4 June 2007securities registration● Neutral
XTO ENERGY INC filed the final prospectus for a registered offering.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
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.
14 Feb 2007substantial holder notice● Neutral
Wellington Management Company, LLP reported a XTO ENERGY INC shareholding of 22,922,912 shares (6.26% of votes) in a periodic institutional filing.
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.
30 June 2006securities registration● Neutral
XTO ENERGY INC filed a prospectus supplement covering resales by selling shareholders.
19 June 2006securities registration● Neutral
XTO ENERGY INC filed an automatic shelf registration, effective immediately as a well-known seasoned issuer.
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.
24 Mar 2006securities registration● Neutral
XTO ENERGY INC filed a free-writing prospectus - marketing material for an offering in progress.
24 Mar 2006securities registration● Neutral
XTO ENERGY INC filed a prospectus supplement for an offering off its existing shelf.
23 Mar 2006securities registration● Neutral
XTO ENERGY INC filed the final prospectus for a registered offering.
24 Feb 2006substantial holder notice● Neutral
Harris Associates L.P, Harris Associates Inc reported a XTO ENERGY INC shareholding of 12,345,549 shares (3.40% of votes) in a periodic institutional filing.
14 Feb 2006substantial holder notice● Neutral
Wellington Management Company, LLP reported a XTO ENERGY INC shareholding of 22,883,509 shares (6.30% of votes) in a periodic institutional filing.
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.
17 Nov 2005dividend declaration▲ Good
On November 15, 2005 XTO raised its quarterly dividend to 7.5 cents from 5 cents per share, payable January 13, 2006 to holders of record December 30, 2005. This is a second increase after the rise from 1 cent to 5 cents in 2004.
1 Nov 2005material agreement● NeutralMajor
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.
11 July 2005material agreement● NeutralMajor
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.
23 May 2005material agreement● Neutral
On May 17, 2005 the board raised annual retainers to $180,000 for non-employee directors (from $100,000) and $90,000 for advisory directors (from $50,000). Following promotions effective May 1, Hutton (President) goes to $625,000 salary, Vennerberg to $500,000 and Petrus to $300,000. Mid-year bonuses were approved, including $14,000,000 for CEO Bob Simpson, $800,000 for Hutton, $650,000 for Vennerberg, $300,000 for CFO Baldwin and $200,000 for Petrus.
7 Apr 2005securities registration● Neutral
XTO ENERGY INC filed a prospectus supplement for an offering off its existing shelf.
7 Apr 2005securities registration● Neutral
XTO ENERGY INC amended a filing by which it registered a securities offering with the SEC using its shelf eligibility.
5 Apr 2005business combination▲ GoodMajor
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.
4 Apr 2005debt financing● NeutralMajor
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.
28 Mar 2005business combination● NeutralMajor
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.
17 Mar 2005securities registration● Neutral
XTO ENERGY INC registered a securities offering with the SEC using its shelf eligibility.
22 Feb 2005material agreement● Neutral
On February 15, 2005 the board granted unrestricted shares under the 2004 Stock Incentive Plan to non-employee directors: 2,500 shares each to Adams, Kevil, Sherman and Simons, and 1,250 to advisory director Lane Collins. The shares vested immediately, as part of director pay; this is a small dilution.
14 Feb 2005substantial holder notice● Neutral
Wellington Management Company, LLP reported a XTO ENERGY INC shareholding of 14,322,099 shares (5.50% of votes) in a periodic institutional filing.
11 Feb 2005securities registration● Neutral
XTO ENERGY INC registered a securities offering with the SEC using its shelf eligibility.
9 Feb 2005business combination● NeutralMajor
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.