MARINER ENERGY INC

MARINER ENERGY INC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

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.

business combination

MARINER ENERGY INC's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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.

security holder rights change

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.

asset acquisition disposition

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.

debt financing

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.

material agreement

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.

debt financing

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.

debt financing

the New York Stock Exchange certified MARINER ENERGY INC's securities for listing, clearing them to begin trading.

listing compliance notice

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.

debt financing

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.

asset acquisition disposition

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.

material agreement

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.

material agreement

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.

debt financing

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.

debt financing

Mariner and Forest Oil signed another letter agreement amending the merger transaction agreements, and the lenders raised the borrowing base from $400 million to $430 million. The amendment also lets Mariner issue up to $350 million of unsecured bonds, which automatically cuts the borrowing base (by $55 million for a first issue of $250 million or less). Mariner announced it intends to offer $250 million of senior notes due 2013 to repay bank debt.

material agreement

The merger with Forest Oil's Gulf of Mexico business (Forest Energy Resources) closed on March 2, 2006; Mariner issued 50,637,010 shares to the former holders of that business, which became a wholly owned subsidiary renamed Mariner Energy Resources, Inc. Mariner also signed a new credit agreement with a $500 million revolving facility (initial borrowing base $400 million, maturing March 2, 2010) and a $40 million letter of credit facility, secured on substantially all its assets. Shareholders approved the stock plan increase (2.0 million to 6.5 million shares, extended to Oct 12, 2015), and Clayton Peterson joined the board as audit committee chair. This resolves the merger vote and completion threads; the filing says the NYSE listing was approved on completion earlier but does not itself confirm trading.

asset acquisition disposition

the New York Stock Exchange certified MARINER ENERGY INC's securities for listing, clearing them to begin trading.

listing compliance notice

Mariner filed Amendment No. 3 to the merger registration statement and set the shareholder vote: an annual meeting on March 2, 2006, with the proxy materials first mailed on or about February 10, 2006 to holders of record as of February 1, 2006. Mariner's common stock has now been approved for NYSE listing upon completion of the merger, and the company has moved to One BriarLake Plaza, Houston. The merger agreement is now described as amended, and deal terms are otherwise unchanged (one Mariner share per Forest Energy Resources share, about 58% to Forest holders).

business combination

Mariner filed a registration statement (Form S-4) for a merger with Forest Energy Resources, Inc., the Gulf of Mexico business Forest Oil Corporation plans to spin off (announced September 2005; merger agreement dated September 9, 2005). Forest shareholders would get one Mariner share per Forest Energy Resources share and about 58% of Mariner pro forma, and up to 50,637,010 new Mariner shares are registered; Mariner stockholders get no consideration but must approve it by majority vote, along with raising authorized shares from 90 million to 200 million and adding 4.5 million shares to the stock incentive plan. Mariner plans to apply for a New York Stock Exchange listing; no public market exists now, and the last PORTAL-eligible sale the company knew of was $20.00 on October 14, 2005.

business combination

MARINER ENERGY INC suspended its duty to file periodic reports with the SEC.

listing compliance notice