XTO Energy Inc. Announces Offers to Purchase Debt Securities for Cash
IRVING, Texas--(BUSINESS WIRE)-- XTO Energy Inc. ("XTO"), a wholly owned subsidiary of Exxon Mobil Corporation ("ExxonMobil") (NYSE: XOM), announced today the commencement of cash tender offers (each, a "Change of Control Offer") for any and all of its outstanding 71/2% Senior Notes Due 2012 (CUSIP No. 98385XAA4) and 61/4% Senior Notes Due 2013 (CUSIP No. 98385XAC0) (collectively, the "Securities"). The Securities are fully and unconditionally guaranteed by ExxonMobil, although such guarantee may be revoked in certain circumstances.
The Change of Control Offers are being made pursuant to the indentures governing the Securities, which require XTO to offer to purchase the Securities upon the occurrence of a change of control. The merger by which XTO became a wholly owned subsidiary of ExxonMobil was completed on June 25, 2010 (the "Merger"), and constituted a change of control of XTO under such indentures.
Each Change of Control Offer will commence on July 12, 2010 and expire at 5 p.m. Eastern time, on August 6, 2010 (the "Expiration Date"). The purchase price to be paid for any Securities that are validly tendered and not validly withdrawn pursuant to either Change of Control Offer will be 101% of the principal amount of such Securities, plus accrued and unpaid interest up to, but not including, the purchase date for the Change of Control Offer, which will be August 13, 2010 for each Change of Control Offer.
The Change of Control Offers are being made pursuant to an Offer to Purchase dated July 12, 2010 and a related Letter of Transmittal, which set forth a more detailed description of the Change of Control Offers, the Merger and ExxonMobil's guarantee of the Securities. Holders of the Securities are urged to read carefully the Offer to Purchase and Letter of Transmittal before making any decision with respect to the Change of Control Offers.
In order to receive the purchase price payable pursuant to either Change of Control Offer, holders of Securities must validly tender their Securities prior to the Expiration Date and not validly withdraw their Securities prior to 5 p.m. Eastern time on August 10, 2010 (the "Withdrawal Date"). Prior to the Withdrawal Date, Securities tendered may be withdrawn at any time by following the procedures described in the Offer to Purchase.
The obligation of XTO to accept for purchase and to pay the purchase price and the accrued and unpaid interest on Securities purchased pursuant to either Change of Control Offer is not subject to any minimum tender condition, and neither Change of Control Offer is conditioned on completion of the other Change of Control Offer.
The Bank of New York Mellon Trust Company, N.A. ("BNY Mellon") is serving as depositary for the Change of Control Offers. Questions regarding the Change of Control Offers may be directed to BNY Mellon at (212) 815-5920. Requests for assistance or additional copies of the Offer to Purchase and related Letter of Transmittal may be directed to XTO at (800) 299-2800 (toll free) or (817) 870-2800.
This news release shall not be construed as an offer to purchase or a solicitation of an offer to purchase any of the Securities or any other securities. None of XTO, ExxonMobil or BNY Mellon makes any recommendations as to whether holders of the Securities should tender their Securities pursuant to the Change of Control Offers.
ExxonMobil, the largest publicly traded international oil and gas company, uses technology and innovation to help meet the world's growing energy needs. ExxonMobil holds an industry-leading inventory of resources, is the largest refiner and marketer of petroleum products, and its chemical company is one of the largest in the world. For more information, visit www.exxonmobil.com.
Source: Exxon Mobil Corporation
Released July 12, 2010