This Amendment No. 2 (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 (as previously amended and 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.
(a) Items 1 through 9, and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
On April 29, 2020, the Offeror announced it has extended the Expiration Date of the Offer to 5:00 p.m., New York City time, on Tuesday,
May 12, 2020, unless the Offer is further extended or earlier terminated in accordance with the terms set forth in the Offer to Purchase. The Offer was previously scheduled to expire at one minute after 11:59 p.m., New York City time, at the end of
the day on Tuesday, April 28, 2020.
As of one minute after 11:59 p.m., New York City time, at the end of the day on Tuesday,
April 28, 2020, 5,854,525 Units (excluding 2,451 Units with respect to which Notices of Guaranteed Delivery were delivered) had been validly tendered and not withdrawn, representing approximately 14.6% of the outstanding Units.
The full text of the press release issued by the Offeror on April 29, 2020 announcing the extension of the Expiration Date is attached
hereto as Exhibit (a)(1)(vii) and is incorporated herein by reference.
(b) Amendments to the Offer to Purchase and the Other Exhibits to
Schedule TO:
The information set forth in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such
Items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:
All
references to one minute after 11:59 p.m., New York City time, at the end of the day on Tuesday, April 28, 2020 set forth in the Offer to Purchase (Exhibit (a)(1)(i)), Letter of Transmittal (Exhibit (a)(1)(ii)), Notice of Guaranteed
Delivery (Exhibit (a)(1)(iii)), Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(iv)), and Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit
(a)(1)(v)) are hereby amended and replaced with 5:00 p.m., New York City time, on Tuesday, May 12, 2020.
Item 12.
Exhibits
Items 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
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(a)(1)(vii)
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Press Release issued by XTO Energy Inc., on April 29, 2020.
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