XTO Enters Merger Agreement to Acquire Hunt for $4.1B

XTO Energy Inc. announced that it has entered into a definitive merger agreement with privately-held Hunt Petroleum Corporation and other associated entities for $4.186 billion. Consideration in the transaction includes $2.6 billion in cash and 23.5 million shares of XTO common stock valued at approximately $1.6 billion, or $67.50 per share. XTO Energy's internal engineers estimate proved reserves on the properties to be 1.052 trillion cubic feet of natural gas equivalent (Tcfe), of which 62% are proved developed. Daily production of 197 million cubic feet (MMcf) of natural gas, 8,500 barrels of oil (Bbls) and 2,300 barrels of natural gas liquids (Bbls) will be added to XTO's production base upon closing of the transaction. The acquired properties are primarily concentrated in XTO's Eastern Region including East Texas, central and northern Louisiana, where 70% of the reserves are located. Another 28% of the reserves, both onshore and offshore, are along the Gulf Coast of Texas, Louisiana, Mississippi and Alabama. Non-operating interests, reflecting more than 300,000 net acres of potential in the North Sea and the balance of proved reserves, will also be conveyed in the deal. The Company will also gain an additional 15,000 net acres of leasehold in the Bakken Shale region of North Dakota.

"With the quality of these assets and the strong energy prices, this transaction reflects a defining moment in building our Company's future and creating value for our shareholders," stated Bob R. Simpson, Chairman and Chief Executive Officer. "Hunt Petroleum is an 80 year old, private franchise founded on long-lived legacy properties. The majority of these producing assets extend across East Texas and Louisiana where XTO is the leading natural gas producer. They are a natural complement to our operations. Given our expertise and track record, our team already recognizes tremendous upside potential. The remaining properties offer expansive opportunities for development, while generating strong production and high-margin economics. With the current outlook for commodity prices and our development plan, we have facilitated a history-making deal for XTO which should generate over $1.2 billion in cash flow next year. From an entrepreneur's perspective, we have secured a premier addition to our operating portfolio while capturing extraordinary economic returns on our investment."

"Simply put, the majority of these properties equate to a super-charged bolt-on for XTO. With our knowledge of these assets, we already see the potential to realize more than twice the allocated reserves," noted Keith A. Hutton, President. "Over the past decade, our team has aggressively developed the tight-gas sands and carbonates of our Eastern Region. The Hunt assets overlap and align with our substantial operated positions. Going into this deal, we have identified hundreds of locations to expand recovery and access the multi-pay targets -- including the Pettit, Rodessa, Travis Peak, Cotton Valley and Bossier formations. For instance, in the Freestone Trend, several fields are primed for infill development while specific acreage offsets our Gail King lease where XTO has just completed a horizontal Cotton Valley Lime well at 21 MMcf per day. Further east, the acquired leasehold includes prime positions in the emerging Haynesville Shale and James Lime horizontal plays. Along the Gulf Coast, both onshore and offshore, we are acquiring many high profile, producing properties and acreage which includes ownership in Mobile Bay Field off Alabama. Our organization, coupled with the talent and experience of the Hunt team, will assess the asset base for further development, continuing operations and other potential opportunities. The economic strength of the portfolio will allow XTO to grow the Eastern Region production by 15% per year with 35% of its cash flow and hold the Gulf Coast and Offshore production volumes flat with about 30% of its respective cash flow."

Bob R. Simpson continues, "All told, these legacy properties were discovered, acquired and developed over many decades. They have yielded robust production, reserves and income for private family interests. Now in XTO's hands, we plan to accelerate the activities and know that the assets will achieve even more."

The majority of the acquired properties, representing 48% of daily production and 114 producing fields, is located in the Company's Eastern Region of operations. In the Gulf Coast and Offshore regions, production equals about 48% of the total volumes and is focused in five dominant properties offshore and six significant onshore fields. The balance of the production is in the North Sea. Total acreage for both the producing properties and undeveloped leasehold is 919,409 net acres.

In conjunction with this transaction, the Company has initially hedged 100 MMcf per day of natural gas production, for 28 months, at a NYMEX price of $11.08 per Mcf.

The acquisition is scheduled to close on or before September 3, 2008, subject to expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Funding of the cash portion of the transaction will be provided through a combination of cash flow, commercial paper and debt capital market transactions. The number of shares of XTO common stock is not subject to adjustment. The final closing price is subject to typical adjustments.


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