This Amendment No. 4 (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.
Items 1 through 9, and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
The Offeror is filing this Amendment to report the results of the Offer, which expired at 5:00 p.m., New York City time, on Tuesday,
May 26, 2020.
As of the Expiration Date, 7,001,336 Units (excluding 55 Units with respect to which Notices of Guaranteed
Delivery were delivered) had been validly tendered and not withdrawn, representing approximately 17.5% of the outstanding Units. The Minimum Condition has not been satisfied and the Offeror has not exercised its right to waive the Minimum
Condition. Accordingly, the Offer has expired in accordance with its terms.
No Units were purchased by the Offeror in the Offer, and the
Offeror has instructed the Depositary to promptly return all Units previously tendered and not withdrawn.