UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
HUGOTON
ROYALTY TRUST
(Name of Subject Company (Issuer))
XTO ENERGY INC.
(Offeror)
(Names of Filing Persons)
Units of Beneficial Interest
(Title of Class of Securities)
444717102
(CUSIP Number of Class of Securities)
Staale Gjervik
XTO Energy
Inc.
22777 Springwoods Village Pkwy.
Spring, Texas 77389
Telephone: (817) 870-2800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
George
R. Bason, Jr., Esq.
William J. Chudd, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New
York, New York 10017
Telephone: (212) 450-4000
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$8,000,000.00
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$1,038.40
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*
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Estimated solely for purposes of calculating the filing fee pursuant to Rule
0-11(d) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The Transaction Valuation assumes the purchase of all outstanding units of beneficial interest in Hugoton
Royalty Trust (the Units) and was calculated by multiplying (i) 40,000,000, which is the total number of outstanding Units and (ii) $0.20, which is the per Unit tender offer price. The number of outstanding Units is reported in
the subject companys Annual Report on Form 10-K for the period ended December 31, 2019.
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**
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The amount of the filing fee was calculated in accordance with Rule 0-11
of the Exchange Act and Fee Rate Advisory # 1 for Fiscal Year 2020 issued by the Securities and Exchange Commission, by multiplying the Transaction Valuation by 0.0001298.
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Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Not applicable.
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Filing Party:
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Not applicable.
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Form or Registration No.:
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Not applicable
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Date Filed:
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Not applicable.
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☒
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐