased to exist as a separate company. Mariner holders received a mix of cash and Apache shares (about 17.5 million Apache shares, about $800 million cash in total). Those who elected all cash got $26.00 per share; those who elected all stock, because stock was oversubscribed, got 0.198113 Apache shares plus $4.84 cash; others got $7.80 plus 0.17043 Apache shares. The filing also says the $300M 7.50%, $300M 8% and $300M 11.75% notes were taken on by the new issuers (Apache Deepwater LLC and Apache MEI Finance) with notice of redemption on December 13-14, 2010. Mariner stock was delisted from the NYSE on November 12, 2010, a Form 15 is intended to end reporting, and the rights plan rights were cancelled. This resolves the pending merger thread, the stockholder vote (adopted Nov 10) and the Rights Agreement thread. Option and restricted stock treatment matched the earlier terms: options converted to Apache options, 40% of performance-based restricted stock vested and the rest was cancelled.
12 Nov 2010listing compliance notice● NeutralMajor
MARINER ENERGY INC's exchange filed to remove a class of its securities from listing.
6 Oct 2010business combination● NeutralMajor
Mariner filed its definitive proxy statement/prospectus for the Apache merger, first mailed around October 13, 2010. It repeats the terms ($7.80 cash plus 0.17043 Apache share per Mariner share by default; $26.00 all-cash or 0.24347 all-stock elections, subject to proration), says Mariner holders would own about 5% of Apache, and states the board unanimously recommends a vote for. Approval needs a majority of outstanding shares, so not voting counts as a vote against. The Apache merger subsidiary ZMZ Acquisitions LLC is now named Apache Deepwater LLC.
1 Oct 2010business combination● Neutral
Mariner announced that the special stockholder meeting to vote on the Apache merger will be held November 10, 2010, with a record date of October 12, 2010. This moves the pending Apache deal toward its stockholder vote.
3 Aug 2010material agreement● Neutral
Mariner, Apache and the merger subsidiary amended the merger agreement on Aug 2, 2010 as part of a proposed settlement of two stockholder lawsuits (Delaware and Texas). The change removes the $67 million termination fee Mariner would have owed if it ended the deal before the stockholder vote to take a superior proposal; no other terms changed.
16 Apr 2010security holder rights change▲ GoodMajor
Mariner agreed to be acquired by Apache Corporation in a merger dated April 14, 2010, with Mariner merging into Apache's subsidiary ZMZ Acquisitions LLC. Each Mariner share gets 0.17043 Apache share plus $7.80 cash by default, or holders can elect all cash ($26.00) or all stock (0.24347 Apache share), subject to proration. It needs Mariner stockholder approval, an effective Apache S-4, HSR antitrust clearance and other conditions, and has a Jan 31, 2011 outside date; Mariner may owe a $67 million termination fee in certain cases. Mariner also amended its rights plan so the deal does not trigger it.
8 Apr 2010debt financing▲ Good
Mariner and its lenders amended the $1.0 billion revolving credit facility (Amendment No. 11, April 8, 2010). The borrowing base rises by $150 million to $950 million, the maximum debt-to-EBITDA ratio loosens from 2.50 to 3.50, and Mariner may issue up to $400 million of extra unsecured debt before Jan 1, 2011 (rate up to 13%, maturity no earlier than March 2, 2015), which would cut the borrowing base by 25% of the amount issued. This resolves the open question of the borrowing base level (previously unconfirmed after $850M in March 2009).
5 Jan 2010asset acquisition disposition▲ GoodMajor
On Dec 31, 2009 Mariner completed buying the reorganized subsidiaries of bankrupt Edge Petroleum for $260 million less adjustments, about $214 million net (subject to final adjustments), funded by borrowing under its bank credit facility. The assets include about 106 Bcfe of internally estimated proved reserves (about 80% in South Texas) and about 70,000 net undeveloped acres; appeals of the court order are pending, but Mariner does not expect a material adverse effect. Mariner also received about $46 million from OIL Insurance in December 2009 for Katrina, Rita and Ike. Financial statements and pro forma information for the deal are still to be filed by amendment.
27 Aug 2009debt financing● Neutral
Mariner amended its bank credit agreement again (Amendment No. 10, Aug 25, 2009) so it can set up a wholly-owned British Columbia subsidiary to do business in Canada, with Mariner's investment in it capped at $25 million. The Canadian subsidiary does not have to guarantee the bank debt, and Mariner's equity pledge in it can be limited to 65%. Separately, Senior VP and Chief Exploration Officer Mike van den Bold adopted a plan to sell up to 51,923 of his 337,022 shares through December 1, 2010.
16 June 2009debt financing● NeutralMajor
On June 10, 2009 Mariner completed the offerings: it issued $300 million of 11.75% senior notes due June 30, 2016 (about $284.8 million net) and 11.5 million new common shares at $14.50 (about $159.2 million net, including the 1.5 million over-allotment shares). All of the roughly $446.2 million of proceeds, before expenses, went to repay bank credit facility debt. The notes are unsecured, rank equally with the existing 7 1/2% 2013 and 8% 2017 notes, and are guaranteed by domestic subsidiaries. The share sale dilutes existing holders.
9 June 2009material agreement● NeutralMajor
On June 4, 2009 Mariner signed underwriting agreements for two offerings at the same time: 10 million common shares at $13.8852635 per share to the underwriters (about $138.3 million estimated net) and $300 million of 11.75% senior notes due 2016 (about $284.8 million estimated net, initial yield 12.375%). The proceeds are to repay bank credit facility debt. Shareholders face dilution from the new shares, and the underwriters have an option for 1.5 million more. This follows the June 2 credit amendment that allowed the new debt and the June 2 shelf registration.
2 June 2009debt financing● NeutralMajor
Mariner amended its bank credit facility (Amendment No. 9, June 2, 2009) to allow it to issue up to $300 million of new unsecured debt before July 1, 2009, at up to 13% interest and maturing no earlier than May 15, 2014. If such debt is issued, the bank borrowing base drops by the lesser of $50 million or 25% of the new debt. Separately, Mariner said it chose not to renew its extra commercial hurricane/physical damage insurance that expired June 1, 2009, because the 2009 market offering did not give similar coverage, and it believes its assets are sufficiently insured through OIL Insurance.
27 Mar 2009debt financing▼ BadMajor
Amendment No. 8 (Mar 24, 2009) keeps the borrowing base at $850 million for now, but Mariner agreed to start the next redetermination by July 31, 2009 and requested a lower $800 million; the next review moves up to August 2009, and any base above $800 million would need 100% lender approval. Borrowing costs rise: interest on borrowings goes up 1.0% and the fee on unused capacity to 0.5%. It also lets Mariner give OIL Insurance Limited a senior lien on up to $50 million of its Hurricane Ike claim proceeds (excluding the first $50 million), securing a contingent premium owed if a member leaves OIL.
15 Dec 2008debt financing● Neutral
Amendment No. 7 (Dec 12, 2008) affirms the $850 million borrowing base unchanged and moves the spring 2009 redetermination forward to February 2009. The filing states no other change.
21 Oct 2008listing compliance notice▲ GoodMajor
the New York Stock Exchange certified MARINER ENERGY INC's securities for listing, clearing them to begin trading.
3 June 2008debt financing▲ GoodMajor
Mariner's regular bank review raised its borrowing base to $850 million as of June 2, 2008, up $100 million from January 2008 (Amendment No. 6; facility size stays $1 billion). Separately, in May 2008 Mariner settled excess insurance claims for Hurricane Katrina and Rita damage to shelf assets bought from Forest Oil in 2006, for about $48.5 million net; its separate claims with OIL Insurance, Ltd. remain pending.
5 Feb 2008asset acquisition disposition▲ GoodMajor
Mariner closed its purchase of Mariner Gulf of Mexico LLC (formerly Hydro Gulf of Mexico, L.L.C., an indirect StatoilHydro subsidiary holding Gulf of Mexico shelf operations) from Hydro Gulf of Mexico, Inc. on Jan 31, 2008 for about $243 million, funded by borrowing under its credit facility. The acquired business has Mariner-estimated proved reserves of 52.4 Bcfe (95% developed), 36 (16 net) producing wells at about 53 MMcfe/day net, and about 106,000 net developed and 256,000 net undeveloped acres. In the same filing, Amendment No. 5 raised the credit facility's maximum availability to $1 billion with a borrowing base of $750 million (up from $450 million at the last context point), extended its term to Jan 31, 2012, and ended the separate $40 million letter of credit facility for Forest Oil, as Mariner had satisfied its drill-to-earn obligations. Financial statements and pro forma information for the acquisition are still to be filed by amendment.
27 Aug 2007debt financing● Neutral
Mariner amended its bank credit agreement for the fourth time (Amendment No. 4, Aug 24, 2007, with Union Bank of California as agent). It raises the cap on certain investments Mariner may make to $100 million (a liquidity test applies above $10 million) and loosens hedging limits, allowing up to 90% of production to be hedged in the first three years and 75% in years four and five.
1 May 2007material agreement● NeutralMajor
Mariner closed its $300 million 8% Senior Notes due 2017 on April 30, 2007, with net proceeds of about $292.4 million used to repay bank credit facility debt. The borrowing base stayed at $450 million. Interest is due May 15 and Nov 15 from Nov 15, 2007, and the notes rank equally with the 7 1/2% notes due 2013. This completes the offering priced days earlier, replacing part of the secured bank debt with unsecured bonds.
26 Apr 2007material agreement● NeutralMajor
Mariner priced $300 million of 8% senior unsecured notes due 2017 (upsized by $100 million from the amount first announced) and signed an underwriting agreement with J.P. Morgan Securities. Net proceeds are expected to be $294,750,000 before about $2.3 million of expenses, and are to repay bank credit facility debt. It also agrees not to sell other debt securities for 90 days without J.P. Morgan's consent.
24 Apr 2007debt financing● NeutralMajor
On April 23, 2007 Mariner amended its bank credit agreement (Amendment No. 3) to raise from $350 million to $600 million the unsecured bonds it may issue at 10% or less interest maturing after March 1, 2012. A new bond issue of up to $300 million before May 1, 2007 would leave the borrowing base at its current $450 million. The filing also furnishes a press release on drilling results and hedging, and a presentation, without figures in the text.
16 Nov 2006material agreement● Neutral
Mariner completed the exchange of its $300,000,000 7 1/2% Senior Notes due 2013 for registered notes (offer expired Nov 9, 2006, completed Nov 10), resolving the registration requirement tied to the April 2006 notes. The same filing reports third-quarter 2006 results via press release and a call transcript, but gives no figures in the text. It is signed by John H. Karnes as Senior VP and CFO, which suggests (inference) he succeeded Rick Lester.
5 Oct 2006business combination● Neutral
Mariner filed Amendment No. 1 to its S-4 for the exchange of the $300,000,000 7 1/2% Senior Notes due 2013. The visible text repeats the original offer terms, and the only listed exhibits are auditor consents (Deloitte & Touche and KPMG); the S-4 is still not yet effective.
19 Sept 2006business combination● Neutral
Mariner filed a registration statement (Form S-4) for an offer to swap its $300,000,000 of 7 1/2% Senior Notes due 2013, issued privately on April 24, 2006, for identical notes registered with the SEC. This follows through on the registration commitment for those notes; terms are substantially the same, the swap brings no proceeds to Mariner, and shareholders' stakes are not affected.
17 Aug 2006material agreement● Neutral
CFO Rick Lester, who had announced on June 29, 2006 his intention to resign, left as an employee on August 15 and signed a consulting agreement paying $2,300 per day, while staying on as an officer and helping with the transition. Mariner agreed to pay him a $237,500 bonus for 2006 and is still searching for a successor CFO.
9 June 2006material agreement● Neutral
Mariner amended the employment agreements of four executive officers, including van den Bold, Hansen and Bushman, to increase certain severance payments, including on a change in control. The filing says the changes were made in connection with their April 2006 promotions to Senior Vice President; it gives no dollar amounts.
3 May 2006material agreement● Neutral
The board approved 2005 bonuses and 2006 salary increases for its eight executive officers, including CEO Scott Josey at a $1,200,000 bonus and $475,000 salary (up $100,000). Several officers were promoted to Senior Vice President on April 27, 2006, and an amended employment agreement for Judd Hansen was filed. Executives also agreed, for $1,000 each, to delay vesting of restricted stock until after May 31, 2006, tied to the merger.
25 Apr 2006debt financing● NeutralMajor
Mariner sold $300 million of 7 1/2% Senior Notes due April 15, 2013 (priced to yield 7.75%), larger than the $250 million announced earlier in April, with net proceeds of about $287.8 million used to repay bank credit facility borrowings. The notes are unsecured, guaranteed by domestic subsidiaries, and rank behind the secured bank debt; the indenture limits things like dividends, new debt and asset sales. This completes the bond plan from the prior filing.