XTO, a wholly owned subsidiary of Exxon Mobil, announced the commencement of cash tender offers for any and all of its outstanding 7½% Senior Notes Due 2012 (CUSIP No. 98385XAA4) and 6¼% 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, 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 The purchase price to be paid for any Securities that are validly tendered and not validly withdrawn pursuant to either Change of Control Offer will be 101% of the principal amount of such Securities, plus accrued and unpaid interest up to, but not including,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. Prior to the Withdrawal Date, Securities tendered may be withdrawn at any time by following the procedures described in the Offer to Purchase.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.
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