As filed with the Securities and Exchange Commission on November 10, 2010
Registration No. 333-159682
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Apache Deepwater LLC
(Exact name of registrant as specified in its charter)
| | | |
|
| Delaware | | 86-0460233 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification Number) |
| | | |
| | | P. Anthony Lannie |
| One Post Oak Central | | One Post Oak Central |
| 2000 Post Oak Boulevard, Suite 100 | | 2000 Post Oak Boulevard, Suite 100 |
| Houston, Texas 77056-4400 | | Houston, Texas 77056-4400 |
| 713-296-6000 | | 713-296-6000 |
| (Address, including zip code, and telephone | | (Name, address, including zip code, and telephone |
| number, including area code, of registrant’s | | number, including area code, |
| principal executive offices) | | of agent for service) |
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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|
Large accelerated filer þ | | Accelerated filer o | | Non-accelerated filer o (Do not check if a smaller reporting company) | | Smaller reporting company o |
TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS
| | | | | |
| | | State or Other | | |
| Exact Name of Subsidiary Guarantor Registrant as Specified | | Jurisdiction of | | |
| in its Charter (1) | | Organization | | I.R.S. Employer Identification Number |
| Mariner Energy Resources, Inc. | | Delaware | | 20-3541629 |
| Mariner Gulf of Mexico LLC | | Delaware | | 86-0460233 |
| MC Beltway 8 LLC | | Delaware | | 86-0460233 |
| Mariner LP LLC | | Delaware | | 20-4414029 |
| | |
| (1) | | The address and telephone number for each guarantor is One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400, and the telephone number at that address is (713)296-6000. |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-159682) (the “Registration Statement”) initially filed with the Securities and Exchange Commission on June 2, 2009 by Mariner Energy, Inc., a Delaware corporation (“Mariner”) and each of the co-registrants listed in the Table of Subsidiary Guarantor Registrants (the “Co-Registrants”), is being filed to deregister all unsold securities of Mariner and guarantees of the Co-Registrants (the “Registered Securities”), that were registered under the Registration Statement.
On November 10, 2010, pursuant to the Agreement and Plan of Merger, dated April 14, 2010, as amended by Amendment No. 1 dated August 2, 2010, by and among Mariner, Apache Corporation, a Delaware corporation (“Apache”) and Apache Deepwater LLC (formerly known as ZMZ Acquisitions LLC), a Delaware limited liability company and a wholly owned subsidiary of Apache (“Apache Deepwater”), Mariner merged with and into Apache Deepwater, with Apache Deepwater surviving the merger as a wholly owned subsidiary of Apache (the “Merger”).
As a result of the Merger, Apache Deepwater, as successor to Mariner by virtue of the Merger, has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. In accordance with the undertaking contained in the Registration Statement, Apache Deepwater hereby removes from registration, by means of this Post-Effective Amendment No. 1 to the Registration Statement, any of the Registered Securities that remain unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Apache Deepwater LLC (as successor to Mariner Energy, Inc.) certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 10, 2010.
| | | | | |
| | APACHE DEEPWATER LLC
(as successor to Mariner Energy, Inc.)
| |
| | By: | /s/ G. Steven Farris | |
| | | G. Steven Farris | |
| | | Chief Executive Officer | |
| |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
| | | | | |
| Signature | | Title | | Date |
| | | | | |
/s/ G. Steven Farris G. Steven Farris | | Chief Executive Officer
(Principal Executive Officer) | | November 10, 2010 |
| | | | | |
/s/ Roger B. Plank Roger B. Plank | | Director and President
(Principal Financial Officer) | | November 10, 2010 |
| | | | | |
/s/ Rebecca A. Hoyt Rebecca A. Hoyt | | Vice President and Controller
(Principal Accounting Officer) | | November 10, 2010 |
| | | | | |
/s/ John A. Crum John A. Crum | | Director | | November 10, 2010 |
| | | | | |
/s/ David L. French David L. French | | Director | | November 10, 2010 |
| | | | | |
/s/ Jon W. Sauer Jon W. Sauer | | Director | | November 10, 2010 |
| | | | | |
| | MARINER ENERGY RESOURCES, INC.
| |
| | By: | /s/ G. Steven Farris | |
| | | G. Steven Farris | |
| | | Chief Executive Officer | |
| |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
| | | | | |
| Signature | | Title | | Date |
| | | | | |
/s/ G. Steven Farris G. Steven Farris | | Chief Executive Officer
(Principal Executive Officer) | | November 10, 2010 |
| | | | | |
/s/ Roger B. Plank Roger B. Plank | | Director and President
(Principal Financial Officer) | | November 10, 2010 |
| | | | | |
/s/ Rebecca A. Hoyt Rebecca A. Hoyt | | Vice President and Controller
(Principal Accounting Officer) | | November 10, 2010 |
| | | | | |
/s/ John A. Crum John A. Crum | | Director | | November 10, 2010 |
| | | | | |
/s/ David L. French David L. French | | Director | | November 10, 2010 |
| | | | | |
/s/ Jon W. Sauer Jon W. Sauer | | Director | | November 10, 2010 |
| | | | | |
| | MARINER GULF OF MEXICO LLC
| |
| | By: | /s/ G. Steven Farris | |
| | | G. Steven Farris | |
| | | Chief Executive Officer | |
| |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
| | | | | |
| Signature | | Title | | Date |
| | | | | |
/s/ G. Steven Farris G. Steven Farris | | Chief Executive Officer
(Principal Executive Officer) | | November 10, 2010 |
| | | | | |
/s/ Roger B. Plank Roger B. Plank | | Director and President
(Principal Financial Officer) | | November 10, 2010 |
| | | | | |
/s/ Rebecca A. Hoyt Rebecca A. Hoyt | | Vice President and Controller
(Principal Accounting Officer) | | November 10, 2010 |
| | | | | |
/s/ John A. Crum John A. Crum | | Director | | November 10, 2010 |
| | | | | |
/s/ David L. French David L. French | | Director | | November 10, 2010 |
| | | | | |
/s/ Jon W. Sauer Jon W. Sauer | | Director | | November 10, 2010 |
| | | | | |
| | MC BELTWAY 8 LLC
| |
| | By: | Apache Deepwater LLC,
its sole member and manager | |
| | | | | |
| | By: | /s/ G. Steven Farris | |
| | | G. Steven Farris | |
| | | Chief Executive Officer | |
| |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
| | | | | |
| Signature | | Title | | Date |
| | | | | |
/s/ G. Steven Farris G. Steven Farris | | Chief Executive Officer
(Principal Executive Officer) | | November 10, 2010 |
| | | | | |
/s/ Roger B. Plank Roger B. Plank | | Director and President
(Principal Financial Officer) | | November 10, 2010 |
| | | | | |
/s/ Rebecca A. Hoyt Rebecca A. Hoyt | | Vice President and Controller
(Principal Accounting Officer) | | November 10, 2010 |
| | | | | |
/s/ John A. Crum John A. Crum | | Director | | November 10, 2010 |
| | | | | |
/s/ David L. French David L. French | | Director | | November 10, 2010 |
| | | | | |
/s/ Jon W. Sauer Jon W. Sauer | | Director | | November 10, 2010 |
| | | | | |
| | MARINER LP LLC
| |
| | By: | Apache Deepwater LLC,
its sole member | |
| | | | | |
| | By: | /s/ G. Steven Farris | |
| | | G. Steven Farris | |
| | | Chief Executive Officer | |
| |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
| | | | | |
| Signature | | Title | | Date |
| | | | | |
/s/ G. Steven Farris G. Steven Farris | | Chief Executive Officer
(Principal Executive Officer) | | November 10, 2010 |
| | | | | |
/s/ Roger B. Plank Roger B. Plank | | Director and President
(Principal Financial Officer) | | November 10, 2010 |
| | | | | |
/s/ Rebecca A. Hoyt Rebecca A. Hoyt | | Vice President and Controller
(Principal Accounting Officer) | | November 10, 2010 |
| | | | | |
/s/ John A. Crum John A. Crum | | Director | | November 10, 2010 |
| | | | | |
/s/ David L. French David L. French | | Director | | November 10, 2010 |
| | | | | |
/s/ Jon W. Sauer Jon W. Sauer | | Director | | November 10, 2010 |
