Filed by Apache Corporation
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Mariner Energy, Inc.
Commission File No. 333-166964
Additional Q&As as of June 1, 2010
Q: What are the regular Lafayette office hours?
A: The scheduled office hours for the Lafayette office is 8:30 am to 4:30 pm Monday through Friday.
Some functions vary their schedules based upon the particular needs of the business.
Q: When do you expect to conduct interviews with Mariner employees?
A: Once the department heads determine the needs for their organizations, the leadership for those
departments will begin interviewing. We expect that process to begin the latter part of June and
continue for several weeks.
Q: Will contract employees have an opportunity to become employees of Apache Corporation?
A: Many contract employees currently with Mariner Energy will continue to be contract employees
with Apache. In the process of developing the structure of the new organization, Apache may
interview contract employees (who have direct contracts with Mariner Energy) for openings that
Q: When will you begin the background check and drug screening?
A: Three to four weeks prior to closing of the transaction, all Mariner employees will be sent
information regarding the process through our independent third party. The Mariner Human Resources
Department will coordinate with Apache regarding the logistics of this process. To limit
inconvenience to employees, the possibility of having on-site collection is being investigated.
Q: When will we have more information on the Apache benefit plans?
A: As regulatory approval is received, employee meetings will be held to present an overview of the
Apache benefit program.
Q: What is the employer matching contribution for the Canadian Registered Retirement Savings Plan
A: In this group plan, the company match is dollar for dollar up to six percent of your annual base
salary overtime and bonus earnings. In
addition, Apache makes an additional six percent contribution equal to base salary, bonus and
Q: Will the Mariner employees still receive the annual true up?
A: Participants of the Apache 401(k) Plan, who have not received an employer matching contribution
on their total eligible earnings for the Plan Year, will receive a year end true up employer
Q: Should my employment terminate, will I be eligible for the Apache Retiree Medical Plan?
A: Contingent on the close of the transaction, Mariner employees will receive service credit
towards eligibility for the Apache Retiree Medical Plan. The minimum eligibility for participation
is age 55 and five years of service.
Q: Does the Apache Retiree Medical Plan provide for dependent coverage?
A: Upon eligibility for the Apache Retiree Medical Plan, the employee will have a one time
election to cover themselves and any dependents currently enrolled in the Medical Plan. If you
elect coverage for yourself when you terminate employment, you can elect coverage for your spouse
and children at that time, but only if your family member is covered by the employees medical plan
when you terminate employment. For a child to be covered by the Plan, you (the retiree) must be
able to take a personal exemption for the child on your federal income tax return or you would have
been able to take a personal exemption for the fact that (1) your ex-spouse got the exemption
instead of you, or (2) the childs income exceeds the amount you would have paid (over half the
childs support). You cannot elect coverage for any family member (spouse or child) who elects
COBRA continuation coverage from the employees medical plan.
An individuals coverage will end on the day before he or she becomes eligible for Medicare because
of age or disability. If your spouse and/or your children are covered under this plan when you
become eligible for Medicare, your spouse and/or children can remain covered by paying the
subsidized premium, until the earlier of (a) ten years after you became eligible for Medicare; or
(b) the end of the month before your spouses 65th birthday (provided the monthly
premium is paid to the company on a prompt basis).
Q: How does COBRA coverage work?
A: An employee is covered under the group plan through the end of the month in which they
terminate. Continuation coverage is offered within 14 days of the date of separation. The
qualifying beneficiaries have 60 days from the receipt of the notice on continuation rights to
elect coverage. Continuation Coverage will be continued under the Apache Medical Plan which is
administered by Blue Cross Blue Shield.
When an employee (who is not covered under a change in control agreement or employment agreement)
is eligible for and elects COBRA, the employee is responsible for the premium payment and any
government subsidy in effect at that time.
Q: When will my Mariner restricted stock vest and how will it be taxed?
A: Contingent upon the completion of the merger transaction between Mariner and Apache, your
restricted stock will vest at the time of closing. The value of the vested restricted stock will
become taxable income at the time of vesting and will become taxable ordinary income.
The income tax will be withheld at the rate of 25%.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval. Apache has filed with the Securities and
Exchange Commission (SEC) a registration statement on
Form S-4 containing a preliminary proxy
statement of Mariner that also constitutes a preliminary prospectus of Apache. A definitive proxy
statement/prospectus will be mailed to stockholders of Mariner. Apache and Mariner also plan to
file other documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF MARINER ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain the documents (when available)
free of charge at the SECs web site, www.sec.gov. Copies of the documents filed with the SEC by
Apache will be available free of charge on Apaches website at www.apachecorp.com under the tab
Investors or by contacting Apaches Investor Relations Department at 713-296-6000. Copies of the
filed with the SEC by Mariner will be available free of charge on Mariners website at
www.mariner-energy.com under the tab Investor Information or by contacting Mariners Investor
Relations Department at 713-954-5558. You may also read and copy any reports, statements and other
information filed with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SECs website for
further information on its public reference room.
Apache, Mariner, their respective directors and executive officers and other persons may be deemed,
under SEC rules, to be participants in the solicitation of proxies from stockholders of Mariner in
connection with the proposed transaction. Information regarding Apaches directors and officers can
be found in its proxy statement filed with the SEC on March 31, 2010, and information regarding
Mariners directors and officers can be found in its proxy statement filed with the SEC on April 1,
2010. Additional information regarding the participants in the proxy solicitation and a description
of their direct and indirect interests in the transaction, by security holdings or otherwise, will
be contained in the definitive proxy statement/prospectus and other relevant materials to be filed with the
SEC when they become available.
Statements in this document include forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. The opinions, forecasts, projections, future plans or other statements other than
statements of historical fact, are forward-looking statements. We can give no assurance that such
expectations will prove to have been correct. Actual results could differ materially as a result of
a variety of risks and uncertainties, including: the timing to consummate the proposed transaction;
the risk that a condition to closing of the proposed transaction may not be satisfied; the risk
that a regulatory approval that may be required for the proposed transaction is not obtained or is
obtained subject to conditions that are not anticipated; negative effects from the pendency of the
merger; our ability to achieve the synergies and value creation contemplated by the proposed
transaction; our ability to promptly and effectively integrate the merged businesses; and the
diversion of management time on transaction-related issues. Other factors that could materially
affect actual results are discussed in Apaches and Mariners most recent Forms 10-K as well as
each companys other filings with the SEC available at the SECs website at www.sec.gov. Actual
results may differ materially from those expected, estimated or projected. Forward-looking
statements speak only as of the date they are made, and we undertake no obligation to publicly
update or revise any of them in light of new information, future events or otherwise.