- Filing of certain prospectuses and communications in connection with business combination transactions (425)
May 25 2010 - 5:30PM
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. 333-166964
UBS Global Oil and Gas Conference
May 25, 2010
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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 has filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-4 containing a preliminary proxy statement of Mariner that also constitutes a
preliminary 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 DEFINITIVE PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. 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 executive officers and other persons may be deemed, under SEC rules,
to be participants in the solicitation of proxies from stockholders of Mariner in connection with the proposed
transaction. Information regarding Apache's directors and officers can be found in its proxy statement filed with the
SEC on March 31, 2010, and information regarding Mariner's directors and officers can be found in its proxy statement
filed with the SEC on April 1, 2010. Additional information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests in the transaction, by security holdings or otherwise, will be contained
in the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC when they become
available.
Cautionary Statement
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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 transaction; the risk
that a condition to closing of the proposed transaction may not be satisfied; the risk that a regulatory approval that may
be required for the proposed transaction 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 transaction; our ability to promptly and effectively integrate the merged businesses; and the diversion
of management time on transaction-related
issues. Other factors that could materially affect actual results are
discussed in Apache's and Mariner's most recent Forms 10-K 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
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Urgency, innovation & drive define what's possible
Portfolio balance: Our competitive edge
Realizations continue to favor oil
Exploration focus powers growth
Pipeline of development projects + significant 2010 exploration program
Exploitation focus remains key strength
Application of technology enhances old plays - GW/Permian/Forties
Finding markets is at least as important as finding gas
Wheatstone LNG
Kitimat LNG
Financial strength - foundation for recent acquisitions
Strong cash flow, $2.1 Bn cash, 'A' credit rating
Financially Strong, Diversified, Positioned to Grow
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(CHART)
Portfolio Balance - Production
Q1 2010
586 Mboed
53% International: 47% N. America
~ 40% Hedged
~ 12% Hedged
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Portfolio Diversity - Revenue
Portfolio Diversity - Revenue
(CHART)
Q1 2010
$2.7 Bn
54% International: 46% N. America
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Live Within Cash Flow - Financial Capacity Intact
Live Within Cash Flow - Financial Capacity Intact
(CHART)
$MM
7
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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
8
Apache
Devon
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Mariner: Portfolio Profile
9
Region Region ProductionJan-2010 MBOE/D P1 Reserves YE 2009 MMBOE Unbooked PotentialMMBOE Highlights
GOM Deepwater 23.1 27.0 1,466.0 36 successful DW projects to dateLucius, Heidelberg: 200+MM BBL each1.3BN BOE of prospective resources evaluated by DeGolyer+MacNaughton
GOM Shelf 21.6 52.5 380.3 Historically underworked assetsStrong cash flow and returns profile
Permian Oil 9.2 85.8 203.3 Material, long-lived oil position with running room of 2,000+ new locationsUpsides from de-risking plays: Spraberry, Wolfcamp, Wolfberry
New Onshore Plays 3.6 15.9 TBD 200K net acres acquired during last year in new plays across onshore U.S.Includes 54K net Niobrara acres
Total 57.5 181.2 2,049.6
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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
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(CHART)
Portfolio Balance - w/Acquisitions
11
Q1 2010 Production
586 MBOE/D
Q1 2010 Pro Forma
664 MBOE/D
53% International
47% International
GOM DW
4%
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A Growth Company for 55 Years
A Growth Company for 55 Years
Q1 2010 represents APA's 1Q production combined with Mariner and Devon Pro Forma estimates
Reserves are based on APA's 2009 proved reserves combined with Mariner and Devon Pro Forma estimates
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#1 Gulf of Mexico Shelf acreage portfolio
XXX
North Sea
Egypt
Australia
Central
Canada
Argentina
Gulf of Mexico
Chile
2010 Portfolio of Diversified Growth Potential
2010 Growth Rate: 5%-10%
Acquisitions Add Incremental 4-5%
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(CHART)
(CHART)
E&D Capital Spending
Total Capital $6,000 MM
North America $3,000 MM - 50%
International $3,000 MM - 50%
Total Capital $3,959 MM
North America $1,929 MM - 49%
International $2,030 MM - 51%
2010P
2009
Facilities
$756
Drilling
$1,830
Non-Drill
$454
Prod.
$919
NV Expl
$550
Drilling
$2,700
Non-Drill
$550
Prod.
$900
Facilities
$1,300
*Includes gathering, transmission & processing facilities and P&A in both years
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Granite Wash - 2010 Drilling Program
2010 Wells: Texas 17
Oklahoma 12
Total: 29
10 miles
2009 Well
Drilling
2010 Wells
Hostetter23H
16.3 mmcfd/702 bpd
Marmaton D
Stiles Ranch #18-68H
6.6 mmcfd/286 bpd
Granite Wash A
Stiles Ranch #13-18H
8.2 mmcfd/235 bpd
Granite Wash B
Granite Wash Play: ~200,000 acres (gross)
2010 Exit Rate - 75 mmcfd (net)
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Stiles Ranch #16-68H
7.0 mmcfd/324 bpd
Granite Wash A
Reed 5-2H
1.9 mmcfd/35 bpd
Granite Wash Caldwell
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Permian Horizontal Drilling Potential
McElroy: Grayburg
Acres: 4000
Pot. Loc.: 55 Wells
2010 Loc.: 2-3 Wells
TXL Area: Clearfork
Acres: 7000
Pot. Loc.: 60 Wells
2010 Loc.: 1-2 Wells
Shafter Lake: San Andres
Acres: 2000
Pot. Loc.: 25 Wells
2010 Loc.: 3-4 Wells
Slaughter Area: San Andres
Acres: 35000
Pot. Loc.: 200 Wells
2010 Loc.: 1-2 Wells
Potential Identified:
Wells: 362
2010 Wells: 10-14
S. Monument: Abo
Acres: 1200
Pot. Loc.: 10 Wells
2010 Loc.: 2 Wells
House: TubbDrinkard
Acres: 2000
Pot. Loc.: 12 Wells
2010 Loc.: 1 Well
APA- UBS Global O&G Conference_May 25, 2010
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Horn River - Activity Ramps Up
APA 70-K Pad
APA 52-L Pad
ECA 76-K Pad
ECA 1-D Pad
ECA 63-K Pad
ECA70-J Pad
APA 34-L Pad
APA 70-K Pad (16 wells)
DrilledCompleteProduce
'09 16
'10 16 16 - Q2/Q3
ECA 1-D Pad (16 wells)
DrillCompleteProduce
'10 7
'11 9 16 16
APA 34-L Pad (16 wells)
DrillCompleteProduce
'10 8
'11 8 16 16
ECA 63-K Pad (14 wells)
DrillCompleteProduce
'09 5
'10 9 14 14 - Q3/Q4
APA 52-L Pad (14 wells)
DrillCompleteProduce
'09 7
'10 7 14 14 - Q4
2010 ActivityGross Net
Wells Drilled 3417
Completions 5527
Producing 44 22
ECA 76-K Pad (11 wells)
DrillCompleteProduce
'09 11
'10 11
'11 11 - Q1
17
Drilling well
Drilling plan
Muskwa drilled
Klua drilled
D&A
Fracs planned
Fracs completed
On production
Disposal wells
Water Source wells
Compressor
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Horn River Activity
52-L Pad
Akita 61 Drilling
70 - K Pad
Completions
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Securing Markets: Kitimat LNG
5 mtpa export capacity - First LNG target 2014
Closer to North Asia markets than alternative supplies
Additional gas market access for Horn River
Apache: 51% interest + operator
EOG: 49% remaining interest
FID 2011
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Horn River
Basin
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Apache in Egypt
NEAG
14 Mbopd, 40 MMcfd
Qarun Area Fields
51 Mbopd
Egypt Region
13 Exploration Concessions
66 Development Leases
11.1 MM Gross Acres
Oil: 175,000 BOPD
Gas: 775 MMCFGPD
~1200 Total Wells
Khalda Area Fields
110 Mbopd 735 MMcfd
Eastern
Desert
Western
Desert
Mediterranean Sea
Red S e a
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2010 Program
Exploration - 39
Development - 145
E G Y P T
FAGHUR BASIN
SHUSAN BASIN
MATRUH BASIN
ABU GHARADIG
BASIN
ALAMEIN BASIN
GHINDI BASIN
BENI SUEF
BASIN
Eastern
Desert
Western
Desert
Mediterranean Sea
Red S e a
2010 Exploration Drilling - Growth Driver
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Main Objective
Cretaceous
AEB
Jurassic
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Apache Egypt - History of Monetizing Resource Potential
Record Oil Production
184,600 BOPD
Record Gas Production
807 MMcf/d
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Continued Infrastructure Growth
Salam 3&4
On production 1st Qtr 2009
Increase total capacity to 750 MMCF/D
SGT4
SGT3
SGT1 & SGT2
Salam 5
Currently in FEED / FID early 2011
Adds 100 MMCF/D to meet Egypt's
growing energy needs
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Australia - Project Pipeline Drives Future Growth
Devil Creek
Gas Plant
Varanus
Island Hub
Reindeer
Macedon
Halyard
N. RANKIN / GOODWYN
GORGON
WESTERN
AUSTRALIA
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Van Gogh
FPSO
Pyrenees
FPSO
Coniston
Julimar-
Brunello
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Van Gogh and Pyrenees
VAN GOGH
FPSO on location January 3, 2010.
Commenced hook up and commissioning.
First oil 13th of February. Excellent well
performance. Production peaked at
72,200 bopd gross in March and averaged
66,000 bopd gross (34,700 bopd net) in
the last week of the first quarter.
First Oil Off-Take: March 3rd
PYRENEES
BHPB operated Pyrenees FPSO commenced
production February 24th. Production ramped
up quickly to 90,000 bopd gross from the
seven Stickle and Crosby wells (28.57%
working interest).
Drilling and completion has progressed ,
Ravensworth wells (31.50% interest)
completed in May.
Ocean Epoch
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(CHART)
Exploration Success - Organic Growth Pipeline
Julimar
Macedon
Coniston
New
In Process
Complete
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UBS Global Oil and Gas Conference
May 25, 2010
|
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