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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant þ
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Soliciting Material Pursuant to §240.14a-12 |
MARINER ENERGY, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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APACHE GAINS STRATEGIC POSITION IN DEEPWATER GULF WITH MARINER MERGER
Houston, April 15, 2010 Apache Corporation (NYSE, Nasdaq: APA) and Mariner Energy (NYSE: ME)
today announced that they have entered into a merger agreement that will combine Apaches global
reach and resources with Mariners track record of successful deepwater exploration and its
resource potential.
This is a strategic step and a natural extension into the deepwater Gulf for Apache, said G.
Steven Farris, Apaches chairman and chief executive officer. Mariner provides an exciting new
platform for growth in the deepwater and complements our strengths in the Gulf Shelf and the
Permian Basin. Based on our experience working with the Mariner team, we also believe the two
companies will make an excellent cultural fit.
The combination with Apache is an excellent outcome for Mariners stakeholders. Our shareholders
will be rewarded for their faith and support in our company with the opportunity to further benefit
from the upside provided from the merger. Our partners will work with a world-class company with
the financial and technical resources to fully exploit our assets. Our employees will benefit from
the opportunities provided in a large company with values similar to Mariners, said Scott D.
Josey, Mariners chairman, chief executive officer and president.
Under the agreement, Mariner shareholders will receive, in aggregate, 0.17043 of a share of Apache
common stock and $7.80 in cash for each outstanding share of Mariners common stock, subject to an
election feature and proration. At Apaches closing stock price of $108.06 on April 14, 2010, the
transaction values Mariners shares at $26.22 per share or approximately $2.7 billion. Apache also
will assume $1.2 billion in debt.
In February, Mariner produced 63,000 barrels of oil equivalent (boe) per day from the Gulf Shelf
and deepwater, the Permian Basin and unconventional onshore plays. At year-end 2009, Mariner had
estimated proved reserves of 181 million boe (47 percent liquid hydrocarbons) as well as unbooked
resource potential of 2 billion boe.
Mariners deepwater portfolio includes nearly 100 blocks, seven discoveries in development
including interests in Lucius and Heidelberg and more than 50 prospects.
We have considered extending our Gulf of Mexico operations into the deepwater for a number of
years, Farris said. This is the right set of assets and the right time for Apache to expand its
deepwater presence.
Mariner brings an inventory of developments and prospects that will jump-start our position in the
deepwater Gulf; Apaches financial resources will maximize the value of the portfolio, he said.
Its the right time because recent advances in seismic technology and continued enhancements in
facilities design have reduced the risks in one of the worlds most prolific oil exploration
basins.
Apache and Mariner teamed up in the 2008 deepwater Geauxpher discovery and development at Garden
Banks 462. Mariners skilled, experienced professionals share our values and sense of urgency,
Farris said.
In addition to Geauxpher, Apache has drilled several deepwater discoveries in Egypt and Western
Australia.
Mariner also has more than 240 blocks on the Gulf Shelf and more than 200,000 net acres across
several emerging onshore plays. Mariners Gulf Shelf and Permian assets are both excellent fits
with our existing core areas, Farris said. These fields provide strong cash flow, drilling
inventory and upside potential.
Earlier this week, Apache announced it will acquire additional Gulf Shelf assets from Devon Energy
Corporation that add production of 19,000 boe per day with year-end 2009 estimated proved and
probable reserves of 83 million boe across 158 blocks.
Apaches last corporate transaction, with the Phoenix Resource Companies in 1996, established
Apache as an operator in Egypt and set the stage for the region to become one of the companys
principal growth areas.
Combining with Mariner enhances Apaches global portfolio, which is balanced in terms of
commodity mix, geography and geology, Farris said. This transaction is similar to our earlier
strategic steps, bringing near-term production and cash flow as well as long-term upside potential
from a large acreage position with identified exploration opportunities.
The transaction is subject to approval by Mariners shareholders and customary regulatory
approvals. Completion of the transaction is expected in the third quarter of 2010.
Apaches financial advisers in this transaction were Goldman, Sachs & Co. and J.P. Morgan
Securities. Mariner was advised by Credit Suisse Securities (USA) LLC.
Apache Corporation is an oil and gas exploration and production company with operations in the
United States, Canada, Egypt, the United Kingdom North Sea, Australia and Argentina.
Mariner Energy is an independent oil and gas exploration, development, and production company
headquartered in Houston, Texas, with principal operations in the Permian Basin, Gulf Coast and the
Gulf of Mexico. For more information about Mariner, visit the companys Web site at
www.mariner-energy.com.
NOTE: Apache will conduct a conference call to discuss the Mariner Energy merger agreement at 9
a.m. Central time on Thursday, April 15. The call will be webcast from Apaches Web site,
www.apachecorp.com. The webcast replay and podcast will be archived on Apaches Web site. The
conference call will be available for delayed playback by telephone for one week beginning at
approximately 11 a.m. on April 15. To access the telephone playback, dial (719) 457-0820 and
provide Apaches confirmation code, 3254008.
Additional information about this transaction will be posted on Apaches Web site,
www.apachecorp.com/mariner. Apache also posts other announcements, updates, investor information
and copies of all press releases on its Web site.
Additional Information
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 will file with the Securities and
Exchange Commission (SEC) a registration statement on Form S-4 that will include a proxy
statement of 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 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 proxy statement/prospectus and other relevant materials to be
filed with the SEC when they become available.
Forward-Looking Statements
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 Apaches and Mariners most recent 10-Ks 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.