XTO ENERGY INC

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.

business combination

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.

business combination

XTO ENERGY INC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

XTO ENERGY INC's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

security holder rights change

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.

business combination

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.

business combination

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.

business combination

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.

business combination

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.

asset acquisition disposition

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.

material agreement

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.

asset acquisition disposition

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.

capital raising announcement

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.

capital raising announcement

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.

debt financing

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).

dividend declaration

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.

asset acquisition disposition

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).

material agreement

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.

debt financing

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.

material agreement termination

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.

dividend declaration

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.

drilling progress report

On October 24, 2005 XTO signed a ten-year firm transportation deal (dated October 18) with CenterPoint Energy Gas Transmission on a new 168-mile pipeline between the Carthage Hub in East Texas and the Perryville Hub in northeast Louisiana, possibly ready as early as winter 2006-2007. XTO commits to 600,000 MMBtu/day and a minimum monthly fee of $2.6M plus fuel of 0.8% to 1.6%. This adds to the July pipeline commitment, and the filing says it supports production growth in north and east Texas.

material agreement

On July 5, 2005 XTO agreed to a ten-year firm gas transportation deal with Energy Transfer Fuel, LP on a new 264-mile North Texas to East Texas pipeline, expected to be complete in 2007. Once built, XTO pays a minimum monthly fee of about $2.1M rising to about $4.1M by year four. The filing says this accommodates planned Freestone Trend and Barnett Shale growth and lifts takeaway capacity to 1.10-1.45 Bcf/d by the end of the decade.

material agreement

XTO closed the Antero acquisition on April 1, 2005. Final consideration was $685M, with 13,333,333 shares and 2,000,000 warrants at $27.00 issued after the split adjustment, and the cash funded from the senior revolving credit facility. XTO also assumed $175M of debt tied to the midstream pipeline assets and another $43M for development, bringing the purchase price to $903M. XTO's engineers estimate 440 Bcf proved reserves, with production about 65 MMcf/d and 66,000 net acres (up from 61,000). This resolves the pending Antero deal.

business combination

On April 1, 2005 XTO replaced its February 2004 revolver with a new $1.5B five-year revolving credit agreement with J.P. Morgan Chase as agent, due April 1, 2010 and expandable to $2B. $840M was already drawn, primarily for the Antero acquisition. The same day the November 2004 $300M term loan was amended to match the new revolver's covenants. This continues the Antero funding thread: bank borrowing is up.

debt financing

On March 22, 2005 XTO signed a second amendment to the Antero merger agreement. The share and warrant numbers were restated for the March 15, 2005 four-for-three split: 13,333,333 shares and warrants for 2,000,000 shares at $27.00, with the $337.5M cash unchanged. A second merger step into XTO Barnett LLC is added to make the deal a tax-free reorganization, and the consideration is reallocated among Antero's holders, who elect stock or cash. Closing is still expected on or before April 1, 2005.

business combination

On February 3, 2005 XTO amended its January 2005 Antero merger agreement so that it also acquires the gas gathering system of Antero Resources Pipeline, L.P. (Tarrant, Wise and Denton counties, Texas) at a deemed price of $175M. The $337.5M cash, 10,000,000 shares and 1,500,000 warrants at $36.00 are unchanged, but the Antero debt XTO assumes at closing is adjusted accordingly. Closing is still expected on or before April 1, 2005, subject to antitrust clearance.

business combination

On January 9, 2005 XTO agreed to buy Antero Resources Corporation, a private Barnett Shale (Fort Worth Basin) producer, for about $685M: roughly $337.5M cash, 10,000,000 XTO shares, and warrants for 1,500,000 shares at $36.00 for five years. XTO estimates 440 Bcf of proved reserves (about 41% developed) and 60 MMcf/d of production, and expects to close on or before April 1, 2005, subject to antitrust waiting-period expiry. The cash is expected to come from cash flow and bank credit facilities. The new shares and warrants will dilute existing holders. This builds on the Barnett Shale acreage XTO obtained in the August 2004 related-party swap.

business combination

On November 10, 2004 XTO signed a new five-year, unsecured $300M term loan with Bank of America and a group of banks, due April 1, 2010, at LIBOR plus 0.75%. The proceeds were used to repay amounts owed under its existing 5-year revolving credit facility, the facility that helped fund the ChevronTexaco purchase. This replaces part of the revolver borrowing with a fixed-term loan rather than adding to total borrowing.

debt financing

XTO filed the financial statements and pro forma figures for the August 2004 ChevronTexaco purchase, which it had said were due by November 1, 2004. The acquired properties had revenues of $339.4M and revenues over direct operating expenses of $227.6M in 2003, and $129.7M in the first half of 2004. The filing also discloses that in August 2004 XTO swapped $37.8M of mainly ChevronTexaco-sourced interests for 19,000 net Barnett Shale acres plus $25.4M of other consideration with companies owned by the adult children and a brother of CEO Bob Simpson. The related parties also exercised an option on October 27, 2004 to buy other acquired properties for $12.8M. Lehman Brothers gave the board a fairness opinion. Reserves of the acquisition were reduced by 29.4 Bcf of gas and 3.19 million barrels of oil as a result. This closes the financial-statement item and adds a related-party transaction.

asset acquisition disposition

XTO agreed on September 20, 2004 to sell $350 million of unsecured 5.00% senior notes due January 31, 2015 in a private placement at 99.918% of par, closing September 23, 2004. Terms require XTO to later swap them for registered notes. The filing does not state how the proceeds will be used.

debt financing

XTO closed its purchase of properties from ChevronTexaco on August 16, 2004 for $912 million, including a $110 million deposit paid in May 2004. XTO's engineers estimate 732 Bcfe of reserves acquired, adding about 88 million cubic feet of gas and 14,000 barrels of oil a day, and opening coal bed methane in the Rockies and a South Texas region. Funding came from bank credit facilities and the May 2004 stock sale; financial statements and pro forma figures are due by November 1, 2004, and price adjustments follow within twelve months.

asset acquisition disposition

XTO raised its quarterly cash dividend 400%, from 1 cent to 5 cents per share, payable October 15, 2004 to holders of record September 30, 2004. The board also authorised buying back up to 15 million shares (about 6% of shares outstanding), replacing the unused May 2000 authorisation.

dividend declaration

XTO ENERGY INC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice