UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 4, 2009
MARINER ENERGY, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-32747
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86-0460233 |
(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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One BriarLake Plaza, Suite 2000
2000 West Sam Houston Parkway South
Houston, Texas
(Address of principal executive offices)
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77042
(Zip Code) |
Registrant’s telephone number, including area code: (713) 954-5500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
On June 4, 2009, Mariner Energy, Inc. (“Mariner”) entered into two underwriting agreements in
connection with concurrent public offerings of 10 million shares of its common stock, par value
$.0001 per share (“Common Stock”), and $300 million in aggregate principal amount of its 11.75%
senior notes due 2016 (the “Notes”).
On June 4, 2009, Mariner entered into an Underwriting Agreement with Credit Suisse Securities (USA)
LLC (“Credit Suisse”), J.P. Morgan Securities Inc., and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representatives of the several underwriters parties thereto (“Stock Underwriting
Agreement”), covering the purchase and sale of 10 million shares of Common Stock at a purchase
price of $13.8852635 per share in an offering registered under the Securities Act of 1933, as
amended (the “Securities Act”). Issuance and delivery of the Common Stock is expected to occur on
June 10, 2009, subject to customary closing conditions. In addition, Mariner granted the
underwriters an option to purchase an additional 1.5 million shares of Common Stock to cover
over-allotments exercisable at the same price in whole or in part at any time within 30 days after
June 4, 2009. Assuming the over-allotment option is not exercised, Mariner estimates that its net
proceeds from the sale of the Common Stock, after deducting estimated underwriting discounts and
commissions and offering expenses, will be $138.3 million. Affiliates of several of the
underwriters are lenders under Mariner’s bank credit facility and will receive a portion of the net
proceeds from the sale of the Common Stock, which will be applied to repay debt under its bank
credit facility. Each of Mariner and its directors and executive officers have agreed with the
underwriters not to offer or sell any other Common Stock for a period of 60 days after June 4, 2009
without the prior consent of Credit Suisse (except for certain transactions by Mariner or its
directors or officers pursuant to an existing plan of Mariner covering directors, employees or
consultants; by Mariner involving up to five percent of shares outstanding on June 4, 2009 in
connection with acquisitions; or by directors or officers pursuant to an existing plan under Rule
10b5-1 of the Securities Exchange Act of 1934, as amended). In addition, Mariner has agreed to
indemnify the underwriters against certain liabilities, including liabilities under the Securities
Act, or contribute to payments that the underwriters may be required to make in respect of those
liabilities. The Stock Underwriting Agreement is filed herewith as Exhibit 1.1 and is incorporated
herein by this reference. The foregoing description of the Stock Underwriting Agreement is a
summary of some of its material provisions, and is qualified in its entirety by the Stock
Underwriting Agreement.
On June 4, 2009, Mariner and its subsidiaries entered into an Underwriting Agreement with Credit
Suisse, Banc of America Securities LLC, J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC
and Citigroup Global Markets Inc., as representatives of the several underwriters parties thereto
(“Notes Underwriting Agreement”), covering the purchase and sale of the Notes at a purchase price
of 95.18% of the principal amount thereof in an offering registered under the Securities Act. The
Notes are expected to be sold at 97.093% of principal amount, for an initial yield to maturity of
12.375%. Issuance and delivery of the Notes is expected to occur, subject to customary closing
conditions, pursuant to an indenture to be supplemented and entered into on June 10, 2009.
Affiliates of several of the underwriters are lenders under Mariner’s bank credit facility and will
receive a portion of the net proceeds from the sale of the Notes, which will be applied to repay
debt under the bank credit facility. Mariner estimates that its net proceeds from the sale of
Notes, after deducting estimated underwriting discounts and commissions and offering expenses, will
be $284.8 million. Mariner agreed with the underwriters (i) not to offer or sell any of its debt
securities (other than the Notes) for a period of 60 days after June 4, 2009 without the prior
consent of Credit Suisse, and (ii) to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act, or contribute to payments that the underwriters may
be required to make in respect of those liabilities. The Notes Underwriting Agreement is filed
herewith as Exhibit 1.2 and is incorporated herein by this reference. The foregoing description of
the Notes Underwriting Agreement is a summary of some of its material provisions, and is qualified
in its entirety by the Notes Underwriting Agreement.
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