Issuer: | Mariner Energy, Inc. | |
NYSE Symbol: | ME | |
Security Description: | 11.75% Senior Notes due 2016 (the Notes Offering) | |
Distribution: | SEC Registered | |
Principal Amount: | $300,000,000 | |
Gross Proceeds: | $291,279,000 | |
Net Proceeds (Estimated): | $285,540,000 | |
Coupon: | 11.75% | |
Original Issue Discount: | The notes will be issued with original issue discount for United States federal income tax purposes | |
Maturity: | June 30, 2016 | |
Price to public: | 97.093% of principal amount | |
Underwriting Discounts and Commissions: | 1.913% | |
Yield to Maturity: | 12.375% | |
Spread to Benchmark Treasury: | 907 bps | |
Benchmark Treasury: | UST 3.25% due May 31, 2016 | |
Ratings: | B3 / B+ | |
Interest Payment Dates: | Semi-annually in arrears on each June 30 and December 30, commencing on December 30, 2009 | |
Optional Redemption: | Makewhole call @ T+50 bps prior to June 30, 2013, then |
On or after: | Price: | ||||
June 30, 2013 |
105.875 | % | |||
June 30, 2014 |
102.938 | % | |||
June 30, 2015 and thereafter |
100.000 | % |
Change of control:
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Put @ 101% of principal plus accrued interest | |
Equity Clawback: | Redeem until June 30, 2012 at 111.750% plus accrued interest for up to 35.0% | |
Reimbursement of Expenses by Underwriters to Mariner: | $500,000 | |
Trade Date: | June 4, 2009 | |
Settlement Date: | June 10, 2009 (T+4) | |
Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to delivery of the notes will be required, by virtue of the fact that the notes initially settle in T+4, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult with their advisors. | ||
CUSIP / ISIN: | 56845T AG2 / US56845TAG22 | |
Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
Joint Book-Running Managers: | Credit Suisse Securities (USA) LLC Banc of America Securities LLC J.P. Morgan Securities Inc. Wachovia Capital Markets, LLC Citigroup Global Markets Inc. |
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Co-Managers: | BMO Capital Markets Corp. BNP Paribas Securities Corp. Scotia Capital (USA) Inc. |
Pro Forma | ||||
March 31, | ||||
2009(1) |
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Earnings from continuing operations before fixed charges |
||||
(Loss) Income before taxes |
$ | (663,347 | ) | |
Add: Fixed charges |
23,997 | |||
Less: Capitalized interest |
3,299 | |||
(Deficit) Earnings from continuing operations before fixed charges |
(642,649 | ) | ||
Fixed Charges |
||||
Interest expenses, net of capitalized interest |
20,297 | |||
Add: Capitalized interest |
3,299 | |||
Add: Estimated interest portion of rental expenditures |
259 | |||
Add: Amortization of discounts |
142 | |||
Total Fixed Charges |
$ | 23,997 | ||
Ratio of Earnings to Fixed Charges |
(2) | |||
(1) | As adjusted for the issuance of the Notes and application of the net proceeds of the Notes
Offering to repay borrowings under our bank credit facility. |
|
(2) | Due to pro forma loss from operations at March 31, 2009, the ratio coverage would have been less than 1:1. The Company would have needed to generate additional earnings of $666,646 to achieve a coverage of 1:1 for that period. |