- Filing of certain prospectuses and communications in connection with business combination transactions (425)
June 03 2010 - 4:33PM
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
Bernstein
Strategic Decisions Conference
June 3, 2010
Steve Farris
Chairman & Chief Executive Officer
|
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
2
|
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 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
3
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1. Apache Now
2. Growth: Acquisition Summary
3. Growth: 2010 Project Highlights
4
Discussion Points
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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
5
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#1 Gulf of Mexico Shelf acreage portfolio
XXX
North Sea
Egypt
Australia
Central
Canada
Argentina
Gulf of Mexico
Chile
A Global Hydrocarbon Producer
6
Track Record of Building Value
Across International Basins
|
Portfolio Balance - Production
Q1 2010
586 Mboed
53% International: 47% N. America
~ 40% Hedged
~ 12% Hedged
Commodity Mix
Geographical Mix
21%
28%
51%
35 54 119 68 62 39 151 58
North Amercian Gas
International Gas
Total Oil + Liquids
Central Gulf Coast Australia Egpyt Permian Canada Argentina North Sea
7
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Portfolio Balance - Oil Premium
WTI Oil HH Natural Gas
Jun-05
Dec-05
Jun-06
Dec-06
Jun-07
Dec-07
Jun-08
Dec-08
Jun-09
Dec-09
$0.0
$5.0
$10.0
$15.0
$20.0
$25.0
APA_Bernstein SDC - June 3, 2010
$4.34
$73.97
$0.0
$25.0
$50.0
$75.0
$100.0
$125.0
$150.0
8
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Live Within Cash Flow - Financial Capacity Intact
2008 2009
2008 2009
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q
% $MM
0 5 10 15 20 25 30
Net of Cash (%) GAAP %
Cash
Debt: Cap
$0
$500
$1,000
$1,500
$2,000
$2,500
9
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1. Apache Now
2. Growth: Acquisition Summary
3. Growth: 2010 Project Highlights
10
Acquisition Summary
|
U.S. Crude Oil Production
GOM: 29% of U.S. oil production in 2009
34% of U.S. oil production in 2013
47% of U.S. 10-year reserve additions
2007 2008 2009 2010 2011 2012 2013 2014 2015
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
4.5
5.0
5.5
6.0
MMBBL/D
GOM Deepwater GOM Shelf Rest of U.S.
Source: EIA.
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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% excluding OPEC and FSU
BN BBL
OPEC
FSU
Other
OPEC
FSU
Other
OPEC
Other
0 5 10 15 20 25 30 35 40 45
Onshore Shallow Water Deepwater
12
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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
13
Apache
Devon
|
Mariner Portfolio Profile
GOM Deepwater
23.7
MBOE/
D
27.0
MMBO
E P1
1.5 BNBOE
URP
Permian Oil
8.9
MBOE/
D
85.8
MMBO
E P1
0.2 BNBOE
URP
GOM Shelf
22.9
MBOE/
D
52.5
MMBO
E P1
0.4 BNBOE
URP
MARINER TOTAL
PRODUCTION 59.5 MBOE/D
P1 RESERVES 181.2 MMBOE
UNBOOKED
POTENTIAL 2.0 BNBOE
27
New Plays
4.0
MBOE/
D
15.9
MMBO
E P1
TBD BNBOE
URP
Apache
Mariner
Devon
Lease 213 TBA
URP: unbooked resource potential.
14
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Portfolio Balance - w/Acquisitions
Q1 2010 Production
586 MBOE/D
Q1 2010 Pro Forma
664 MBOE/D
53% International
47% International
GOM Shelf 17%
GOM DW 1%
Onshore 2%
Permian 9%
Central 6%
Canada 12%
Egypt 26%
North Sea 10%
Australia 10%
Argentina 7%
GOM Shelf 21%
GOM DW 4%
Onshore 3%
Permian 10%
Central 5%
Canada 10%
Eqypt 23%
North Sea 9%
Australia 9%
Argentina 6%
GOM DW
4%
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1. Apache Now
2. Growth: Acquisition Summary
3. Growth: 2010 Project Highlights
16
2010 Project Highlights
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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%
17
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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 18
Oklahoma13
Total: 31
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)
19
Stiles Ranch #16-68H
7.0 mmcfd/324 bpd
Granite Wash A
Reed 5-2H
1.9 mmcfd/35 bpd
Granite Wash Caldwell
Rates shown are the peak 30 day average
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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_Bernstein SDC - June 3, 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
41
21
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Horn River Activity
52-L Pad
Akita 61 Drilling
70 - K Pad
Completions
22
APA_Bernstein SDC - June 3, 2010
|
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
23
Horn River
Basin
|
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
25
Main Objective
Cretaceous
AEB
Jurassic
|
Australia - Project Pipeline Drives Future Growth
Devil Creek
Gas Plant
Varanus
Island Hub
Reindeer
Macedon
Halyard
N. RANKIN / GOODWYN
GORGON
WESTERN
AUSTRALIA
26
Van Gogh
FPSO
Pyrenees
FPSO
Coniston
Julimar-
Brunello
|
Van Gogh and Pyrenees
VAN GOGH
Apache operated FPSO commenced
production on February 13th.
Production peaked at 72,200 bopd gross in
March (52.5% interest)
First Oil Off-Take: March 3rd
PYRENEES
BHPB operated Pyrenees FPSO commenced
production February 24th.
Production ramped up quickly to 90,000 bopd
gross (28.57% interest).
Drilling and completion has progressed,
Ravensworth wells (31.50% interest) completed
in May.
Ocean Epoch
27
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Exploration and Development Objectives
GAFFER-
1
BALTHAZAR-
1
GEMTREE-1
JULIMAR SW-1/2
CHUTNEY-1
SPAR-2
CRUSADER-1
BLACK PEARL-1
MACEDON DEV.
BATH-1
LAUREL-1
BARBERRY-1
STAG-34/35
BAMBRA-10
BEAM-1
EAST SPAR RE-
ENTRY
NON-OPERATED
JACK-UP RIG
FLOATER RIG
LEGENDRE-S3
STAG-36
STAG-37
ZOLA-1
BALNAVES-3
Increase oil production from
mature fields
Complete Julimar-Brunello
appraisal program
Add reserves to leverage
existing infrastructure
Add oil reserves for development through
land-based ERD program, gas upside
2010 Program
23 Wells
19 Exploration / Appraisal wells
4 Development
28
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Exploration Success - Organic Growth Pipeline
2008 2009 2010 2011 2012+
0 20 40 60 80 100 120 140 160
Mboe/d
New In Process
Complete
Julimar
Macedon
Coniston
Salam 5
Reindeer
Halvard
Arg Gas Plus
Phiops
Pyrenees
Van Gogh
Horn River
Geauxpher
Qasr Gas
Asala Waterflood
29
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Bernstein
Strategic Decisions Conference
June 3, 2010
Steve Farris
Chairman & Chief Executive Officer
|
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