Mariner Energy Inc - Current report filing (8-K)
June 03 2008 - 8:25AM
Edgar (US Regulatory)
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 (date of earliest event reported): June 2, 2008
MARINER ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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1-32747
(Commission
File Number)
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86-0460233
(I.R.S. Employer
Identification No.)
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One BriarLake Plaza, Suite 2000
2000 West Sam Houston Parkway South
Houston, Texas
(Address of principal executive offices)
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77042
(Zip Code)
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Registrants telephone number, including area code:
(713) 954-5500
(Former name or former address, if changed since last report)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement, and Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Mariner Energy, Inc. (Mariner) entered into Master Assignment, Agreement and Amendment No. 6,
dated as of June 2, 2008, among Mariner and Mariner Energy Resources, Inc., as borrowers, the
Lenders (as defined in the Credit Agreement described below), and Union Bank of California, N.A.,
as administrative agent and as issuing lender for such Lenders (the Amendment), which further
amends the Amended and Restated Credit Agreement, dated as of March 2, 2006, among the same parties
(as so amended, the Credit Agreement). The Credit Agreement provides for a senior secured
revolving credit facility of $1 billion, including up to $50 million in letters of credit, subject
to a borrowing base which is redetermined periodically. The Amendment accommodates an increased
borrowing base of $850 million as of June 2, 2008 resulting from a regular borrowing base
redetermination, an increase of $100 million since the last redetermination in January 2008 when
the facilitys maximum credit availability was increased.
A copy of the Amendment is attached as Exhibit 4.1 and incorporated herein by reference. The above
description of the Credit Agreement is a summary and is qualified in its entirety by the complete
text of the Amendment and the Credit Agreement which previously was filed.
Item 8.01 Other Events.
In May 2008, Mariner agreed to a settlement with its insurers and underwriters for certain excess
coverage claims related to property damage caused by Hurricanes Katrina and Rita, which struck the
Gulf Coast in 2005. Agreed net proceeds to Mariner are approximately $48.5 million. The settled
excess coverage claims encompass assets on the continental shelf acquired from Forest Oil
Corporation in 2006, including properties located in the South Pass, Grand Isle, Garden Banks, Main
Pass, South Timbalier, and Eugene Island lease areas. Settled claims include those for costs
associated with physical impairment, debris removal, seepage and pollution clean up, and well
control, as well as increased costs associated with plugging and abandonment of wells and
facilities at those fields.
The settled excess coverage claims are independent of Mariners pending claims made through its
primary insurance coverage provider, OIL Insurance, Ltd., an energy industry insurance cooperative.
Item 9.01 Financial Statements and Exhibits
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No.
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Description
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4.1
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Master Assignment, Agreement and Amendment No. 6,
dated as of June 2, 2008, among Mariner Energy, Inc.
and Mariner Energy Resources, Inc., as Borrowers, the
Lenders (as defined in the Amended and Restated
Credit Agreement, dated as of March 2, 2006, among
Mariner Energy, Inc. and Mariner Energy Resources,
Inc., as Borrowers, the Lenders party thereto from
time to time, as Lenders, and Union Bank of
California, N.A., as Administrative Agent and as
Issuing Lender, as amended), and Union Bank of
California, N.A., as Administrative Agent for such
Lenders and as Issuing Lender for such Lenders.
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4.2*
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Amended and Restated Credit Agreement, dated as of
March 2, 2006, among Mariner Energy, Inc. and Mariner
Energy Resources, Inc., as Borrowers, the Lenders
party thereto from time to time, as Lenders, and
Union Bank of California, N.A., as Administrative
Agent and as Issuing Lender (incorporated by
reference to Exhibit 4.1 to Mariners Form 8-K filed
on March 3, 2006).
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4.3*
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Amendment No. 1 and Consent, dated as of April 7,
2006, among Mariner Energy, Inc. and Mariner Energy
Resources, Inc., as Borrowers, the Lenders party
thereto, and Union Bank of California, N.A., as
Administrative Agent for such Lenders and as Issuing
Lender for such Lenders (incorporated by reference to
Exhibit 4.1 to Mariners Form 8-K filed on April 13,
2006).
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2
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No.
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Description
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4.4*
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Amendment No. 2, dated as of October 13, 2006, among
Mariner Energy, Inc. and Mariner Energy Resources,
Inc., as Borrowers, the Lenders party thereto, and
Union Bank of California, N.A., as Administrative
Agent for such Lenders and as Issuing Lender for such
Lenders (incorporated by reference to Exhibit 4.1 to
Mariners Form 8-K filed on October 18, 2006).
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4.5*
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Amendment No. 3 and Consent, dated as of April 23,
2007, among Mariner Energy, Inc. and Mariner Energy
Resources, Inc., as Borrowers, the Lenders party
thereto, and Union Bank of California, N.A., as
Administrative Agent for such Lenders and as Issuing
Lender for such Lenders (incorporated by reference to
Exhibit 4.1 to Mariners Form 8-K filed on April 24,
2007).
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4.6*
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Amendment No. 4, dated as of August 24, 2007, among
Mariner Energy, Inc. and Mariner Energy Resources,
Inc., as Borrowers, the Lenders party thereto, and
Union Bank of California, N.A., as Administrative
Agent for such Lenders and as Issuing Lender for such
Lenders (incorporated by reference to Exhibit 4.1 to
Mariners Form 8-K filed on August 27, 2007).
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4.7*
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Amendment No. 5 and Agreement, dated as of January
31, 2008, among Mariner Energy, Inc. and Mariner
Energy Resources, Inc., as Borrowers, the Lenders
party thereto, and Union Bank of California, N.A., as
Administrative Agent for such Lenders and as Issuing
Lender for such Lenders (incorporated by reference to
Exhibit 4.1 to Mariners Form 8-K filed on February
5, 2008).
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*
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Incorporated by reference as indicated.
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3
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.
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MARINER ENERGY, INC.
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Date: June 2, 2008
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By:
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/s/ John H. Karnes
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John H. Karnes,
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Senior Vice President and
Chief Financial Officer
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4
Exhibit Index
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No.
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Description
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4.1
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Master Assignment, Agreement and Amendment No. 6,
dated as of June 2, 2008, among Mariner Energy, Inc.
and Mariner Energy Resources, Inc., as Borrowers, the
Lenders (as defined in the Amended and Restated
Credit Agreement, dated as of March 2, 2006, among
Mariner Energy, Inc. and Mariner Energy Resources,
Inc., as Borrowers, the Lenders party thereto from
time to time, as Lenders, and Union Bank of
California, N.A., as Administrative Agent and as
Issuing Lender, as amended), and Union Bank of
California, N.A., as Administrative Agent for such
Lenders and as Issuing Lender for such Lenders.
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4.2*
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Amended and Restated Credit Agreement, dated as of
March 2, 2006, among Mariner Energy, Inc. and Mariner
Energy Resources, Inc., as Borrowers, the Lenders
party thereto from time to time, as Lenders, and
Union Bank of California, N.A., as Administrative
Agent and as Issuing Lender (incorporated by
reference to Exhibit 4.1 to Mariners Form 8-K filed
on March 3, 2006).
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4.3*
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Amendment No. 1 and Consent, dated as of April 7,
2006, among Mariner Energy, Inc. and Mariner Energy
Resources, Inc., as Borrowers, the Lenders party
thereto, and Union Bank of California, N.A., as
Administrative Agent for such Lenders and as Issuing
Lender for such Lenders (incorporated by reference to
Exhibit 4.1 to Mariners Form 8-K filed on April 13,
2006).
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4.4*
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Amendment No. 2, dated as of October 13, 2006, among
Mariner Energy, Inc. and Mariner Energy Resources,
Inc., as Borrowers, the Lenders party thereto, and
Union Bank of California, N.A., as Administrative
Agent for such Lenders and as Issuing Lender for such
Lenders (incorporated by reference to Exhibit 4.1 to
Mariners Form 8-K filed on October 18, 2006).
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4.5*
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Amendment No. 3 and Consent, dated as of April 23,
2007, among Mariner Energy, Inc. and Mariner Energy
Resources, Inc., as Borrowers, the Lenders party
thereto, and Union Bank of California, N.A., as
Administrative Agent for such Lenders and as Issuing
Lender for such Lenders (incorporated by reference to
Exhibit 4.1 to Mariners Form 8-K filed on April 24,
2007).
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4.6*
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Amendment No. 4, dated as of August 24, 2007, among
Mariner Energy, Inc. and Mariner Energy Resources,
Inc., as Borrowers, the Lenders party thereto, and
Union Bank of California, N.A., as Administrative
Agent for such Lenders and as Issuing Lender for such
Lenders (incorporated by reference to Exhibit 4.1 to
Mariners Form 8-K filed on August 27, 2007).
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4.7*
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Amendment No. 5 and Agreement, dated as of January
31, 2008, among Mariner Energy, Inc. and Mariner
Energy Resources, Inc., as Borrowers, the Lenders
party thereto, and Union Bank of California, N.A., as
Administrative Agent for such Lenders and as Issuing
Lender for such Lenders (incorporated by reference to
Exhibit 4.1 to Mariners Form 8-K filed on February
5, 2008).
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*
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Incorporated by reference as indicated.
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