Past year: ▲ 10%(38.14 – 47.52 USD)
Each one in plain English, with the numbers worked through for a shareholder.
28 May 2020business combination● NeutralMajor
The Hugoton Royalty Trust tender offer expired on May 26, 2020 without completing. 7,001,336 units (about 17.5%) were tendered, short of the 80% minimum, which XTO did not waive, so no units were bought and tendered units are being returned. This ends the offer; the filing does not say whether XTO will try again.
13 May 2020business combination● Neutral
XTO extended the Hugoton tender offer a second time, from May 12 to May 26, 2020. Tendered units rose to 6,772,120 (about 16.9%), still far below the 80% minimum condition. The stated reason is again COVID-19 and the price stays $0.20 per unit.
29 Apr 2020business combination● Neutral
XTO extended the Hugoton Royalty Trust tender offer from April 28 to May 12, 2020 at 5:00 p.m. New York time. As of the April 28 deadline, 5,854,525 units (about 14.6% of the total) had been tendered, well short of the 80% minimum. The filing gives COVID-19 as the reason for the extension, and the price stays $0.20 per unit.
14 Apr 2020business combination● Neutral
Amendment No. 1 to the Hugoton tender offer changes some conditions: the offeror's judgment must now be 'reasonable' rather than 'sole', threats must be 'in writing', and unitholders may challenge XTO's determinations in court. It also says the Chieftain arbitration hearing, set for April 27, 2020 on whether the Trust's share of the Chieftain settlement is a production cost, was postponed at XTO's request because of the coronavirus pandemic, to a date not yet set. The $0.20 price is unchanged.
1 Apr 2020business combination● NeutralMajor
XTO, by now a wholly owned Exxon Mobil subsidiary (the merger closed in 2010), launched a tender offer on April 1, 2020 to buy all 40,000,000 units of Hugoton Royalty Trust at $0.20 per unit in cash, about $8 million in total. The offer is set to expire April 28, 2020 and only completes if at least 80% of units are tendered. The Trust is the vehicle holding net overriding royalties on Kansas, Oklahoma and Wyoming properties conveyed by XTO's predecessor Cross Timbers Oil Company. The 80% condition is stated in the filing. The Trust is a different holding from the earlier XTO stock that was exchanged in the merger.
8 July 2010listing compliance notice▼ BadMajor
XTO ENERGY INC terminated the registration of a class of securities, ending its reporting obligation for them.
28 June 2010listing compliance notice● NeutralMajor
XTO ENERGY INC's exchange filed to remove a class of its securities from listing.
18 June 2010security holder rights change▲ GoodMajor
On June 18, 2010 XTO, Exxon Mobil and the trustee signed supplemental indentures under which Exxon Mobil will unconditionally guarantee XTO's notes issued under six indentures (dated 2002 to 2007) and take over XTO's reporting obligations. These take effect at the merger and tie into the company's existing senior notes. The filing expects the merger to close on June 25, 2010, the day of the stockholder vote, if approved. Exxon Mobil can revoke the guarantee on 180 days' notice with XTO's reporting reinstated, or if XTO makes an offer to purchase the notes.
21 May 2010business combination● NeutralMajor
XTO's definitive merger proxy, dated May 20, 2010, calls a special stockholder meeting for June 25, 2010 to vote on the Exxon Mobil merger. Each XTO share would become 0.7098 Exxon Mobil shares, leaving XTO holders with about 8% of Exxon Mobil. The board recommends voting for, and adoption needs a majority of all outstanding shares, so not voting counts as a vote against. The contents list also shows no appraisal rights, delisting and deregistration of XTO stock, and litigation and a congressional subcommittee hearing relating to the merger, but the details are not in the text provided.
16 Mar 2010business combination▲ GoodMajor
The US antitrust waiting period for the Exxon Mobil merger expired on March 15, 2010 with no second request, and the Dutch Competition Authority cleared the deal on March 9, 2010. These were two of the closing conditions. The deal still needs XTO stockholder approval and the other merger agreement conditions.
15 Dec 2009business combination● NeutralMajor
The formal merger agreement with Exxon Mobil sets out the terms: XTO becomes a wholly-owned Exxon Mobil subsidiary and each XTO share converts into 0.7098 Exxon Mobil shares. Closing needs XTO stockholder adoption, US antitrust (Hart-Scott-Rodino) expiry, Dutch antitrust approval and an effective Exxon Mobil S-4 registration. XTO would owe a $900 million termination fee in specified cases, such as the board changing its recommendation or a rival deal following a failed vote or missed deadline (September 15, 2010, or December 31, 2010 if regulatory approvals are outstanding). Separately, Simpson, Hutton, Vennerberg, Baldwin and Petrus waived change-in-control protections and signed consulting agreements effective at closing. Simpson gets a $10.8M lump sum plus up to $24.75M retention, and Hutton, Vennerberg and Baldwin get retention payments of up to $10.9M, $6.2M and $2.6M. They also drop their tax gross-ups, and the change-in-control cash grants become XTO shares (833,333 for Simpson, 687,500 for Hutton, 583,333 for Vennerberg, 166,667 for Baldwin, 156,250 for Petrus). This replaces the earlier arrangement of 3x lump sums with tax gross-up.
14 Dec 2009business combination▲ GoodMajor
XTO and Exxon Mobil announced a merger agreement dated December 13, 2009, in which Exxon Mobil will issue 0.7098 of its shares for each XTO share. The press release calls it an all-stock deal valued at $41 billion, including $10 billion of existing XTO debt, and a 25 percent premium to XTO stockholders. It needs XTO stockholder approval and regulatory clearance, with completion expected in the second quarter of 2010. This opens the sale of the company, the thread that now dominates everything else in the history.
13 Nov 2008asset acquisition disposition● Neutral
This amendment to the Hunt completion report adds the promised financial statements and pro forma figures. The Hunt properties had revenues of $805M and revenues over direct operating expenses of $655M in 2007, and $583M and $501M in the first half of 2008 (against $374M and $300M in the first half of 2007). These exclude overhead, depreciation and tax. The pro forma statements are referenced but their figures are not shown in the text provided. The deal terms repeat the original report.
4 Sept 2008asset acquisition disposition● NeutralMajor
On September 2, 2008 XTO completed the Hunt acquisition, paying about $2.6B in cash plus 23.5 million shares (deal valued at about $4.2B, with final adjustments reflected). The properties carry 1.052 Tcfe of proved reserves (about 62% developed, versus 61% estimated at signing) and 919,409 net acres. XTO also updated its hedges: for 2009 more than 50% of expected production is hedged at $11.97/Mcfe. Hunt financial statements are promised by November 14, 2008. This resolves the Hunt thread opened in June.
24 July 2008material agreement● NeutralMajor
On July 18, 2008 XTO agreed to buy Barnett Shale properties in eight Texas counties from Hollis R. Sullivan, Inc. and other owners for $800M. XTO's engineers estimate over 300 Bcfe of proved reserves (25% developed), initial production of 35 MMcfe/day and 12,900 net acres next to its existing Barnett operations. Closing is due by October 1, 2008 subject to the antitrust waiting period, funded by proceeds of a July 2008 common stock offering, long-term notes and commercial paper. This adds to the Barnett position from the 2005 Antero deal; the stock offering is mentioned but its size is not given here.
18 July 2008asset acquisition disposition● NeutralMajor
On July 15, 2008 XTO closed the Headington Bakken purchase, paying $1.05B in cash plus the 11,742,391 shares (deal valued at about $1.8B, subject to post-closing adjustments), for 352,000 net acres and 68 MMboe of proved reserves per XTO's engineers. It also agreed to buy 100,000 more net undeveloped Bakken acres and 400 barrels a day of production for about $115M, and on July 17 raised its revolving credit facility by $340M to $2.84B. This resolves the pending Headington thread, and the cash paid is slightly lower than the roughly $1.06B stated at signing.
12 June 2008capital raising announcement● NeutralMajor
On June 9, 2008 XTO agreed to buy the privately held Hunt Petroleum companies (Hunt Petroleum Corporation, Hassie Hunt Exploration Company and Hassie Hunt Production Company) for about $4.186B: roughly $2.6B in cash plus 23.5 million XTO shares valued at about $1.586B ($67.50 each). XTO's own engineers estimate 1.052 Tcfe of proved reserves (about 61% developed), mostly in its Eastern Region (East Texas and Louisiana, 70% of reserves), plus 15,000 net Bakken acres and North Sea non-operating interests. Closing is due by September 3, 2008 subject to the antitrust waiting period, with the cash funded from cash flow, commercial paper and debt markets. XTO also raised its 2008 production growth target to 28-30% (from 23%) and hedged 100 MMcf/day of gas for 28 months at $11.08 and added oil hedges for the Headington Bakken deal. This is a much larger deal than Headington and sits alongside it.
30 May 2008capital raising announcement▲ GoodMajor
On May 23, 2008 XTO agreed to buy Bakken Shale properties in Montana and North Dakota from Headington Oil Company and other owners for about $1.85B: roughly $1.06B in cash plus 11,742,391 XTO shares valued at about $790M ($67.35 each). The deal covers 352,000 net acres (about 215,000 undeveloped), with XTO's own engineers estimating 68 million barrels of oil equivalent of proved reserves and current output of 10,000 barrels a day (88% oil). Closing is due by July 15, 2008, subject to antitrust waiting-period expiry, with cash funded from cash flow and commercial paper. This is a new oil-weighted area, unlike the gas-heavy Dominion deal.
7 Feb 2008debt financing● NeutralMajor
On February 6, 2008 XTO raised its revolving credit commitments from $2.0B to $2.5B (extendable by up to $1B more) and pushed maturity one year to April 1, 2013. Its Bank of America term loan grew from $300M to $500M with the same new 2013 maturity, with $300M borrowed at that date. It also signed a new $100M five-year unsecured term loan with Royal Bank of Scotland Finance (Ireland), maturing February 5, 2013. Nothing was drawn on the revolver. This builds on the March 2007 amendments.
16 Nov 2007dividend declaration▲ GoodMajor
On November 14, 2007 the board declared a five-for-four stock split, with a 12-cent quarterly dividend per share maintained, which the company says is effectively a 25% dividend increase. Holders of record on November 28, 2007 get one extra share for every four held, with about 484 million shares outstanding afterwards. It also set a 2008 budget of $2.6B for development and exploration plus $400M for pipelines and facilities, aiming for 17% production growth in 2008 (up from the 15% target set earlier).
13 Nov 2007asset acquisition disposition● Neutral
A second amendment to the Dominion completion report, filed November 13, 2007. Its text and the Dominion revenue and operating expense statements shown match Amendment No. 1 (2006 revenues $636M; revenues over direct operating expenses $510M). The truncated text does not show what changed, so no new substance can be identified from what is shown.
12 Oct 2007asset acquisition disposition● Neutral
This amendment to the August 2007 report on the completed $2.5B Dominion purchase adds the financial statements and pro forma figures that were promised by October 14, 2007. Dominion's properties had revenues of $636M and revenues over direct operating expenses of $510M in 2006, and $283M and $213M in the first half of 2007 (against $333M and $269M in the first half of 2006). These figures exclude overhead, depreciation and tax. It also now says post-closing adjustments will be made within eight months (previously twelve) and that the commercial paper used was repaid from $1.0B of senior notes issued in August 2007.
6 Aug 2007asset acquisition disposition▲ GoodMajor
XTO completed the Dominion purchase on July 31, 2007 at $2.5B, which resolves the June agreement. It was funded by 17.25 million shares issued in June 2007 for net proceeds of $1.0B, $1.25B of senior notes issued in July 2007, and commercial paper borrowings. Post-closing adjustments will be made within twelve months, and the reserve figures remain XTO's own internal estimates (1.06 Tcfe). Financial statements and pro forma information for the acquisition were not included and are due by amendment by October 14, 2007.
4 June 2007material agreement▲ GoodMajor
On June 1, 2007 XTO agreed to buy gas and oil properties from Dominion for $2.5B, in the Rocky Mountains (mainly Uinta Basin), San Juan Basin and South Texas. XTO's engineers estimate 1.06 Tcfe of proved reserves (64% developed, about 95% gas), adding about 200 MMcfe/d, and XTO would operate 70%. Closing was scheduled for early August 2007, subject to antitrust waiting-period expiry, with funding expected from equity, long-term senior notes and commercial paper. XTO raised its 2007 production growth target to 15% from 10%, set 15% for 2008, and said it intends to review its properties for selective inclusion in a master limited partnership with initial capitalisation above $500M. This is the largest deal in the context since Antero ($903M).
23 Mar 2007debt financing▲ GoodMajor
On March 19, 2007 XTO amended its April 2005 revolver, raising commitments from $1.5B to $2B (with room to add up to $1B more) and lifting the debt-to-capitalisation limit from 60% to 65%; nothing was drawn at that date. The same day the $300M term loan with Bank of America was amended to match, with maturity extended two years to April 1, 2012 and a lower spread on Eurodollar loans. The revolver is also described as a backup for commercial paper. This expands the 2005 Antero-era facilities.
2 Nov 2006material agreement● Neutral
On October 27, 2006 XTO set up a $1.5B commercial paper program with Lehman Brothers, Citigroup, Goldman Sachs and JPMorgan Securities as dealers, with JPMorgan Chase as paying agent. Notes can run up to 397 days, and borrowings under the program reduce room on the revolving credit facility dollar for dollar. No notes had been issued yet. Proceeds are intended for general corporate purposes, including reducing bank debt, working capital and acquisitions. This adds a new short-term funding source alongside the revolver.
18 May 2006material agreement termination● NeutralMajor
At the May 16, 2006 annual meeting shareholders approved the Amended and Restated 2004 Stock Incentive Plan (9,750,000 more shares, 33,750,000 in total after the 2005 split, with full-value awards capped at 2,500,000) and an increase in authorised common stock to 1,000,000,000 shares. They also elected four directors and ratified KPMG as auditor. The compensation committee approved mid-year bonuses payable June 1, 2006 (Simpson $14,000,000, Hutton $1,600,000, Vennerberg $1,300,000, Baldwin $375,000, Petrus $340,000) and new employment agreements for Simpson, Hutton and Vennerberg. Simpson's replaces his 2000 agreement, which ended May 16, 2006. The agreements keep the three-times-pay lump sum on a change in control or termination without cause, plus the tax gross-up.
2 Feb 2006dividend declaration▲ GoodMajor
On January 27, 2006 XTO's board declared a dividend of 0.0596 Hugoton Royalty Trust units per XTO share, distributing all the HGT units XTO owns (the release says 21.7 million units, valued at about $830M or $2.28 per share). Record date is April 26, 2006, mailed May 12, 2006. XTO also said it will consider selling its underlying property interests in HGT and Cross Timbers Royalty Trust to a qualified buyer if sufficient consideration is achieved, and expects to redeploy any proceeds into acquiring more oil and gas assets. This is a new one-off payout in units, separate from the regular cash dividend.
2 Feb 2006drilling progress report▲ GoodMajor
On January 27, 2006 the board approved a 2006 development and exploration budget of $1.7B, plus $100M for pipelines, compression and processing facilities. It targets 10-12% production growth over 2005 levels, with 1,050 wells (865 net) and about 735 (620 net) workovers and recompletions. Allocations: Eastern Region $700M, Barnett Shale $350M, San Juan/Raton/Uinta $200M, Permian $240M, Arkoma/Mid-Continent $140M, exploration and leasing $70M. This is about double the $850M 2005 budget.
18 Nov 2005material agreement● Neutral
On November 14, 2005 the compensation committee set new salaries effective December 1: Simpson $1,200,000, Hutton $675,000, Vennerberg $540,000, Baldwin $360,000, Petrus $340,000. It also approved bonuses of $17,000,000 for Simpson, $1,500,000 for Hutton, $1,200,000 for Vennerberg, $350,000 for Baldwin and $275,000 for Petrus. On November 15 the board authorised indemnification agreements with directors and named and certain other officers, covering expenses and claims arising from their service.
