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0001104659-07-024831
425
35
20070402
20070402
HOUSTON EXPLORATION CO
0001015293
1382
222674487
DE
1231
425
34
001-11899
07738482
1100 LOUISIANA STREET
SUITE 2000
HOUSTON
TX
77002-5219
713-830-6800
1100 LOUISIANA STREET
SUITE 2000
HOUSTON
TX
77002-5219
FOREST OIL CORP
0000038079
1311
250484900
NY
1231
425
707 SEVENTEENTH STREET
SUITE 3600
DENVER
CO
80202
3038121400
707 SEVENTEENTH STREET
SUITE 3600
DENVER
CO
80202
Forest Oil CORP
20040819
FOREST OIL CORP
19920703
425
1
a07-3543_7425.htm
425
Filed by Forest Oil Corporation
Pursuant to Rule 425 of the Securities Act of
1933, as amended,
And deemed filed pursuant to Rule 14a-12 of
the Securities
Exchange Act of 1934
Subject Company:
The Houston Exploration Company
Commission File No.:
333-140532
The following materials were presented at an
energy conference by representatives of Forest Oil Corporation on April 2, 2007
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Howard Weil
35th Annual Energy Conference April 2, 2007
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Forest Oil
Corporation Snapshot Fully Diluted Shares Outstanding ( MM ) 63.5 Equity
Market Capitalization ( 3/28/07 $MM ) 2,162 Net Debt ( 12/31/06 $MM ) 1,149
Enterprise Value ( $MM ) 3,311 Pro Forma Proved Reserves ( 12/31/06 Bcfe )
1,455 Proved Developed Percentage (%) 71 2006 Production ( MMcfe/d ) 310 R /
P Ratio ( Years ) 12.9
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THX /FST
Production Areas FST Production Areas Assets Strengthen Our Growth Areas *
Forest’s estimated proved reserves as of December 31, 2006 ** Forest’s THX
estimated proved reserves as of September 30, 2006 Canada Reserves (Bcfe)
2006 Prod. (MMcfe/d) 12/31/06 Net Acreage (M) - - - 232 85 733 232 85 733
Reserves (Bcfe) 2006 Prod. (MMcfe/d) 12/31/06 Net Acreage (M) Alaska - - -
181 38 1,045 181 38 1,045 Western Reserves (Bcfe) 2006 Prod. (MMcfe/d)
12/31/06 Net Acreage (M) 52 9 739 704 132 258 756 141 997 Southern 603 195
171 Reserves (Bcfe) 2006 Prod. (MMcfe/d) 12/31/06 Net Acreage (M) 338 55 227
FST* THX** Total 941 250 398 Consolidated 1,455 310 5,596 Reserves (Bcfe)
2006 Prod. (MMcfe/d) 12/31/06 Net Acreage (M) 655 204 910 2,110 514 6,506
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The “4-Point”
Transformation September 2003 Continued reduction in costs Lower exposure to
frontier exploration Implement acquisitions as an integral part of our
investment program Maintain strong balance sheet September 2006 Grow
organically Continue to identify attractive acquisition opportunities
Continue reduction in costs Continue to preserve financial flexibility
Transformation Everything has been changed - leadership, assets, focus GOM
asset base to balanced North American onshore portfolio Multiple areas with
visible, repeatable inventory Demonstrated ability for organic growth and
strategic transactions Maintained cost control due to early focus Retained
upside in undeveloped acreage, tax attributes and other assets Results in
Upgraded Portfolio
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Results from
“4-Point” Transformation 990 272 1,161* 250 $2.16* 918 212 $2.00 310 17% CAGR
14% CAGR * Pro forma estimated proved reserves at December 31, 2005 for the
spin-off and merger with ME 1,455 $2.15 3 Year FD&A at $2.11 RESERVE
GROWTH ( Bcfe ) PRODUCTION ( MMcfe/d ) TOTAL CASH COSTS ($/Mcfe ) FD&A
COSTS ( $/Mcfe ) $2.78 $2.65 $2.68 Keeping cash costs flat in a rising price
environment 2003 2004 2005 2006 2004 2005 2006 2004 2005 2006 2003 2004 2005
2006
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Targeted
Acquisition Strategy Unocal 224 66 3,394 138 1.62 252 93 New Permian 113 25
4,520 109 1.04 32 5 Wiser Oil 330 64 5,156 191 1.73 388 288 Buffalo Wallow
235 25 9,400 120 1.96 33 11 Cotton Valley 255 13 19,615 110 2.32 26 14 Others
129 27 4,778 123 1.05 100 45 Houston Exploration 1,577 204 7,730 655 2.41 709
569 Total 2,863 424 6,752 1,446 1.98 1,540 1,025 Purchase Initial Net
Undeveloped Price* Production $ Per Reserves $ Per Acreage Acreage ( $MM ) (
MMcfe / d ) Mcfe / d ( Bcfe ) Mcfe ( 000’s ) ( 000’s ) Acquisition Total
F&D cost of $1.98 on 1.4 Tcfe of reserves without allocation Production
per Mcfe/d acquired at $6,752 with R/P of 9.3 years Acquisition of primarily
proved developed reserves, Forest retains upside * Purchase price includes
original unadjusted cash and stock consideration and debt assumed in
connection with the acquisition, and is not equal to the purchase price
recorded in purchase accounting Note: Forest Corporate Transactions
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Successful
Acquire & Exploit Results Original Acquisition 1,249 741 1.69 Cash Flow /
Production* (720) (182) 3.95 Special Dividend** (399) (95) 4.18 (Unocal and
Wiser Offshore) Subtotal 130 464 0.28 Capital Projects 649 375 1.73 Total
Investment 779 839 0.93 90% of original investment paid out - 63% of reserves
remaining 38% of total investment paid out - 113% of reserves remaining *
Does not include value or income from drilling rigs ** Dividend occurred on
3/2/06 and included properties from both the Unocal and Wiser acquisitions
INVESTMENT RESERVES COST ( $MM ) ( Bcfe ) ( $ / Mcfe ) December 31, 2006
Including Recent E. Texas Acquisition
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Houston
Exploration Transaction
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Key Transaction
Terms 655 Bcfe estimated proved reserves, 65% PD, 97% gas 2006 production of
204 MMcfe/d, 96% gas Oil and Gas Assets Forest Oil Board and Management
Management and Governance 2Q 2007 Expected Close Consideration Paid $1.6
billion transaction 23.6 million shares, $739 million cash, assume $100
million net debt Structure Tax free merger Consideration election and
equalization
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Transaction
Rationale Accretive transaction on a cash flow, production and reserves per
share basis 2006 activity and the THX transaction essentially trade GOM and
Alaska for THX’s onshore resource play assets Attractively valued corporate
transaction provides opportunity to repeat earlier success with Wiser and
other corporate transactions INCREASES SHAREHOLDER VALUE SHARPENS OPERATIONAL
FOCUS AND STRENGTHENS GROWTH Additional emphasis on low risk, repeatable
drilling programs Acquired assets create a larger, highly-focused onshore
resource company Solidifies S. Texas and E. Texas as growth areas Adds
significant Rockies position inexpensively POSITIVE FINANCIAL IMPACT Allows
FST to apply free-cash model and cost control to THX asset base Portfolio
rationalization and capex re-allocation allows focus on core operating areas
DELIVERS ON OUR ACQUISITION STRATEGY FST has proven “acquire & exploit”
talent Corporate transactions are harder to execute but are attractively
valued
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2007 Growth
Areas THX THE “BIG FIVE” THE “UP AND COMERS” THE “ROCK STEADIES” THE “FLYERS”
Buffalo Wallow Area Wild River Cotton Valley - FST & THX Katy S. Texas Lobo
Greater Vermejo/Haley Ansell Foothills Barnett Shale Arkoma NE Colorado
Niobrara Evi / Slave Point Oil Central Permian Oil San Juan Rockies - FST
Uinta International New Ventures (CBM & Shale) FST THX
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Multiple
Platforms Provide “Next Step” in Growth Production Buffalo Wallow Katy Wild
River Cotton Valley Up and Comers Time
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Prospect
Inventory Has Expanded Greater Buffalo Wallow Area 656 - 722 - Canada Deep
Basin and Foothills 153 - 102 - Ark-La-Tex 246 605 158 224 South Texas 21 395
74 349 Barnett Shale 119 - 129 - Permian 1,237 - 622 - Rockies** / Niobrara
352 1,811 55 492 Total 2,784 2,811 1,862 1,065 KEY GROWTH AREAS FST THX FST
THX * Does not include current estimated proved reserves ** Does not include
THX Uinta gross project inventory or net unrisked potential (Bcfe) Total
identified project inventory of 5,595 projects and total net unrisked
potential of 2.9 Tcfe (Bcfe) GROSS PROJECT INVENTORY NET UNRISKED POTENTIAL*
September 30, 2006
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Forest Oil
Assets
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Greater Buffalo
Wallow - Texas Panhandle Field approved for 20 acre downspacing 656 estimated
non-proved locations identified at 12/31/06 5 rigs currently drilling Record
net production of 40 MMcfe/d in Q4 2006 (produced 20 MMcfe/d when acquired)
Increased acreage to 45,400 gross acres Completed two recent deeper Granite
Wash tests at Frye Ranch Offset discoveries in Hunton & Springer
Horizontal drilling being implemented by industry Hemphill County Wheeler
County Currently Drilling 2007 Well
Location
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Canadian Deep
Basin - Cretaceous Play Wild River Ansell Hinton 160 acre down-spacing and
commingling approved Approximately 60 locations identified Very active area
for shallow gas exploration/development 28,800 gross acres, average WI 50%
Record net production of 37 MMcfe/d in Q4 2006 (produced 9 MMcfe/d when
acquired) New frac techniques resulted in best wells to date New area for
shallow gas exploration/development Recently increased gross acreage to
26,200 Average WI: 50% Extensive 3D Seismic coverage 2 wells completed in Q4
at a combined 4.6 MMcfe/d The next Wild River ? 10,300 gross acres Last well
tested 6.5 MMcfe/d - best to date Potential Locations Producing Well
Potential Locations Recent Completions Technique Enhancement Next Application
Currently Drilling
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Cotton Valley
Summary Focused on Cotton Valley resource play in Woodlawn, Blocker, Oak
Hill, and Carthage Field Areas 40 and 80 acre downspacing approved 349
drilling locations identified 26,000 net acres; 14,000 undeveloped Net
production increased 62% to 21 MMcfe/d in Q4 2006 (produced 13 MMcfe/d when
acquired) Recent industry horizontal drilling results encouraging First sales
to new gathering system Haggerty Creek Gladys Davis SW Woodlawn Adams
Woodlawn Pettit Tatum, N Wallace Hardwood Hardwood, S Carthage, N Beckville
Minden Carthage, W Broadaway CW Fields WOODLAWN OAK HILL CARTHAGE WILLOW
SPRINGS BLOCKER
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Katy Field Took
over full operations August 1, 2006 Since that time: Sparks Drilling Program
First well IP’d @ 2.3 MMcf/d Second well completing Third well drilling Frio
Program totaled IP’s of 4.9 MMcf/d Wilcox Recompletion Program First two
wells averaged IP’s of 700 Mcf/d 7 additional recompletions planned Yegua
Recompletion Program 11 wells planned Gross Production increased 54% to 20
MMcfe/d in the 4th Quarter of 2006 Successful Frio Drill Well Q4-06
Successful Sparks Drill Well Q1-07 PUD Sparks Drill Well - 2007 Ongoing
Wilcox Recompletions Ongoing Yegua Recompletions PUD Wilcox Drill Well - 2007
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0 6 Miles HILL
SOMERVELL JOHNSON HOOD ERATH BOSQUE HAMILTON Barnett Shale - Fort Worth Basin
20,000 gross acres in Hill, Erath and Hamilton counties with an additional
10,000 acre option 50/50 exploration joint venture agreement in Hill County
First horizontal well tested at 2.1 MMcfe/d Second well drilling 3D seismic
planned for remaining acreage Delineation of Barnett Shale acreage with
approximately 6 wells planned in 2007 Industry success recently near Hill
County JV Approximate Acreage Position Currently Drilling
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Houston
Exploration Assets
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Plan For These
Assets - 4 Point Strategy GROW ORGANICALLY Increase drilling activity in E.
Texas and Niobrara shallow gas plays Capitalize on exposure to horizontal
drilling in S. Texas and E. Texas Initiate gas liquids processing to enhance
recoveries IDENTIFY ATTRACTIVE ACQUISITION OPPORTUNITIES REDUCE COSTS Apply
project FOCUS to keep LOE flat Reduce G&A Lower product gathering and
transportation costs PRESERVE FINANCIAL AND PERSONNEL FLEXIBILITY Decrease
annual capex spending by about $200 million and focus on high-return projects
Transform into a free-cash flow generator Maintain THX Houston office for
business unit and support services Look to acquire additional interests in
and around core areas of the asset base Use size and scale of S. Texas and E.
Texas position to consolidate smaller players
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South Texas -
Property Portfolio Large gas resource play Lobo cumulative production 7 Tcfe
Katy cumulative production 10 Tcfe Combined 185,000 net acres Critical mass
of assets to allow for optimization of drilling, completion and operating
expenditures Same geologic trends throughout property base Adds to Katy
operations and ongoing exploitation Katy Bonus McAllen Ranch Sabine Mercy
Guerra Lobo Charco Texas Lobo / Perdido Wilcox Yegua Frio / Vicksburg
Existing FST Fields Existing THX Fields
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South Texas -
THX Overview Wilcox/Lobo/Vicksburg Trend 500 + drilling locations 117,000
gross acres (91,500 net) 2,445 sq. mi. licensed 3D seismic Drilling and
imaging developments will continue to create opportunities High production -
short cycle time Exposure to shallow and deep objectives Excellent fit with
Forest’s South Texas operations Horizontal drilling and exploration potential
Vaquillas Ranch Hubberd S. Laredo Alexander Benavides/El Refugio Charco Trevino
N. Roleta N.E. Thompsonville TCB Los Indios Rincon San Carlos THX Acreage 3-D
Coverage FST Fields
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East Texas
Cotton Valley Multiple rig, multiple year drilling inventory Adds 400 +
locations to 349 already in Forest’s inventory Combined 41,000 net acres Good
geographic fit with Forest’s East Texas assets Horizontal drilling potential
Strengthens position in basin to achieve critical mass Synergy with Forest LP
gas gathering system THX Acreage Fields Oak Hill Area Carthage Area FOC
Planned Horizontal Devon CV Horizontal Activity Hardwood, S Wallace Haggerty
Creek Woodland, Pettit Gladys Davis Adams Hardwood Willow Springs SW Woodlawn
Tatum, N Carthage, N Beckville Carthage Minden Forest Acreage
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The Horizontal
Application - East Texas Recent horizontal drilling success has yielded well
IP rates in excess of 10 MMcfe/d Horizontal Completion Vertical Commingled
Completion Cotton Valley Taylor Sand 2,500 - 3,500' Lateral Staged Fracture
Stimulations Fracture Stimulation and Commingled
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Arkoma Overview
Caney/Woodford Shale Barnett Shale Fayetteville Shale 1 2 3 Multiple rig,
multiple year drilling inventory 400 + drilling locations 71,000 gross acres
(40,200 net) Shale potential 11,285 net acres leased in SWN AMI Low risk, low
cost repeatable play with downspacing potential Compression upside THX/SWN
AMI (11,285 Net Acres) THX Acreage (40,200 Net Acres)
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Rockies
Overview - Colorado Niobrara Play 1,890 + drilling locations 672,600 gross
acres (471,700 net) 340 sq. mi. of proprietary 3D seismic Recent Santos
acquisition adds 170,000 gross acres Plan to increase activity in the area
Attractive development costs approximately $1.00 per Mcfe THX Acreage 3-D
Outline
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Natural Buttes
Area 2,500 + potential drilling locations 163,900 gross acres (97,600 net)
Substantial gas resource in place Near Forest’s Altamont/Bluebell position in
the Uinta Basin Near term plan to reduce activity and move rigs to Wamsutter
or E. Texas Maintain long term option on Rockies gas Rockies Overview - Utah
Questar EnCana Dominion Gasco Barrett Anadarko/EOG Mak-J Del Rio/Orion Wind
River/Barrett Royale CDX Retamco Barrett THX Partial Uinta Basin: Natural
Buttes Area THX 100%
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2007 Business
Plan
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Forest
Production Profile Western Canada Southern Alaska ( MMcfe/d ) 26% CAGR 212
250 272 310 540* July 31, 2003: Implementation of Initial “4-Point” Game Plan
(focused on balancing the portfolio) * Forest’s 2007 business plan assuming
acquisition of assets at 1/1/07 61 87 115 132 153 51 65 72 85 88 43 54 44 55
261 57 44 41 38 38 0 100 200 300 400 500 600 2003 2004 2005 2006 2007e
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Pro Forma
Combined 2007 (e) E&D Capex $589 $490 Total Combined $1,079
Rationalization and synergies of pro forma capital expenditures will
eliminate almost $200 million in spending 2006 Forest Oil $589 Houston
Exploration (e) $490 2006 (e) Combined 2007 (e) Business Plan* $900 $179 Total
Combined $ 1,079 Forest’s Business Plan $900 ( $MM ) * Forest’s 2007 business
plan assuming acquisition of assets at 1/1/07
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Compelling
Investor Appeal Uniquely positioned mid-cap with critical mass in multiple
high quality basins Each business unit has at least one growth area Have
critical mass in five attractive basins (E. Texas, Permian, Anadarko, Alberta
and Rockies) Well-balanced resource play with visible organic growth profile
Extensive exploitation inventory Attractive exploration upside; 5.2 million
net undeveloped acres at 12/31/06 Successful acquisition and exploitation
track record fueling steady replenishment of drilling opportunities Total
FD&A expenditures over the last 3 years of $2.0 billion, at a FD&A
cost of $2.11/Mcfe Significant additional financial and operational assets
supplement net asset value $1.1 billion dividend in March, 2006 demonstrates
management commitment to its shareholders
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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 SEC’s 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 Forest’s Form 10-K for fiscal
year ended December 31, 2006, 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 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 management's current belief, based
on currently available information, as to the outcome and timing of future
events. Forest cautions that its 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 Forest's 2006 Annual
Report on Form 10-K as filed with the Securities and Exchange Commission.
Also, the financial results of Forest's foreign operations are subject to
currency exchange rate risks. Any of these factors could cause Forest's
actual results and plans to differ materially from those in the
forward-looking statements. This presentation includes “net debt”, which is a
non-GAAP financial measure. Please go to our website, www.forestoil.com, for
a reconciliation of the non-GAAP financial measures to the most comparable
GAAP financial measures.
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Cautionary
Statements (cont.) In connection with the proposed acquisition, Forest and
The Houston Exploration Company (THX) will file a joint proxy statement/prospectus
and other documents with the Securities and Exchange Commission. Investors
and security holders are urged to read carefully the definitive joint proxy
statement/ prospectus when it becomes available because it will contain
important information regarding Forest, THX and Forest’s acquisition of THX.
A definitive joint proxy statement/prospectus will be sent to security
holders of Forest and THX seeking their approval of the acquisition.
Investors and security holders may obtain a free copy of the definitive joint
proxy statement/prospectus (when it becomes available) and other documents
filed by Forest and THX with the SEC at the SEC’s website at www.sec.gov. The
definitive joint proxy statement/prospectus and such other documents
(relating to Forest) may also be obtained for free from Forest by directing a
request to Forest Oil Corporation, 707 17th Street, Suite 3600, Denver, CO
80202, Attention: Investor Relations, or by telephone: 303-812-1400, or
email: ir@forestoil.com. The definitive joint proxy statement/prospectus and
such other documents (relating to THX) may also be obtained for free from THX
by directing a request to The Houston Exploration Company, 1100 Louisiana
Street, Suite 2000, Houston, TX 77002, Attention: Investor Relations, or by
telephone: 713-830-6800, or by email: info@houstonexp.com. Forest, its
directors, executive officers and certain members of management and
employees, may be considered “participants in the solicitation” of proxies
from Forest’s shareholders in connection with the acquisition. Information
regarding such persons and a description of their interest in the acquisition
will be contained in the joint proxy statement/prospectus when it is filed.
THX, its directors, executive officers and certain members of management and
employees may be considered “participants in the solicitation” of proxies
from THX’s stockholders in connection with the acquisition. Information
regarding such persons and a description of their interest in the acquisition
will be contained in the joint proxy statement/prospectus when it is filed.
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