- Filing of certain prospectuses and communications in connection with business combination transactions (425)
September 17 2010 - 3:06PM
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
Barclays Capital
CEO Energy Conference
September 16, 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 SECs 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 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 proxy statement/prospectus 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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800
700
600
500
400
300 (Mboe/d)
200
100
0
Reserves Production
A Growth Company for 55 Years
3,000
2,500
(MMboe) 2,000
1,500
Reserves
1,000
500
0
Reserves Production
1992 1993
1994 1995 1996 1997
1998 1999 2000 2001
2002 2003 2004 2005
2006 2007 2008 2009
Q2 2010
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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APA Barclays September 16.pptx 2
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Continued Portfolio Balance w/Acquisitions
2Q Production w/ DVN+ME
Q2 2010 Production Pro Forma w/ DVN, ME & BP
647 MBOE/D 781 MBOE/D*
Argentina GOM Shelf GOM DW Argentina
7% 6% GOM Shelf
15% 1% Australia GOM DW 17% Onshore 12% 2% Australia
2% Onshore 15% North Sea 2% Permian 8% North Sea 9% Permian 9% Central 11%
6% Egypt
Egypt Canada 22% Central 11% Canada 5% 25% 15%
54% Liquids 50% Liquids
56% International 48% International
APA Barclays September 16.pptx
* Reflects pref rights closed to date
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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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APA Barclays September 16.pptx 5
BP Permian E&P
Extensive portfolio across basin
Texas
Attractive acreage position: 763K net acres incl. 405K mineral acres
No operated wells drilled in 4 years New Mexico >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%
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.
Apache BP Mariner
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BP Canada E&P
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. Apache
reserve and acreage figures are year-end
2009, BP Canada reserve figures as of 30
June 2010. 6
BP Canada E&P
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
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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.
Infrastructure synergies
BP Egypt (Western Desert) E&P
Matruh
Alexandria Export El Hamra Terminal Oil APA
APA El Alamein APA
APA APA
BP
APA National Gas Grid
Cairo BP
BP Dashour
Production figures are 1H 2010. Apache reserve and acreage figures are year- end 2009, BP Egypt
reserve figures as of 30 June 2010.
APA Barclays September 16.pptx
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%
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Mariner Merger
All portfolio components fit our strategy and strengths
Closing expected in the 4
th
quarter
Deep resource potential & diverse opportunity set:
Deepwater: Future growth platform
Right entry: critical mass, deep experience
Leverage Apaches resources and reach
Permian oil and GOM shelf: Exploitation value creation
Excellent complement to core operating areas
Strong cash flow, drilling inventory, upsides
New ventures: Fit onshore focus to unlock new plays
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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
Excellent fit with APA properties & well- maintained infrastructure
Closed June 9th for approximately $1.05 Bn
APA Barclays September 16.pptx 9
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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 September 16.pptx
* Mariner data as of June 30,2010; BP data reflects pref rights closed to date 10
Financial Capacity
0% 10% 20% 30% 40% 50% 1999 2000 2001 2002 2003 2004 2005
2006 Debt:Cap
2007 2008 2009 2010 est.
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NV Expl $550 Facilities $1,300 Drilling Non-Drill $2,700 $550 Prod. $900
APA Barclays September 16.pptx
Cash Flow To Fund E&D Program
Free Cash Flow
$2,000 $1,600 $1,200 $800 $400
$0
1Q 2Q 3Q 4Q 1Q 2Q
2009 2010
2010 est.
Total Capital $6,000 MM
North America $3,000 MM 50% International $3,000 MM 50%
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8
Multiples
6
$5.00
$4.10 $4.00
4 $3.50 $3.50
2
0
Aust Arg U.S. Canada Egypt
Recent Contract Pricing Current Price Realization
APA Barclays September 16.pptx
Favorable Price Realizations
Commodity Revenue Mix
15% 7%
78%
2Q 2010 Revenue: $3.0 Bn
North American Gas International Gas Total Oil + Liquids
Gas Price Realization
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Annualized ROCE
25% 20% 15% 10% 5%
0%
A B C APA D E F G I I J K L M N O P Q
Source: Company Second Quarter 10- Q filings.
Peer group includes APC, BP, CHK, COP, CVX, DVN, ECA, E, EOG, HES, MRO, MUR, NBL, NFX, OXY, RDS &
XOM.
APA Barclays September 16.pptx
Favorable Returns
$30 Pre-tax Margin
$20
$10
$ / Boe
$0
A B C D E APA F G H I J K L M N O P Q
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2010 Growth Rate: 9%-15%
Excluding BP Assets
APA Barclays September 16.pptx 14
Diversified Growth Potential
Canada North Sea Central Permian
Egypt Gulf of Mexico
#1 Gulf of Mexico Shelf acreage portfolio
Australia XXX Argentina
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APA Barclays September 16.pptx
Finding 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
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2010 Program
M e d i t e r r a n e a n S e a Exploration 53
MATRUH
GAS/LIQUIDS Development 168
JURASIC STRAT TRAPS
ABU GHARADIG OIL
FAGHUR OIL
W e s t e r n E a s t e r n
E G Y P T
D e s e r t D e s e r t
BENI SUEF OIL
2010 Exploration Wells drilled thru 2Q 21 Success Rate 57%
APA Barclays September 16.pptx 16
2010 Exploration Drilling Growth Driver
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SGT4 SGT3 SGT1 & SGT2
APA Barclays September 16.pptx 17
Continued Infrastructure Growth
Salam 3&4
On production 1st Qtr 2009
Increased total capacity to 750+ MMCF/D
Salam 5
FID yearend 2010
Adds 100 MMCF/D to meet Egypts growing energy demand
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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
APA Barclays Capital_Sept. 16, 2010 18
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APA Barclays September 16.pptx 19
Continued Infrastructure Growth
Mediterranean Sea Apache BP
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 BP: 100+ MMCF/D Spare Capacity (BP)
Gas Plant (BP)
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APA Barclays September 16.pptx 20
2010 Exploration Drilling Growth Potential
Julimar-Brunello
Reindeer
Halyard
Varanus East Spar Island
Coniston
Van Gogh
FPSO 2010 Program
23 Wells
Pyrenees?19 Exploration / Appraisal wells Macedon?4 Development
FPSO
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APA Barclays September 16.pptx 21
Van Gogh and Pyrenees
VAN GOGH
Apache operated FPSO commenced production on February 13th.
Cumulative production reached 10 million barrels within seven months.
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.
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APA Barclays September 16.pptx 22
2011 Development Projects
Reindeer
Halyard
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Julimar Macedon 140 Coniston Mariner BP
120 New
Salam 5
In Process
Reindeer
100 Complete
Halyard Devon Acquisition 80 Arg Gas Plus Mboe/d 60 Faghur Basin Pyrenees 40
Van Gogh
20 Horn River
0 Granite Wash
2009 2010 2011 2012+
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