Filed by Forest Oil Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Mariner Energy, Inc.
File No. 333-129096
These materials are not a substitute for the registration statement that was filed with the Securities and Exchange Commission in connection with the transaction, or the proxy statement/prospectus-information statement to be mailed to stockholders. The registration statement has not yet been declared effective. Investors are urged to read the proxy statement/prospectus-information statement which will contain important information, including detailed risk factors, when it becomes available. The proxy statement/prospectus-information statement and other documents that will be filed by Forest and Mariner with the Securities and Exchange Commission will be available free of charge at the SECs website, www.sec.gov, or by directing a request when such a filing is made to Forest Oil Corporation, 707 17th Street, Suite 3600, Denver, CO 80202, Attention: Investor Relations; or by directing a request when such a filing is made to Mariner Energy, Inc., 2101 CityWest Blvd., Bldg. 4, Ste. 900, Houston, TX 77042-2831, Attention: Investor Relations.
Mariner, Forest and their respective directors, and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the participants in the solicitation will be set forth in the proxy statement/prospectus-information statement when it becomes available.
Searchable text section of graphics shown above
[GRAPHIC]
THE NEW FST
Same Leadership. Same Strategies. Same Discipline. Improved Focus.
[LOGO]
GROWTH |
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PROGRESS |
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MOMENTUM |
January 10-11, 2006
THE NEW FST Operations Spin-Off Drives Value
Innovative transaction provides new optionality and returns value directly to Forests shareholders
Opportunistic tax-free spin / merge of offshore Gulf operations creates two highly focused and valuable enterprises
Investment in Mariner Energy creates high quality, well positioned GOM independent with excellent track record and growth outlook
Remaining Forest creates highly-focused onshore resource company to execute a more focused acquire and exploit strategy
Forests portfolio of long-life, concentrated assets in high quality basins provides a foundation for sustainable organic growth
STREAMLINED ASSET BASE, IMPROVED FOCUS AND BETTER POSITIONED FOR GROWTH
[LOGO]
2
KEY TRANSACTION TERMS
Asset Contribution
344 Bcfe of Forest offshore proved reserves (12/31/04)
Liability Contribution
$200 Million of debt
$50 Million of derivatives at 6/30/2005
$157 Million of ARO
Structure
Tax-free Reverse Morris Trust transaction
Spin-off of offshore Gulf of Mexico operations
Stock-for-stock merger of SpinCo and Mariner
Mariner Equity Ownership
58.2% Forest shareholders
41.8% Mariner shareholders
Mariner Management & Governance
Scott D. Josey, Chairman & CEO
7 member board
2 members to be mutually agreed by Forest and Mariner
Expected Close
Q1 2006 (economic effective date of July 1, 2005)*
Forest and Mariner shareholders will each own freely tradable registered stock in Mariner upon closing
* Subject to Mariner shareholder vote and SEC registration requirements and Forest bondholder consent
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[LOGO]
Combination
Mariner Contribution |
[LOGO] |
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Management |
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Deepwater, shelf, West Texas assets |
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Exploration track record |
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Prospect inventory |
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Forest Contribution |
[LOGO] |
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Development expertise/personnel |
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Underexploited shelf assets |
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Identified exploitation opportunities |
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Cash flow |
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42% Equity ownership |
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[GRAPHIC] |
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58% Equity ownership |
Dynamic GOM player with scale and expertise to effectively compete in the shelf, deep shelf, and deepwater
Strong cash flow
Modest debt level
Shareholders benefit from the diversity and upside potential intrinsic in these complementary asset bases
Blend of exploration and exploitation opportunities
Mariner SpinCo Trend Map
[GRAPHIC]
Shelf and Deepwater (470,000+ net undeveloped acres)
Creates a leading Gulf of Mexico focused independent
Balances deepwater exploration with low risk shelf production
Adds high impact deep shelf and ultra-deep shelf opportunities
Extensive prospects in inventory
Synergies achieved through property overlap and operating efficiencies
Combined Reserves as of 12/31/04 615 Bcfe*
[CHART]
*Reserves are pro-forma acquisition of Bass Lite
Mariner Organization
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Chairman |
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CEO |
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Scott Josey |
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(25 years) |
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COO |
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Dalton Polasek |
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(30 years) |
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VP |
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Historical Performance
Proved Reserves
[CHART]
*Reserves are pro-forma acquisition of Bass Lite
Daily Production
[CHART]
EBITDA
[CHART]
*Includes $10MM for non-cash stock compensation
Reserves Replacement Rate
[CHART]
Rolling 3-Year F&D Cost
[CHART]
*Excludes future development capital of $255MM
CAPEX
[CHART]
Strong Competitive Positioning and Value
2004 Proved Reserves
[CHART]
EV/ 2004 Proved Reserves
[CHART]
2005 Production
[CHART]
EV/ 2005 Production
[CHART]
*Reserves are pro-forma for acquisition of Bass Lite
Note: Enterprise values as of January 5, 2006.
FOREST OILS REMAINING ASSETS
[GRAPHIC]
Alaska
12/31/04 Reserves (Bcfe) |
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117 |
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YTD 2005 Production (MMcfe/d) |
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41 |
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12/31/04 Net Acreage (M) |
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1,182 |
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Reserve Life |
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7.9 |
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Canada |
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12/31/04 Reserves (Bcfe) |
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152 |
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YTD 2005 Production (MMcfe/d) |
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71 |
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12/31/04 Net Acreage (M) |
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930 |
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Reserve Life |
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5.9 |
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Western |
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12/31/04 Reserves (Bcfe)* |
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643 |
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YTD 2005 Production (MMcfe/d) |
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112 |
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12/31/04 Net Acreage (M)* |
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254 |
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Reserve Life* |
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15.8 |
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Southern |
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12/31/04 Reserves (Bcfe)* |
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198 |
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YTD 2005 Production (MMcfe/d) |
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45 |
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12/31/04 Net Acreage (M)* |
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147 |
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Reserve Life |
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12.1 |
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Consolidated |
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12/31/04 Reserves (Bcfe)* |
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1,110 |
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YTD 2005 Production (MMcfe/d) |
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269 |
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12/31/04 Net Acreage (M)* |
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7,698 |
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Reserve Life |
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11.3 |
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* Pro Forma for the Buffalo Wallow Acquisition and offshore spin-off
14
REALIGNING ASSET BASE The Perfect Pie
Old Forest Oil
[CHART]
2004 Reserves: 1,454 Bcfe *
61% Gas
75% PD
[CHART]
YTD 2005 Production: 475 MMcfe/d
2005 R/P: 8.0
New Forest Oil
[CHART]
2004 Reserves: 1,110 Bcfe *
55% Gas
74% PD
[CHART]
YTD 2005 Production: 269 MMcfe/d
2005 R/P: 11.3
* Pro-Forma for the Buffalo Wallow acquisition and offshore spin-off
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FOCUSED STRATEGY
4 Point Philosophy
1. Leadership
Superb technical talent pool
Deep managerial bench
Proven acquiror
2. Strategies
Sustainable growth at high returns
Intense focus on costs
3. Discipline
Rigorous evaluation criteria
Capital budget adherence
4. Focus
Focused onshore portfolio
Critical mass in core areas
Revised 4 Point Strategy
1. Grow organically
12% prod. growth in 2006 (10% organic)
Exploit new portfolio and resource plays
2. Identify attractive acquisition opportunities
Strong track record and momentum
Target prospect rich opportunities supported by land
Tax-efficient acquiror ($706 MM NOLs)
3. Reduce costs
Cost control in all areas
4. Preserve financial flexibility
Strong free cash flow profile
Remain in targeted Net Debt / Book Cap range of 30% - 40%
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AND COMPELLING INVESTOR APPEAL
Uniquely positioned mid-cap with critical mass in multiple high quality basins
Extensive drilling inventory in Texas Panhandle / Mid-Continent area
Large scale Permian footprint and Haley Atoka exposure
High quality Alberta Plains and Canadian Foothills inventory
Significant Rockies acreage position
High impact Onshore Louisiana and Texas exploration
Significant acreage in developing Alaska gas
Well-balanced resource play with visible organic growth profile
Extensive exploitation inventory; over 2,350 projects
Attractive exploration upside; 7.1 million net undeveloped acres
Successful acquisition and exploitation track record fueling steady replenishment of drilling opportunities
In excess of $1 billion in strategic acquisitions over last 2 years adding 681 Bcfe at an all-in cost of $1.51 / Mcfe
Demonstrated ability to be disciplined with capital spending
Excellent tax loss carryforward position (US $466 MM and Canada $240 MM)
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SUSTAINABLE GROWTH PROFILE
[CHART]
* Adjusted for 7 MMcfe/d announced deferrals due to Hurricanes
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EXTENSIVE PROSPECT INVENTORY
Key Growth Platforms |
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Net Reserve |
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Buffalo
Wallow (Texas Panhandle) |
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346 |
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377 |
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Permian
Basin |
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679 |
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565 |
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Wild River |
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120 |
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54 |
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Southern |
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419 |
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513 |
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Onshore Cook Inlet Gas |
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35 |
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1,875 |
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Total |
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1,599 |
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3,384 |
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WESTERN BUSINESS UNIT - Buffalo Wallow
[GRAPHIC]
120 Bcfe of estimated proved reserves and production of 32 MMcfe/d
370 drillsites identified (40 identified as PUD)
Field approved for 20 acre downspacing
Production increased 60% since acquisition (100% success rate)
Production expected to increase to 40 to 45 MMcfe/d in 2006
33,000+ gross acres in trend
Deep pay found in the Atoka
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WESTERN BUSINESS UNIT Greater Haley Deep Gas Play
[GRAPHIC]
Greater Haley Area
Rejuvenated by Anadarko in 2003
Forest is actively leasing in the play; currently 30,000 net acres
Slash Ranch/Demmit
Fusselman/Atoka/Morrow stacked pay potential
Bell Canyon and Cherry Canyon Recompletion program
Apollo
Active recompletion and re-entry program
Vermejo Field
Active 2 rig drilling program
Active recompletion and re-entry program
Atoka sidetrack opportunities may exist
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CANADIAN BUSINESS UNIT Wild River
[GRAPHIC]
Very active area for shallow and deep gas exploration on 21,000 acres
Gross production increased from 17 to 49 MMcfe/d
Well costs reduced
Four wells awaiting pipeline connection
Two drilling rigs in the field
160 acre down-spacing and commingling recently approved
Over 100 down-spacing locations identified
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SOUTHERN BUSINESS UNIT - Sabine
[GRAPHIC]
Approximately 157,000 acres leased or optioned in this prolific Yegua and Wilcox trend (45% WI)
260 square miles of 3-D and 2,000 linear miles of 2-D data available to map
Five wells in the field completed at an average of 3.7 MMcfe/d
One well completing
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SOUTHERN BUSINESS UNIT Katy
[GRAPHIC]
Took over drilling operations
Drilled 2 Frio discoveries in 2005
Combined IPs < 1 MMcf/d for total investment of $585M
Sparks recompletion tested at 2 MMcfe/d
Virgin pressure discovered on Wilcox recompletion
Yegua has produced 6 Tcf from this field
122 square miles of 3D seismic coverage
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ALASKA BUSINESS UNIT - Onshore Alaska Gas
[GRAPHIC]
Undeveloped onshore net acreage in excess of 1,100,000 acres
West Foreland #2 (100% WI) tested 15 MMcfe/d
Three Mile Creek Unit #1 (30% WI) tested 5 MMcfe/d from shallow zone
Net undeveloped acreage of approximately 106,000 acres surrounding the three discoveries (recently added 18,000 acres)
New supply contract commences in Q4 2005
2 additional tests planned in 2005
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ACQUISITION LOOKBACK SUMMARY 6/30/2005
Unocal, New Permian, Wiser, S. Bonus, Minihan, McAllen & Oxy
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Investment |
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Reserves |
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(Bcfe) |
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$ / Mcfe |
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Original Acquisition |
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775 |
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517 |
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1.50 |
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Cash Flow / Production |
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(346 |
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3.80 |
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Subtotal |
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429 |
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426 |
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1.01 |
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Capital Projects |
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188 |
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133 |
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1.41 |
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Total Investment |
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617 |
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559 |
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1.10 |
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45% of original investment paid out with 82% of reserves remaining
36% of total investment paid out with 108% of reserves remaining
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ADDITIONAL REMAINING VALUE
Unbooked discoveries
S. Africa (tested 220 MMcfe/d)
Mackenzie Delta (approximately 200 Bcfe of unbooked reserves)
Carried interest on frontier acreage
Gabon (100% carry on seismic and well to be spud in Q1 2006)
S. Africa deepwater
Cook Inlet Pipeline Company
Lantern Drilling Company
8 company-owned drilling rigs operating in the Permian Basin
Tax attributes
$706 Million NOL (including Canadian tax pools of $240 MM)
Extensive undeveloped acreage and seismic database worldwide
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VALUE PROPOSITION Peer Group Comparison
2004 Proved Reserves
[CHART]
EV/2004 Proved Reserves
[CHART]
2005E Production
[CHART]
EV/2005E Production
[CHART]
Note: Enterprise values as of January 5, 2006.
* Pro forma for Buffalo Wallow acquisition
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THE NEW FST Summary of Opportunity
Unlocks intrinsic shareholder value in a tax efficient manner and clarifies the value proposition
Intensifies focus on two discreet asset bases, each with critical mass and competitive advantage
Integrates offshore portfolio into high growth vehicle with deepwater exploration potential
Unleashes Forests management to aggressively execute the onshore resource-focused growth strategy
Value Proposition
Public valuations and M&A transactions support values of $2.74 per proved reserve and $12,538 per flowing Mcfe/d for remaining Forest
Public valuations and M&A transactions support values of $3.63 per proved reserve and $10,465 per flowing Mcfe/d for Mariner/Spinco
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[LOGO]
EBITDA Reconciliation
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1H05 |
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EBITDA |
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77.5 |
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Changes in working capital |
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(14.9 |
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Non-cash hedge gain |
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(2.5 |
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Amortization/other |
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0.6 |
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Stock compensation exp. |
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9.5 |
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Net interest expense |
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(3.0 |
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Income tax benefit |
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5.5 |
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Net cash provided by operating activities |
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72.7 |
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CAUTIONARY STATEMENTS
The United States Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. We use the terms probable and possible reserves, reserve potential or upside or other descriptions of volumes of reserves potentially recoverable through additional drilling or recovery techniques that the SECs guidelines strictly prohibit Forest from including in filings with the SEC. These estimates are by their nature more speculative than estimates of proved reserves and accordingly are subject to substantially greater risk of being actually realized by us. Investors are urged to consider closely the disclosure in Forests Form 10-K for fiscal year ended December 31, 2004, available from Forest at 707 17th Street, Suite 3600, Denver, CO 80202, Attention: Investor Relations. You can also obtain this form from the SEC by calling 1-800-SEC-0330.
This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, that address activities that Forest and Mariner assumes, plans, expects, believes, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements provided in this presentation are based on managements current belief, based on currently available information, as to the outcome and timing of future events. Forest and Mariner cautions that their future natural gas and liquids production, revenues and expenses and other forward-looking statements are subject to all of the risks and uncertainties normally incident to the exploration for and development and production and sale of oil and gas. These risks include, but are not limited to, price volatility, inflation or lack of availability of goods and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating future oil and gas production or reserves, and other risks as described in Forests 2004 Annual Report on Form 10-K as filed with the Securities and Exchange Commission. Also, the financial results of Forests foreign operations are subject to currency exchange rate risks. Any of these factors could cause Forests or Mariners actual results and plans to differ materially from those in the forward-looking statements.
These materials are not a substitute for the registration statement that was filed with the Securities and Exchange Commission in connection with the spin-off transaction, or the proxy statement/prospectus-information statement to be mailed to shareholders. The registration statement has not yet been declared effective. Investors are urged to read the proxy statement/prospectus-information statement which will contain important information, including detailed risk factors, when it becomes available. The proxy statement/prospectus-information statement and other documents that will be filed by Forest and Mariner with the Securities and Exchange Commission will be available free of charge at the SECs website, www.sec.gov, or by directing a request when such a filing is made to Forest Oil Corporation, 707 17th Street, Suite 3600, Denver, CO 80202, Attention: Investor Relations; or by directing a request when such a filing is made to Mariner Energy, Inc., 2101 CityWest Blvd., Bldg. 4, Suite 900, Houston, TX 77042-2831, Attention: Investor Relations.
Mariner, Forest and their respective directors, and executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the participants in the solicitation will be set forth in the proxy statement/prospectus-information statement when it becomes available.
31