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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.