- Filing of certain prospectuses and communications in connection with business combination transactions (425)
May 07 2010 - 12:41PM
Edgar (US Regulatory)
Filed by Apache Corporation
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Mariner Energy, Inc.
Commission File No. 1-32747
2010 Annual Meeting of Shareholders
Steve Farris
May 6, 2010
|
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. Apache Corporation ("Apache") will file with the Securities and Exchange
Commission ("SEC") a registration statement on Form S-4 that will include a proxy statement of Mariner Energy, Inc.
("Mariner") that also constitutes a prospectus of Apache. A definitive proxy statement/prospectus will be mailed to
stockholders of Mariner. Apache and Mariner also plan to file other documents with the SEC regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF MARINER ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Such documents are not currently available. Investors and security holders will be able to
obtain the documents (when available) free of charge at the SEC's web site, www.sec.gov. Copies of the documents
filed with the SEC by Apache will be available free of charge on Apache's website at www.apachecorp.com under the tab
"Investors" or by contacting Apache's Investor Relations Department at 713-296-6000. Copies of the documents filed
with the SEC by Mariner will be available free of charge on Mariner's website at www.mariner-energy.com under the tab
"Investor Information" or by contacting Mariner's Investor Relations Department at 713-954-5558. You may also read
and copy any reports, statements and other information filed with the SEC at the SEC public reference room at 100 F
Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800)732-0330 or visit the SEC's website for
further information on its public reference room.
Apache, Mariner, their respective directors and certain of their executive officers may be deemed to be participants in
the solicitation of proxies from the stockholders of Mariner in connection with the proposed transaction. Information
about the directors and executive officers of Mariner is set forth in its proxy statement for its 2010 annual meeting of
stockholders, which was filed with the SEC on April 1, 2010. Information about the directors and executive officers of
Cautionary statement
2
|
Apache is set forth in its proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on
March 31, 2010. Other information regarding the participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.
Statements in this document include "forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The opinions, forecasts,
projections, future plans or other statements other than statements of historical fact, are forward-looking statements.
We can give no assurance that such expectations will prove to have been correct. Actual results could differ materially
as a result of a variety of risks and uncertainties, including: the timing to consummate the proposed agreement; the risk
that a condition to closing of the proposed agreement may not be satisfied; the risk that a regulatory approval that may
be required for the proposed agreement is not obtained or is obtained subject to conditions that are not anticipated;
negative effects from the pendency of the merger; our ability to achieve the synergies and value creation contemplated
by the proposed agreement; our ability to promptly and effectively integrate the merged businesses; and the diversion
of management time on agreement-related issues. Other factors that could materially affect actual results are
discussed in Apache's and Mariner's most recent 10-Ks as well as each company's other filings with the SEC available at
the SEC's website at www.sec.gov. Actual results may differ materially from those expected, estimated or projected.
Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update
or revise any of them in light of new information, future events or otherwise.
References to quantities of oil or natural gas may include amounts that Apache or Mariner believe will ultimately be
produced, but that are not yet classified as "proved reserves" under SEC definitions.
Cautionary statement
3
|
U.S. Crude Oil Production
Source: EIA.
GOM: 29% in 2009, 34% by 2013
MMBBL/D
GOM
Deepwater
Rest of U.S.
GOM Shelf
4
|
U.S. Crude Oil Reserve Additions (10 Years)
Source: EIA proved reserve data as of year-end 2008.
GOM: 47% of U.S. oil reserve additions
BN BBL
5
Rest of U.S.
GOM
|
International Crude Oil Discoveries (10 Years)
Source: IHS data excluding U.S. and Canada. Based on recoverable barrels per field and date of field discovery.
Deepwater: 40% of total, 52% of total excluding OPEC and FSU
BN BBL
OPEC
FSU
Other
OPEC
FSU
Other
OPEC
Other
6
|
Portfolio Balance
7
Q1 2010 Production
|
Portfolio Balance
8
Q1 2010 Production
|
Portfolio Balance
9
Q1 2010 Production
|
Portfolio Balance
10
Q1 2010 Production
|
Portfolio Balance
11
Q1 2010 Production
|
Portfolio Balance
12
Q1 2010 Production
|
Portfolio Balance
13
Q1 2010 Production
|
Portfolio Balance
14
Q1 2010 Production
|
Portfolio Balance
15
15
Q1 2010 Production
586 MBOE/D
|
North America Operations Update
John Crum
May 6, 2010
|
Average Daily Production
5/7/2010
5/7/2010
17
17
Net
MBOE/D
|
Total Capital Expenditures
5/7/2010
5/7/2010
18
18
$MM
* Based on Central+Permian
*
*
*
|
Permian: Apache's Newest Region
Permian: Apache's Newest Region
|
Permian Region Update
Permian Region Update
On schedule to open in Midland early July
60 identified "Midland" employees as of May 1st
35 Apache employees relocating
22 Tulsa
7 Houston
3 Calgary
2 Cairo
1 Eunice
6 Apache transfers from Midland production office
19 outside hires to date
Projected final headcount north of 100
|
North McElroy: Grayburg Horizontal Project
4025BH
Producing
Pre-Drill Reserves 135 MBO
Post-Drill Reserves 150+ MBO
Oil Rates During
Clean Out of Fracs
(High Fluid Levels)
Pump Change To
Increase Drawdown
Latest Test
300 BOPD
2300 BWPD
55 Locations Identified
~ 8 MMBO Total EUR
Discovered 1926
10 acre spacing
1% oil cut
|
Permian: Apache's Newest Region
Permian: Apache's Newest Region
|
Permian Horizontal Drilling Potential
McElroy: Grayburg
Acres: 4000
Pot. Loc.: 55 Wells
Reserves: 8.0 Mmbo
2010 Loc.: 2-3 Wells
TXL Area: Clearfork
Acres: 7000
Pot. Loc.: 60 Wells
Reserves: 15 Mmbo
2010 Loc.: 1-2 Wells
Shafter Lake: San Andres
Acres: 2000
Pot. Loc.: 25 Wells
Reserves: 6.0 Mmbo
2010 Loc.: 3-4 Wells
Slaughter Area: San Andres
Acres: 35000
Pot. Loc.: 200 Wells
Reserves: 34 Mmbo
2010 Loc.: 1-2 Wells
S. Monument: Abo
Acres: 1200
Pot. Loc.: 10 Wells
Reserves: 1.5 Mmboe
2010 Loc.: 2 Wells
House: TubbDrinkard
Acres: 2000
Pot. Loc.: 12 Wells
Reserves: 1.8 Mmboe
2010 Loc.: 1 Well
Potential Identified:
Wells: 452
Reserves: 84 Mmboe
2010 Wells: 12-16
|
GCR JJeppesen BOD 5-5-2010
GOM Properties
Gulf Coast Region - Apache / Mariner / Devon
New Orleans
Corpus Christi
Gulf of Mexico
Mobile
L O U I S I A N A
Alabama
Houston
T E X A S
Gulfport
Pensacola
Lafayette
Florida
Mississippi
5000'
350'
Sale 213 TBA
Apache
PROPERTY LEGEND
Mariner
Devon
Main Pass 308
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Gulf Coast Region: Apache / Mariner / Devon
Gulf Coast Region: Apache / Mariner / Devon
|
MP 308 "Boomerang" N6 Sand Summary
GCR JJeppesen BOD 5-5-2010
Arb Line
Best Estimate of Reserves
Gross 10,013 Mboe
Net 8,165 Mboe
Pay N6, L, O & 8100' Sds.
TD Depth -6,269' TVD
Dry Hole Cost $3.5 MM
Net Project Cost $103.7 MM
(Incl. 8 wells, platform & pipeline)
Project Economics
PVP 10 $79.7 MM
ROR 38.5%
FDC $12.70 / Boe
1st Prod: 6/1/2011
Initial Prod Rates 4,400 bopd
5 oil wells, 2 gas wells 6,000 Mcfd
304
303
305
309
310
308
316
315
N6
DRILLING
309 #2
SAMEDAN
308 #1
APA
308 #1 OH
APA
308 #1
N6
N6
APA
308 #1ST
N6
|
Central Region - Stiles #13-18H
Initial Rate - 8.7 MMCFD / 275 BOPD
Reserves - 7.7 BCF / 170 MBO
|
Central Region-Granite Wash Fracture Stimulation
|
Central Region - Granite Wash Acreage
- 160,000 gross acres held by production
- 28,000 acres leased in past 12 months
Hostetter #1-23H
16.3MMCFGD, 716 BO
Stiles 68 #18-68H
6.3MMCFGD, 343 BO
Stiles #13-18H
7.7 MMCFGD, 275BO
|
Horn River Activity
52-L Pad
Akita 61 Drilling
70 - K Pad
Completions
|
Two Island Lake Operations Status
d-001-D
a-029-C
c-034-L
d-052-L
d-070-K
b-076-K
b-063-K
d-070-J
APA 70-K Pad
Stimulation operations complete
Total of 274 fracs placed
111 million lbs sand placed
5.6 million bbls water pumped
Flow back & testing in progress
6 wells on production
All wells on-prod early July
APA 52-L Pad
14 wells total
11 Muskwa wells
ECA 63-KPad
14 Muskwa wells
11 wells drilled
APA 70-K Pad
16 wells total -
11 Muskwa wells
|
Kitimat Project Area
Situated on Canada's
British Columbia west
coast 405 miles north
of Vancouver
The proposed LNG
Terminal would be
constructed on the
Haisla Indian
Reservation at Bish
Cove
Horn River
Basin
|
Rod Eichler
May 6, 2010
2010 International Operations
|
Apache Today
Canada
Central
Gulf Coast
Argentina
Egypt
North Sea
Australia
Permian
583,000 Boe/d
2.4 B Boe proved reserves
3,400 employees
|
Total Capital Expenditures
5/7/2010
5/7/2010
36
36
$ MM
|
Average Daily Production
5/7/2010
5/7/2010
37
37
Net MBOE/D
|
Australia Key Projects - Driving Future Growth
Australia Key Projects - Driving Future Growth
Reindeer
Devil Creek
Gas Plant
Varanus
Island Hub
Halyard
Van Gogh
FPSO
Pyrenees
FPSO
Macedon
Julimar-
Brunello
Coniston
Appraisal
|
Australia - Summary of All Projects
|
Van Gogh - Oil Growth
Apache WI: 52.5%
Est. reserves: 59 MMbbls
Peak production: ~20,000
bopd net
|
Van Gogh - First Offloading
|
Pyrenees - Oil Growth
Apache W.I. : 29.5% (BHP operated)
Est. reserves: 90 MMbbls
Peak production: ~20,000 bopd net
|
Reindeer Development
First gas 4Q 2011
Apache WI: 55.0%
Est. gross reserves: 450 Bcf
154 Bcf contracted - Sino Iron
3rd Major Gas Hub in
Western Australia
Current Activities
Wellhead platform fabrication
Gas plant site construction
Offshore installation works
|
Reindeer Wellhead Platform
Jacket Legs (below)
Topsides Cellar Deck (above)
Fabrication commenced in Shenzhen, China
- current progress 38%
Load out forecast is Sep-10 for a field
installation of Nov/Dec-10
|
Devil Creek Gas Plant
Target Mechanical Completion: 06-Jun-11
Progress at end Apr-10: 26%
Progress achieved in six months since ground breaking ceremony
|
Julimar-Brunello - LNG Foundation Partner
WHEATSTONE
DEVIL CREEK
VARANUS
ISLAND
PLANNED WHEATSTONE
PIPELINE
BURRUP
PENINSULA
ASHBURTON
NORTH SITE
WA-356-P
Apa 65%
Julimar-Brunello
Chevron Wheatstone LNG project
16.25% Net Interest - foundation partner
2.1 TCF Reserves
Net Production - 190 MMcfd + 5,100 bpd
15 years flat production profile
FEED commencing
FID 2011
|
Apache in Egypt
NEAG
10 Mbopd, 50 MMcfd
Qarun Area Fields
52 Mbopd
Egypt Region
13 Exploration Concessions
62 Development Leases
11.1 MM Gross Acres
Oil: 175,000 BOPD
Gas: 775 MMCFGPD
Khalda Area Fields
108 Mbopd 725 MMcfd
|
2006-2009 Significant Discoveries (10)
NEAG-1 Fields
6,500 BOPD
Jade Field
21,400 BOEPD
Phiops Field
7,800 BOPD
WKAL-C Field
1,900 BOPD
Maggie Field
2,400 BOEPD
Heba Ridge
19,000 BOPD
A/R & Bahariya
Cygnus Field
750 BOPD
Faghur Field
950 BOPD
63,550 BOEPD
Falcon Disc
2,100 BOPD
Sultan Field
750 BOPD
|
Faghur Basin Activity - 2010
WKAL-A -2X
AEB 3C
T/5085 BOPD
Phiops 8
AEB 3E
T/4477BOPD
Neith 2X
AEB 3E
T/1,192 BOPD
10 KM
SIWA-D-1X
Spud 4Q2010
WKAL-C3
Spud 2Q2010
WKAL-I -1X
Safa T/4554BOPD
Masajid Depth Map
WKAL-D-1X
Spud 3Q2010
WKAL-K-1X
Drilling
Faghur 8X
80 NFP AEB 1-3C
WOCT
Phiops
2 Dev't wells
Buchis south 1X
Drilling
Qaa 1X
Spud 3Q2010
Pepi 1X
Drilling
Nebra1X
Spud 3Q 2010
WKAL - A
2 Dev't wells
Phiops 9
Drilling
WKAL-B -1X
Spud 2Q2010
WKAL -I
2 Dev't wells
WKAL-J -1X
Spud 3Q2010
WKAL-L-1X
Spud 4Q2010
Faghur 7
Spud 2Q2010
|
Delivering Project Pipeline - Qasr Gas to Market
|
Delivering Project Pipeline - Qasr Gas to Market
Salam 3&4
Launched by Apache's Qasr
discovery: one of largest onshore
discoveries this decade
Will deliver 750 MMCF/D to meet
Egypt's energy needs
SGT4
SGT3
SGT1 & SGT2
|
(CHART)
2X Production Project: Actual vs. Goal
163,000
Start 2X
326,076
2x Goal
310,750
April 24-30 Actual
309,943
April 24-30 Goal
2X = 100% KPC + 100% QPC + 100% NEAG
|
Apache - UK North Sea
First Production - 1967
37 Bboe produced
Reserve Outlook (Bboe)
5.3 - PDP
2.5 - Brownfield
3.3 - Undeveloped
5.0 - 8.5 Yet to Find
2009 Production
1.4 MMbbls/d
6.6 Bscf/d
Forties
Field
North
Sea
United
Kingdom
Ireland
Aberdeen
London
|
Apache - UK North Sea
North
Sea
United
Kingdom
Ireland
|
Historical Performance as a Key to the Future
1% increase in efficiency = 280,000
bbls/year
2003 - 68%
2004 - 80%
2005 - 83%
2006 - 77%
2007 - 86%
2008 - 89%
- 88% (YTD)
NB 2009 YTD is fully
inclusive of all planned
TAR and pipeline outage
losses.
Efficiency measured to
end July prior to the FB
pipeline issues was 90%.
Looking only at months
with no TAR or pipeline
impact efficiency was >
92%.
(CHART)
|
Forties Exploitation - New Life Old Field
(CHART)
(BOPD)
APACHE
TREND
|
Forties Development Drilling
Forties Development Drilling
FC-63 (Target 174)
10,000 BOPD
This is the best Forties well since
1994.
|
Argentina - Gas Plus & Chile TDF - Exploration
ARGENTINA
CHILE
Tierra
Del
Fuego
Apache 100%
865,735 acres
Apache 50%
337,402 acres
Canadon Piedra
45 MMBO, 355 BCF
La Sara
46 MMBO, 36BCF
3 wells 4Q'09-1Q'10
Los Chorrillos
16 MMBO, 4 BCF
San Sebastian
28 MMBO,
1615 BCF
Gas Plus Contracts
50 MMcfd 1Q 2011-$5.00
10 mmcfd 1Q 2010-$4.10
|
Roger Plank
May 6, 2010
Financial Perspective
|
What a Difference a Year Makes!
Net Income ($MM)
Nymex WTI 97.68 124.31 118.52 58.69 43.24 59.90 68.26 76.03 78.65
Henry Hub 8.69 10.80 10.09 6.81 4.86 3.60 3.41 4.27 5.38
62
Annual Shareholders' Meeting - Roger Plank
|
+21%
(11%)
+10%
+10%
Millions
Millions
Mboe/d
Revenue
Production
Oil NA Gas Int'l Gas
Oil Emphasis Within Our Portfolio Approach
63
Annual Shareholders' Meeting - Roger Plank
|
#1 Objective for 2009: "Live Within Cash Flow"
#1 Objective for 2009: "Live Within Cash Flow"
(CHART)
$MM
64
Annual Shareholders' Meeting - Roger Plank
|
A Growth Company for 55 Years...and Counting
A Growth Company for 55 Years...and Counting
Estimated production from Mariner and Devon properties
65
Annual Shareholders' Meeting - Roger Plank
|
2010 Annual Meeting of Shareholders
Steve Farris
May 6, 2010
|
Production: 19 MBOE/D (50% oil+liquids)
P1 Reserves: 41 MMBOE (49% oil+liquids)
High quality, under-exploited, geologically complex properties
79 identified recompletion candidates, 14 reactivations
Impactive exploratory upside (26 Probable/Possible prospects)
Excellent fit with APA properties & well-maintained infrastructure
Devon Property Acquisition
67
Apache
Devon
|
Mariner: Portfolio Profile
GOM Deepwater
23.1 MBOE/D
27.0 MMBOE P1
1.5 BNBOE URP
Permian Oil
9.2 MBOE/D
85.8 MMBOE P1
0.2 BNBOE URP
GOM Shelf
21.6 MBOE/D
52.5 MMBOE P1
0.4 BNBOE URP
MARINER TOTAL
PRODUCTION 57.5 MBOE/D
P1 RESERVES 181.2 MMBOE
UNBOOKED
POTENTIAL 2.0 BNBOE
68
New Plays
3.6 MBOE/D
15.9 MMBOE P1
TBD BNBOE URP
Apache
Mariner
Devon
Lease 213 TBA
URP: unbooked resource potential.
|
Mariner: Deepwater Track Record
69
Source: MMS and Offshore Magazine completed project lists. Participation based on MMS lease records in period between discovery and first production.
Track record of companies acquired attributed to acquirer (e.g. BP includes Devon, Anadarko includes KerrMcGee, ENI includes Dominion).
(CHART)
GOM DW projects by company
|
Apache: Cash Flow Comparison
70
70
2009 Cash Flow
$BN
Source: Company 10-K disclosures and APA estimates for DVN Shelf. Cash flow before changes in working capital.
Peer group includes APC, CHK, DVN, ECA, EOG, HES, MRO, MUR, NBL, NFX and OXY.
|
Portfolio Balance
71
71
71
APA Standalone
(Q1 2010 Production)
Pro Forma (APA+ME+DVN Shelf)
(Q1 2010 Production)
586 MBOE/D
664 MBOE/D
|
(CHART)
Julimar
Macedon
Coniston
New
In Process
Complete
72
Growth Pipeline
|
2010 Annual Meeting of Shareholders
Steve Farris
May 6, 2010
|
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