This Amendment No. 1 (this Amendment) amends and supplements the
Tender Offer Statement on Schedule TO filed by XTO Energy Inc., a Delaware corporation (the Offeror), with the U.S. Securities and Exchange Commission on April 1, 2020 (together with any subsequent amendments and supplements
thereto, the Schedule TO). The Schedule TO relates to the offer by the Offeror to purchase all outstanding units of beneficial interest (the Units), in Hugoton Royalty Trust, a Texas express trust (the
Trust), at $0.20 per Unit, net to the seller in cash, without interest but subject to any withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 1, 2020 (the
Offer to Purchase), and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO (which, together with any amendments or supplements thereto,
collectively constitute the Offer).
Except as otherwise set forth in this Amendment, the information set forth in the
Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11.
Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented as follows:
(a) Section 8 (Certain Information Concerning the Trust) of the Offer to Purchase is hereby amended by deleting the last two
sentences under the subheading Chieftain Arbitration and replacing them with the following:
The Chieftain Arbitration
panel has been selected and the hearing regarding whether the Trusts portion of the Chieftain settlement amount is a production cost was scheduled for April 27, 2020 but has been postponed due to a continuance granted by the
arbitrators at the request of the Offeror related to the coronavirus pandemic to a date still to be determined.
(b) Section 15
(Conditions to the Offer) of the Offer to Purchase is hereby amended by replacing the phrase sole judgment in subclause (A) and subclause (C) of the second sentence with the following:
reasonable judgment.
(c) Section 15 (Conditions to the Offer) of the Offer to Purchase is hereby amended by adding the following after the word
threatened in subclause (A) and subclause (B) of the second sentence:
in writing.
(d) Section 15 (Conditions to the Offer) of the Offer to Purchase is hereby amended by deleting the phrase (including
any action or inaction by the Offeror or any of its affiliates) in the second sentence.
(e) Section 15 (Conditions to
the Offer) of the Offer to Purchase is hereby amended by deleting the penultimate sentence and replacing it with the following:
The failure by the Offeror at any time to exercise its rights under any of the foregoing conditions shall not be deemed a waiver of any
such rights, and each such right shall be deemed an ongoing right which may be asserted at any time or from time to time, in each case subject to the applicable rules and regulations of the SEC.
(f) Section 15 (Conditions to the Offer) of the Offer to Purchase is hereby amended by inserting the following at the end of
the last sentence:
, subject to a unitholders right to challenge the Offerors determination in a court of
competent jurisdiction.