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| XTO > SEC Filings for XTO > Form 8-K/A on 13-Nov-2008 | All Recent SEC Filings |
13-Nov-2008
Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity
On September 2, 2008, XTO Energy Inc. and its wholly-owned subsidiaries completed a previously announced acquisition, through a merger, of privately held Hunt Petroleum Corporation, Hassie Hunt Exploration Company and Hassie Hunt Production Company (collectively "Hunt") for cash and equity consideration valued at approximately $4.2 billion. Consideration in the transaction included approximately $2.6 billion cash and 23.5 million shares of XTO Energy Inc. common stock, par value $0.01 per share. The Company filed a prospectus supplement to its currently effective shelf registration statement on Form S-3 with respect to the shares of common stock. Funding of the cash portion of the transaction was provided through a combination of operating cash flow, commercial paper and capital market transactions. The final consideration reflected typical adjustments.
The Hunt oil and gas properties are primarily concentrated in XTO's Eastern Region, including East Texas and central and northern Louisiana, where 70% of the reserves are located. Another 28% of the reserves, which are onshore and offshore, are located along the Gulf Coast of Texas, Louisiana, Mississippi and Alabama. The Company also gained additional leasehold in the Bakken Shale region of North Dakota and non-operating interests in the North Sea. The Company's internal engineers estimate proved reserves to be 1.052 trillion cubic feet of natural gas equivalent (Tcfe), of which approximately 62% are proved developed. Daily production from the properties currently totals approximately 197 million cubic feet (MMcf) of natural gas, 8,500 barrels of oil and 2,300 barrels of natural gas liquids. Total acreage for both the producing properties and undeveloped leasehold is 919,409 net acres.
The foregoing description of the acquisition is qualified in its entirety by reference to the Acquisition Agreement attached as Exhibit 2.2 to Form 8-K filed by the Company on July 18, 2008.
As part of the consideration for the acquisition through a merger of Hunt Petroleum Corporation, Hassie Hunt Exploration Company and Hassie Hunt Production Company described in Item 2.01, the Company issued 23.5 million shares of common stock. The shares were issued at closing without registration under the Securities Act of 1933 in reliance on an exemption from registration under Section 4(2) of the Securities Act. The Company filed a prospectus supplement on September 2, 2008, to its existing shelf registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act covering the shares.
Statements made in this Form 8-K, including those relating to proved reserve and
daily production are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements are based on assumptions and estimates
that management believes are reasonable based on currently available
information; however, management's assumptions and the Company's future
performance are both subject to a wide range of business risks and uncertainties
and there is no assurance that these goals and projections can or will be met.
Any number of factors could cause actual results to differ materially from those
in the forward-looking statements, including, but not limited to, the
availability of drilling equipment and technical personnel, the timing and
results of drilling activity, higher than expected production costs and other
expenses, adverse weather conditions, including hurricanes and other tropical
storms, and ability to integrate operations and personnel into the Company. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements. Further information on risks and uncertainties is
available in the Company's filings with the Securities and Exchange Commission,
which are incorporated by this reference as though fully set forth herein.
Reserve estimates and estimates of reserve potential or upside with respect to the pending acquisitions were made by our internal engineers without review by an independent petroleum engineering firm. Data used to make these estimates were furnished by the sellers and may not be as complete as that which is available for our owned properties. We believe our estimates of proved reserves comply with criteria provided under rules of the Securities and Exchange Commission.
(a) Financial statements of businesses acquired.
The unaudited statements of combined revenues and direct operating expenses, including the notes thereto, for the assets acquired from Hunt Petroleum for the six months ended June 30, 2008 and 2007, and the audited statements of combined revenues and direct operating expenses, including the notes thereto, for the assets acquired from Hunt Petroleum for the year ended December 31, 2007, and the independents auditors' report related thereto, are attached as Exhibit 99.1 and incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined balance sheet of XTO Energy Inc. as of June 30, 2008 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2008 and 2007, and for the year ended December 31, 2007, which give effect to the Hunt Petroleum acquisition, are attached as Exhibit 99.2 and incorporated herein by reference.
(d) Exhibits.
The following exhibits are filed as part of this Current Report of Form 8-K:
Exhibit Number and Description
2.1 Acquisition Agreement dated June 9, 2008 among XTO Energy Inc., HPC Acquisition Corporation, HHEC Acquisition Corporation, Hunt Petroleum Corporation, Hassie Hunt Exploration Company and Hassie Hunt Production Company (incorporated by reference to Exhibit 2.2 to Form 8-K filed July 18, 2008)
23.1 Consent of KPMG LLP
99.1 The unaudited statements of combined revenues and direct operating expenses, including the notes thereto, for the assets acquired from Hunt Petroleum for the six months ended June 30, 2008 and 2007, and the audited statements of combined revenues and direct operating expenses, including the notes thereto, for the assets acquired from Hunt Petroleum for the year ended December 31, 2007, and the independent auditor's report related thereto.
99.2 The unaudited pro forma condensed combined balance sheet of XTO Energy Inc. as of June 30, 2008 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2008 and 2007, and for the year ended December 31, 2007, which give effect to the Hunt acquisition.
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