August 9, 2005
Mr. Scott D. Josey
Chief Executive Officer and President
Mariner Energy, Inc.
2101 Citywest Blvd., Suite 1900
Houston, TX 77042
Re: Mariner Energy, Inc.
Amendment No. 1 to Registration Statement on
Form S-1 filed July 26, 2005
File No. 333-124858
Dear Mr. Josey:
We have completed our review of the above filing, and we
have
the following comments. Where indicated, we think you should
revise
your document in response to these comments. If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary. Please be as detailed as necessary
in
your explanation. In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. We remind you of prior comments 4 and 5. We may have
additional
comments once you provide the omitted information and exhibits,
including the new director`s identity and biographical
information,
the legality opinion and the estimated price range. With regard
to
the price range, because there is no market for your securities,
you
will need to include the pricing information prior to
effectiveness.
Selected Historical Consolidated Financial Data, page 20
2. Please remove your presentation of combined pre-merger and
post-
merger data from your tabular presentation of Selected Financial
Data. If you wish to retain this combined presentation, please
include it as either a footnote to your Selected Financial Data or
incorporate it in the body of your Management`s Discussion and
Analysis. Additionally, identify this financial information as
Non-
GAAP and include all disclosure required by Item 10(e) of
Regulation
S-K.
3. We have reviewed your response to prior comment number eight
regarding your use of EBITDA that also excluded the effects of
impairment charges that have occurred and are reasonably likely to
occur in the future. We note now that EBITDA now excludes non-
cash
stock compensation expense related to restricted stock. Please
revise your presentation of this measure to reflect the guidance
located in Item 10(e)(1)(ii)(B) of Regulation S-K.
Management`s Discussion and Analysis, page 21
Results of operations, page 26
4. We have reviewed your response to our prior comments concerning
your discussion and analysis using the combined pre-merger and
post-
merger financial information in your comparison of periodic
results.
Please address each of the following:
* Please re-label columnar headings for the combined results. The
headings should be re-labeled to reflect their non-GAAP nature,
using
a caption such as "Non-GAAP combined."
* Please expand your disclosure to clearly explain all material
effects arising from your application of purchase accounting and
the
subsequent effects of accounting for assets and liabilities
undergoing a change in basis.
Financial Statements
Statement of Operations, page F-4
5. It appears you have included an additional column of financial
data for the pre-merger period from January 1, 2004 through March
2,
2004. We noted a similar column in your Statement of Cash Flows.
Please remove the additional column on both statements to avoid
investor confusion. In addition, on both statements please insert
a
vertical line between the columns labeled "Post-Merger - Period
from
March 3, 2004 through December 31, 2004" and "Pre-Merger - Period
from January 1, 2004 through March 2, 2004."
Oil and gas properties, page F-12
6. We note your expanded disclosure resulting from our prior
comment
number thirty-five regarding geological and geophysical costs not
associated with a specific unevaluated property. It appears your
practice is inconsistent with Rule 4-10(c)(3)(ii)(A)(3) of
Regulation
S-X that states that such costs should be included in the
amortization base as incurred. Please provide us with an analysis
and an understanding of the amounts of such costs that have
excluded
from the amortization base for all financial statement periods
presented.
General and administrative costs and expenses, Page F-13
7. Please revise your disclosure to state, if true, that these
costs
are directly identified with acquisition, exploration and
development
activities. Refer to Rule 4-10(c)(2) of Regulation S-X.
Closing Comments
Please amend the above registration statement in response to
these comments. You may wish to provide us with marked copies of
the
amendments to expedite our review. Please furnish a cover letter
with your amendment(s) that keys your responses to our comments
and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please file your cover
letter
on EDGAR. Please understand that we may have additional comments
after reviewing your amendment(s) and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made. You are also reminded to consider applicable
requirements
regarding distribution of the preliminary prospectus.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date. We direct your attention to
Rules 460 and 461 regarding requesting acceleration of a
registration
statement. Please allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration. Please provide this request at least two business
days
in advance of the requested effective date.
Direct questions on the comments regarding financial
statements
and related disclosure to Kevin Stertzel at (202) 551-3723 or, in
his
absence to Jill Davis, Branch Chief, at (202) 551-3683. Direct
questions relating to engineering issues to Ronald Winfrey,
Petroleum
Engineer, at (202) 551-3704. Direct questions on other disclosure
issues to Carrie Darling at (202) 551-3724 or, in her absence, to
Timothy Levenberg, Special Counsel, at (202) 551-3707. Direct any
correspondence to us at the following ZIP Code: 20549-0405.
Sincerely,
H. Roger Schwall
Assistant Director
cc: Kelly Rose, Esq. (via facsimile only (713) 229-7996)
Ron Winfrey
Jill Davis
Timothy Levenberg
Carrie Darling
Kevin Stertzel
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Mr. Scott D. Josey
Mariner Energy, Inc.
August 9, 2005
page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE
Mail stop 0405