White Card Presentation + EO Video #3

SoftVest, L.P., Horizon Kinetics LLC, And ART-FGT Family Partners Publish Materials For Investors Of Texas Pacific Land Trust

Eric Oliver Also Releases New Video

PR Newswire

DALLAS, April 23, 2019

DALLAS, April 23, 2019 /PRNewswire/ — SoftVest, L.P., Horizon Kinetics LLC and ART-FGT Family Partners, which collectively beneficially own over 25% of the outstanding shares of Texas Pacific Land Trust (NYSE: TPL), released today a presentation highlighting the need for change at TPL, and Eric Oliver’s actionable plan to maximize value for TPL investors. 

Eric Oliver also released a new video addressing the incumbent Trustees’ refusal to deliver a copy of the NOBO list and previously undisclosed conflicts of interest of the incumbents’ initial choice of trustee. 

The presentation and video are now available at https://horizonkinetics.com/tpl/.

TPL investors with any questions about voting their shares should contact D.F. King, SoftVest LP’s proxy solicitor, by phone (212-269-5550) or e-mail (TPL@dfking.com).

White Card Calls, Again, For NOBO List

SoftVest, L.P., Horizon Kinetics LLC, and ART-FGT Family Partners Issue Open Letter to Trustees of Texas Pacific Land Trust

As established here over the weekend, sharing this list appears to be common practice.

Strong call for C Corp conversion below.

Ultimately, and more importantly, your counsel’s letter makes clear in a very concrete and vivid manner the point we have been making all along: TPL must immediately convert into a Delawarecorporation, as permitted under its declaration of trust.  If TPL were a Delaware corporation we would not be having this surreal exchange regarding the NOBO list, as Delaware law makes clear that corporations not only have the right to provide a NOBO list to investors, but they have a legal obligation to their shareholders to do so. 

Letter From Gen. Cook; Video Inbound

14a Filing

Video details:

“TPL shareholders deserve to hear directly from me, and I look forward to answering their questions and addressing what is at stake during this important election,” said General Cook. “While serving on the boards of numerous large public and private companies over the years, one critical lesson I learned is that, at the helm of any successful company, you will find directors who are knowledgeable, professional, experienced in governance and committed to carefully evaluating a company’s growth strategy.”

Shareholders can view the video Q&A on Thursday, April 25 by visiting http://www.TrustTPL.com at 11:00 a.m. CT. A replay will be available beginning on Friday, April 26 on the website for those who are not able to tune in on Thursday. Shareholders who desire more information about General Cook’s background and his vision for TPL are encouraged to submit questions via email at AskGeneralCook@tpltrust.com by Wednesday, April 24 at 5:00 p.m. CT and to visit http://www.TrustTPL.com

Letter highlight:

I agree with the shareholders who made their voices heard in recent months and believe that what is needed most at this point in TPL’s history is expertise in corporate governance, with a focus on ensuring that the TPL team has the right resources and oversight to continue working safely and effectively. An understanding of the E&P landscape may be relevant, but as TPL expands its water services business and considers all aspects of its future, what is more important is a Trustee who has experience evaluating a wide range of situations, strategies and options for a ~$7 billion market cap public company. As a highly-experienced public and private company director, I have participated in several processes to prudently consider strategic options. In all modesty, I am the only nominee that brings that kind of experience to TPL.

More transparency from the Trust. Will submit some questions and will certainly watch.

List Sharing

I’m told that communication from BLUE to sub-unit holders has occured.  Any calls from WHITE yet?

The last we heard about the sharing of the non-objecting beneficial owners list was in this letter from Trust counsel.

The Trust will provide to you a list containing the names of each holder of Certificates and the amount of Certificates registered in the name of each such holder as of the close of business on March 28, 2019 as required by Section Fourth of the Declaration of Trust, solely for the purposes specified in the Letter. This list is enclosed herein as Exhibit A.

As for the remaining materials you requested, the Trust is willing to provide such materials, provided that the Trust has the legal authority to share such information. As you will understand, the Trustees cannot share the private contact information of thousands of individual holders without their consent unless there is a legal authority to do so. In your Letter, you reference “common law” as the sole basis for your request. We assume your legal counsel has conducted extensive legal research in support of your claim and, in order to expedite your request and reduce costs for the Trust, please provide us with legal authority, such as case law or treatises, applicable to the Trust. We look forward to hearing from you on this.

Alternatively, we would like to point you to Rule 14a-7 under Regulation 14A promulgated under Section 14 of the Securities Exchange Act of 1934, as amended, which requires the Trust to mail any and all materials of yours upon your request. Please let us know should you be interested in submitting a demand under Rule 14a-7. We would promptly comply with any such demand.

So it appears as if WHITE got holder names but not contact info.

I’m no lawyer but it looks like courts have decided in the past that ALL shareholder NOBO information is elegible to be shared.  Again, I have no idea about the exact set of laws (NY? Texas?) to which the Trust is subject.  That said, there is precident for Deleware C Corps being compelled to share.  It appears to be common practice to request this information in proxy fights.

The Nevada Supreme Court has not ruled on this topic. Several cases from Delaware, however, are instructive. In Shamrock Assoc’s. v. Texas American Energy Corp., 517 A.2d 658 (Del.Ch.1986) the plaintiff had begun a proxy fight against the defendant’s incumbent management. In so doing, the plaintiff made a demand for the stock ledger, and also demanded access to the NOBO list which the corporation had acquired to contact its shareholders. The defendant refused to deliver the NOBO list, claiming among other things that Delaware law only required delivery of the stock ledger, and that any other material, such as a NOBO list, was merely ancillary, and need not be produced.

The Delaware court rejected this argument. In interpreting the relevant section of the Delaware Code, the court found it had repeatedly recognized that “the stock-list materials provided to a shareholder should include all of those forms of shareholder data readily available to the corporation.” Id., at 661. If the corporation were allowed to shield the names of the actual owners of the corporation from other shareholders, the court found, it would have an unfair advantage in the proxy solicitation battle. Id. (citing Hatleigh, supra, pg. 1146, at 354-55). By requiring the corporation to divulge all of the shareholder information in its possession, the court concluded that the goal of fairness in proxy solicitation would be effectuated. Therefore, the court ordered that the defendant allow the plaintiff access to any NOBO list which the corporation might have acquired in the course of proxy solicitation. In addition, the court impliedly held that the plaintiff would be allowed access to all other forms of ancillary shareholder information used by the corporation to contact its shareholders, such as Cede & Co. breakdowns and magnetic tapes. Id; see also Scott v. Multi-Amp Corp., 386 F. Supp. 44, 51 (D.N.J.1974); Hatleigh, supra, pg. 1146.

Based upon the preceding authority, it appears that Bryson is entitled to inspect all materials which Cenergy uses regularly to communicate with its shareholders. This would include the NOBO list, as well as any Cede & Co. breakdowns and computer records which Cenergy has in its possession. Cenergy argues, however, that the Court cannot read the Nevada statute as to allow this broader type of inspection rights, for the Nevada Supreme Court has given this statute a very narrow construction. In that the state’s highest court has narrowly construed the inspection *1148 rights, Cenergy argues that this Court must similarly construe them.