Each one in plain English, with the numbers worked through for a shareholder.
13 Apr 2006material agreement● NeutralMajor
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.
3 Mar 2006asset acquisition disposition● NeutralMajor
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.
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).
Mariner filed Amendment No. 2 to the merger registration statement. The visible text repeats the prior deal terms and meeting agenda and adds a statement that the merger cannot be completed unless authorized shares are increased; any other changes are not shown in the excerpt.
Mariner filed Amendment No. 1 to the merger registration statement for the Forest Energy Resources deal. The shareholder meeting is now an annual meeting in 2006 that also elects one director to serve until 2009 and two until 2007, the filing says Mariner has applied for NYSE listing, and it adds a warning that directors and executives have interests in the merger that differ from other stockholders'. The deal terms (one Mariner share per Forest Energy Resources share, about 58% to Forest holders, authorized shares to 200 million) are unchanged.
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.