January 20, 2006
Ms. Teresa Bushman
Vice President and General Counsel
Mariner Energy, Inc.
2101 CityWest Blvd., Bldg. 4, Suite 900
Houston, Texas 77042
Re: Mariner Energy, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed December 22, 2005
File No. 333-129096
Forest Oil Corporation
Form 10-K for the Fiscal Year Ended December 31, 2004
Filed March 15, 2005
File No. 01-13515
Form 10-Q for the Fiscal Quarters Ended September 30, 2005, June
30,
2005 and March 31, 2005
Filed November 9, 2005, August 9, 2005 and May 9, 2005
Dear Ms. Bushman:
We have reviewed your filings and response letter dated
December 22, 2005 with attached materials and have the following
comments. Where indicated, we think you should revise your
documents
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 information so we may better understand your disclosure.
After
reviewing this information, we may 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
filings.
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.
Form S-4, as amended
General
1. Continue to monitor the requirement to update your financial
statements, as indicated in Rule 3-12 of Regulation S-X.
2. Please provide a currently dated consent from the independent
accountants in your amendment.
3. We note your response to prior comment 5. Please disclose in
your filing, where appropriate, the analysis you provided in your
response.
Background of the Merger, page 40
4. We note the revisions you made in response to prior comment 34.
However, we reissue that comment in part. Please revise this
section
to further specify:
* how it came about that you entered into contact with other
potential merger parties. For example, did you direct your
financial advisor or otherwise take steps to seek other potential
parties? If through your financial advisor, indicate what
instructions or criteria it was given;
* the exact number of other potential merger parties you had
contact
with. It is not clear whether all of such parties you mention
comprise the three that you cite in the fifth paragraph;
* the specific terms proposed and the value of such terms both in
total and on a per share basis; and
* if terms were proposed, the reason those terms were rejected or
discussions otherwise ceased.
Forest Gulf of Mexico Operations
Financial Statements
Supplemental Information Regarding Proved Oil and Gas Reserves and
Capital Expenditures, page F-35
Standardized Measure of Discounted Future Net Cash Flows
5. Please remove your disclosure of the present value of future
net
cash flows before income tax. Refer to Item 10(e)(1)(ii)(C) of
Regulation S-K.
Capital Expenditures
6. We reviewed your response to our prior comment number 76 and
your
continued disclosure of capital expenditures. As SFAS 69 does not
have a specific disclosure requirement for capital expenditures
please remove this disclosure or replace it with disclosure of
costs
incurred that complies with paragraph 21 to 23 of SFAS 69. Please
note that SAB 47 was updated by SAB 103 which condensed certain
questions and interpretive responses. Please clarify the guidance
you cite in your prior response. Refer also to Item
10(e)(1)(ii)(C)
of Regulation S-K. We note your related disclosure on page 19.
Please expand your disclosure to indicate whether or not it is a
non-
GAAP measure, explain how this information was calculated and
reconcile it to costs incurred information as defined in SFAS 69
to
the extent necessary to comply with Item 10(e) of Regulation S-K.
Engineering Comments
Management`s Discussion and Analysis of Financial Condition and
Results of Operations of the Forest Gulf of Mexico Operations,
page
144
Estimated Proved Reserves, page 151
7. Please revise the first paragraph as per our telephone
discussion
of January 6, 2006 with Mr. Matthew Wurtzbacher.
Closing Comments
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under
the Securities Act of 1933 and that they have provided all
information investors require for an informed investment 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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as 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.
You may contact Kevin Stertzel at (202) 551-3723 or, in his
absence, Jill Davis, Branch Chief, at (202) 551-3683 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Ronald Winfrey, Petroleum Engineer, at
(202)
551-3704 if you have questions regarding engineering comments.
Please contact Jason Wynn at (202) 551-3756 or, in his absence,
me,
at (202) 551-3740 with any other questions. Direct all
correspondence to the following ZIP code: 20549-7010.
Sincerely,
H. Roger Schwall
Assistant Director
cc: K. Stertzel
J. Davis
J. Wynn
R. Winfrey
via facsimile
Breen Haire
Baker Botts L.L.P.
(713) 229-2748
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Ms. Teresa Bushman
Mariner Energy, Inc.
January 20, 2006
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010