Hugoton Royalty Trust 8-K, filed Apr 3, 2020
Hugoton Royalty Trust (HGTXU)
About this 8-K
Hugoton Royalty Trust filed this 8-K on April 3, 2020, reporting on events of April 1, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 1, 2020
HUGOTON ROYALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
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Texas |
1-10476 |
58-6379215 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Simmons Bank Trustee 2911 Turtle Creek Blvd, Suite 850 Dallas, Texas |
75219 |
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(Address of Principal Executive Offices) |
(Zip Code) |
(855) 588-7839
(Registrant's Telephone Number Including Area Code)
NONE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading symbol |
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Name of each exchange on which registered |
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Units of Beneficial Interest |
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HGTXU |
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OTCQX |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On April 3, 2020, Simmons Bank, the trustee of Hugoton Royalty Trust (the “Trust”), issued a news release with respect to an unsolicited tender offer made on April 1, 2020 by XTO Energy. A copy of the news release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 News Release dated April 3, 2020.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HUGOTON ROYALTY TRUST |
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By: |
SIMMONS BANK, TRUSTEE |
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Date: April 3, 2020 |
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By: |
/s/ NANCY WILLIS |
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Nancy Willis |
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Vice President |
EXHIBIT 99.1
[NEWS RELEASE LETTERHEAD OF HUGOTON ROYALTY TRUST APPEARS HERE]
HUGOTON ROYALTY TRUST
CONFIRMS RECEIPT OF UNSOLICITED TENDER OFFER
Dallas, Texas, April 3, 2020 – Simmons Bank, as Trustee of the Hugoton Royalty Trust (OTCQX:HGTXU) (the “Trust”), today confirmed that it has received notice that XTO Energy Inc. has commenced an unsolicited tender offer to acquire the outstanding units of beneficial interest of the Trust for a price of $0.20 per unit.
On or before April 14, 2020, the Trustee will file with the Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9 to advise you as to whether the Trustee recommends acceptance or rejection of the tender offer, expresses no opinion and remains neutral to the tender offer, or is unable to take a position with respect to the tender offer, and the reasons for that position or inability to take a position.
The Trustee requests that you defer making a determination whether to accept or reject the tender offer until you have been advised of the Trustee’s position with respect to the tender offer.
For more information on the Trust, please visit our web site at www.hgt-hugoton.com.
Statements made in this press release regarding future events or conditions are forward looking statements. Actual future results, including development costs and future net profits, could differ materially due to changes in natural gas prices and other economic conditions affecting the gas industry and other factors described in Part I, Item 1A of the Trust's Annual Report on Form 10-K for the year ended December 31, 2019.
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The Trustee may file a solicitation/recommendation statement on Schedule 14D−9 with the U.S. Securities and Exchange Commission (“SEC”). Any solicitation/recommendation statement filed by the Trustee that is required to be mailed to unitholders will be mailed to unitholders of the Trust. INVESTORS AND UNITHOLDERS OF THE TRUST ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and unitholders will be able to obtain free copies of these documents (when available) and other documents filed with the SEC by the Trust through the web site maintained by the SEC at http://www.sec.gov. In addition, this document and other materials related to XTO Energy Inc.’s unsolicited proposal may be obtained from the Trustee free of charge by directing a request to the Trustee by phone at (855) 588-7839 or via email at trustee@hgt-hugoton.com.
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Contact: |
Nancy Willis Vice President Simmons Bank, Trustee 855-588-7839 |