- Filing of certain prospectuses and communications in connection with business combination transactions (425)
September 10 2010 - 3:39PM
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
AUSTRALIAA RGENTINA / CHILE CANADA EGYPT NORTH SEA U.S. CENT./ PERMIAN U.S. GULF
UBS
Best of Americas Conference September 10, 2010
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Cautionary Statement
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 SECs web site, www.sec.gov.
Copies of the documents filed with the SEC by Apache will be available free of charge on Apaches
website at www.apachecorp.com under the tab Investors or by contacting Apaches Investor
Relations Department at 713- 296- 6000. Copies of the documents filed with the SEC by Mariner will
be available free of charge on Mariners website at www.mariner- energy.com under the tab Investor
Information or by contacting Mariners 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 partici
p
ants in the solicitation of proxies from stockholders of Mariner in
connection with the pro
p
osed transaction. Information regarding Apaches directors and officers can
be found in its proxy statement filed with the SEC on March 31, 2010, and information regarding
Mariners 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 prox
y
statement/pros
p
ectus
and other relevant materials to be filed with the SEC when they become available.
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Cautionary Statement
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 Apaches and Mariners most recent Forms 10- K as
well as each companys other filings with the SEC available at the SECs 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.
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Financially Strong, Diversified, Positioned to Grow
Urgency, innovation & drive define culture
Portfolio balance underpins our strategy
(~50% Oil / ~50% Intl)
Exploration focus powers growth
Growing pipeline of development projects + increased exploration
program
Exploitation strength remains key
Proven history of unlocking value from acquired and existing
assets
Finding markets is as important as finding gas
Fueling emerging markets via LNG
Operating in international countries with growing energy needs
Financial strength foundation for growth
Live within cash flow; Rate of return focus
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A Growth Company for 55 Years
RESERVES(MMboe) Production (Mboe/d)
Q2 2010 represents APAs 2Q production combined with Mariner, Devon and BP Pro Forma
estimates
Reserves are based on APAs 2009 proved reserves combined with Mariner, Devon and BP Pro Forma
estimates
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Continued Portfolio Balance w/Acquisitions
Q2 2010 Production
647 MBOE/D
GOM Shelf GOM DW 15% 1% Onshore 2%
North Sea 9%
Pro Forma w/ DVN, ME & BP
781 MBOE/D*
GOM DW 2% Onshore North Sea 2% 8%
54% Liquids
56% International
50% Liquids
48% International
APA Barclays Capital_Sept. 16, 2010
* Reflects pref. rights closed to date
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BP Transaction
Strategic exit by BP creates expansion opportunity in 3 core Apache regions: Permian,
Canada, Western Desert of Egypt
Long- lived legacy properties with 12.7 year proved reserve life
Quality
assets provide drilling, optimization opportunities
Extensive acreage and exploration
portfolio
Pipeline of development projects
Large resource potential in new plays
Plays to Apache history of adding value to underworked assets Expected Q3- Q4 2010 closings,
subject to regulatory clearances Funded with a balanced and conservative financing plan
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BP Permian E&P
Extensive portfolio across basin
Attractive acreage position: 763K net acres incl. 405K mineral acres
No operated wells drilled in 4 years >2,000 infill drilling
locations Resource plays: Yeso, Spraberry
Expands APAs interest in key fields: Eunice, NMFU, NEDU, Warren, etc.
APACHE + BP COMBINED
MARINER PERMIAN REGION % CHANGE
Total Prod. MBOE/D 65.0 21.8 86.8 34%
P1 Reserves MMBOE 555.1 120.0 675.1 22%
Net Acres 000s 731 756 1,487 103%
New Mexico
Texas
Apache
Mariner
BP
Production figures are 1H 2010 with BP pref rights exercised to date. Mariner production rate
January- May. Apache reserve and acreage figures are year- end 2009, BP Permian reserve figures as
of 30 June 2010 reduced for closed pref rights.
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BP Canada E&P
Horn River
Zama Apache BP
Hamburg
Alberta
Fort St. John
Noel/MontneyMontney
Northwest
Carson Hawkeye Creek NEBC
West Central
Ojay East
Edmonton
KITIMAT Kaybo b Nevis Provost NGL
HHatton
British Columbia
Calgary
Mist Mountain
Broad- based E&P business with deep resources in early- stage development
Material
near- term growth:
Noel tight gas production ramp- up (infrastructure complete)
Complements Apaches NEBC:
Tight gas resource plays
APACHE BP COMBINED
STANDALONE CANADA REGION % CHANGE
Total Prod. MBOE/D 70.8 46.5 117.3 66%
P1 Reserves MMBOE 531.0 223.7 754.7 42%
Net Acres 000s 4,422 1,278 5,700 29%
Production figures are 1H 2010 with no pref
rights exercised. Apache reserve and acreage
figures are year- end 2009, BP Canada reserve
figures as of 30 June 2010.
APA UBS London Conference
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BP Egypt (Western Desert) E&P
Matruh
Alexandria El Hamra Oil Export Terminal APA
APA El Alamein APA
APA APA
BP
National APA
Gas Grid
Cairo BP
BP Dashour LPG Plant Abu Gharadig (BP) Gas Plant (BP)
APACHE BP COMBINED
STANDALONE W. DESERT REGION % CHANGE Total Prod. MBOE/D 157.2 7.8 165.0 5% P1 Reserves MMBOE 308.8
20.2 329.0 7% Net Acres 000s 7,545 394 7,939 5%
Bolt- on acquisition with ample exploitation/exploration opportunities 4 development leases in the
heart of prolific Abu Gharadig Basin
Limited exploration to date, no penetrations of AEB or Jurassic, no waterfloods. No seismic on AG
since 1999 Infrastructure synergies
Production figures are 1H 2010. Apache reserve and acreage figures are year- end 2009, BP Egypt
reserve figures as of 30 June 2010.
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Mariner Merger
Production Unbooked Jan- 2010 P1 Reserves Potential
Region MBOE/D YE 2009 MMBOE MMBOE Highlights
36 successful DW projects to date
Lucius, Heidelberg: 200+MM BBL each 23.1 27.0 1,466.0
GOM Deepwater
1.3BN BOE of prospective resources evaluated by DeGolyer+MacNaughton
GOM Shelf 21.6 52.5 380.3
Strong cash flow and returns profile
Historically underworked assets
Permian Oil
Material, long- lived oil position with running room of 2,000+ new locations
9.2 85.8 203.3
Upsides from de- risking plays: Spraberry, Wolfcamp, Wolfberry
New Onshore Plays
200K net acres acquired during last year in new plays across onshore U.S.
Includes 54K net Niobrara acres
3.6 15.9 TBD
Total 57.5 181.2 2,049.6
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Devon Property Acquisition
Devons complete exit from the shelf:
Production: 19 MBOE/D (50% oil+liquids))
P1 Reserves: 41 MMBOE (49% oil+liquids)
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
Closed June 9th for approximately $1.05 Bn
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Financial Capacity
Debt:Cap
Financing
(in Billions)*
Devon GOM
Cash $1.0
BP Permian/Canada/Egypt Cash .9 APA Common/Preferred 3.5
Debt 2.0
6.4
Mariner at closing
APA Common 1.5 APA Debt .8 Assumed Debt 1.5 3.8
Total Financing $11.2
APA Barclays Capital_Sept. 16, 2010
* Mariner data as of June 30,2010; BP data reflects pref rights closed to date
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Diversified Growth Potential
Canada North Sea Central Permian
Egypt Gulf of Mexico
Gulf of Mexico Shelf acreage portfolio
Australia Argentina
Gulf of Mexico Shelf acreage portfolio
2010 Growth Rate: 9%-15%
Excluding BP Assets
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Cash Flow To Fund E&D Program
FREE CASH FLOW
2010 est.
Total Capital $6,000 MM
North America $3,000 MM 50% International $3,000 MM 50%
NV Expl $550
Facilities $1,300
Drilling Non-Drill $2,700 $550
Prod. $900
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Favorable Price Realizations
Commodity Revenue Mix
Gas Price Realization
15% 7% 78%
2Q 2009 Revenue: $3.0 Bn
Multiples
$5.00
$4.43
$3.77
$3.50
Recent Contract Pricing Current Price
Realization
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Securing Markets: Kitimat LNG
5 mtpa export capacity First LNG target 2014 Additional Markets for Incremental Gas
FEED award imminent
Apache: 51% interest + operator 25.5% interest in PTP pipeline FID 2011
Horn River
Basin
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2010 Exploration Drilling Growth Driver
Egypt Region
13 Exploration Concessions
62
Development Leases
11.1 MM Gross Acres
Oil:
195,000 BOPD
Gas: 825 MMCFGPD
2010 Program
Mediterranean Sea Exploration 53
MATRUH
GAS/LIQUIDS Development 168
JURASIC STRAT TRAPS
ABU GHARADIG OIL
FAGHUR OIL
Western Eastern
EGYPT
Desert Desert
BENI SUEF OIL
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Continued Infrastructure Growth
Salam 3&4
st
On production 1 Qtr 2009
Increased total capacity to 750+ MMCF/D
Salam 5
FID yearend 2010
Adds 100 MMCF/D to meet Egypts growing
energy demand
0 100 200 300 400 500 600 700 800 900
Jan- 00 Non -
Jan- 02 SGT Qasr 5 -
Jan- 04 & Qasr
Jan- 06 Dev Khalda
Jan- 08 & Jan- 10 NEAG Jan- 12 Jan- 14 Gas Jan- 16 Sales Jan- 18 Jan- 20 Rate, Jan- 22 Qasr Jan- 24
Jan- 26 MMcf/day
Jan- 28 Compression
Jan- 30
SGT4
SGT3
SGT1 & SGT2
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Why Train 5...and?
Property/ Field BOPD MCFD BOED
Hydra 2,250 75,000 14,750
Kahraman B22 400 20,000 3,733
Ozoris 4 161 4,000 828
Salam Deep 200 10,000 1,867
Shams 400 40,000 7,067
Syrah 200 50,000 8,533
Tut 23 184 8,000 1,517
WKAL-A 2,900 15,000 5,400
Adam 40 20,000 3,373
Chelsea 600 15,000 3,100
Hathor Deep - 10,000 1,667
Maggie 2 1,000 15,000 3,500
Prince 600 20,000 3,933 Qasr 1,200 30,000 6,200
TOTAL 10,135 332,000 65,468
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Continued Infrastructure Growth
Mediterranean Sea
Apache
BP
Matruh
Matruh
Alexandria El Hamra Oil Export Terminal APA
APA El Alamein APA
APA APA
BP
National APA
Gas Grid
Cairo
Shut- in Production APA
300 MMCF/D BP Dashour
BP LPG Plant
Abu Gharadig Gas Plant (BP) BP: 100+ MMCF/D Spare Capacity (BP)
APA UBS London Conference
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2010 Exploration Drilling Growth Potential
Julimar-Brunello
Reindeer
Halyard
Coniston
Van Gogh FPSO
Pyrenees FPSO
Macedon
2010 Program
23 Wells
19 Exploration / Appraisal
wells
4 Development
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2011 Development Projects
Reindeer
Estimated gross reserves; 450 BCF Apache Wl; 55.0%
CP Mining GSA
First gas 2nd Half 2011
154 BCF contract / 60 MMcf/d for 7 yrs
3 yrs fixed/4 yrs indexed
Halyard
Peak production: 50 MMcf/d
Single subsea well tied back to Varanus
Island
Utilizes existing John Brooks Platform and
East Spar pipeline
Apache Wl; 55.0%
o First Gas 2Q 2011
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Wheatstone LNG Project
Julimar/Brunello LNG Facility
Apache 65% 16.25%
3X6 WELL SUB-SEA
MANIFOLD
Kufpec 35% 8.75%
WHEATSTONE Platform
Julimar/Brunello 40 Wells tie-back Wheatstone Platform
WHEATSTONE PIPELINE
~220 km
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Growth Pipeline
APA UBS London Conference
Julimar
Macedon
Coniston
Mariner
BP
Australia Argentina
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