This thread is pinned to the top. The list below is based upon the comments from our original c-corp conversion open thread. The list remains very much open to edits. Comments and suggested edits welcome.
Investor Preferences in C-Corp Conversion:
- No dilution. Share issuance of any kind should be prohibited in the corporate charter. Any changes to this policy should require a significant majority vote.
- Share repurchases should remain the primary method of returning capital.
- If a dividend is necessary, it should be regular and consistent.
- Board members, including originating board members, must be voted upon by shareholders. Board terms should be of reasonable length.
- Board should be of reasonable size so as to function healthily at all times. Independent directors should outnumber executive members.
- Remain in “business of going out of business”. Primary duty of corporation is return of capital via royalty collections and asset sales.
- State limitations on additional business activity such as new business ventures and additional land/royally acquisitions.
- Executives shall be required to purchase shares via dedicated cash compensation and/or company loans to ensure that shareholder and management incentives are aligned. Executives should be required to attain and maintain some material level of ownership.
- Executive compensation should be simple and oriented towards long term results.
- Stock shall be split regularly so as to facilitate liquidity for repurchases.
- Transparency in reporting of results and material events should be commensurate with those expected of a $5B+ publicly traded corporation.
- Corporation must hold an annual meetings and be regularly open to investor communcation.
The list above was kept short deliberately. Spin-offs, head count, and other business decisions (in my opinion) should be the responsibility of directors and management with interests and incentives that are aligned with those of shareholders (TPL 2.0).
No, not TPL (right now), but good information nonetheless. This ‘skin in the game’ ethos gets me fired up.
Mr. Goff first reported a stake in Contango last summer. He bought more than 18% of the company’s shares when they were trading for more than $4 and pushed the company to cut costs, particularly at its headquarters.
Messrs. Goff and Colyer joined the company’s board in August 2018. Mr. Colyer, who was 33 years old at the time and has worked at Mr. Goff’s side for more than a decade, assumed the CEO role. His first move was to cut his own salary in half.
“We’re going to eat our own cooking and keep costs low and try to get the upside,” Mr. Colyer said in an interview.
Messrs. Goff and Colyer said that in addition to running a lean operation in Contango’s Houston headquarters, they are hoping to grow without spending much on drilling, aiming instead to gather wells that are already producing oil and gas.
“There’s a whole host of avenues to grow without drilling holes in the ground,” Mr. Goff said.
DALLAS–(BUSINESS WIRE)–The Conversion Exploration Committee (the “Committee”) of Texas Pacific Land Trust (NYSE: TPL) (the “Trust” or “TPL”) today provided the first in a series of updates on its deliberations.
The Trust, after Trust management and the Committee interviewed a number of potential financial advisors, retained Credit Suisse to assist the Trust and the Committee in developing its recommendation to the Trustees.
The Committee’s deliberations to date have been productive and informative. The Committee has met three times, both in person and over the phone. Although its deliberations are confidential, the Committee will provide monthly progress reports to shareholders as required by its Charter before issuing a final recommendation by the end of year.
The Committee is chaired by John R. Norris III and David E. Barry, the incumbent Trustees of TPL. Its additional members are (in alphabetical order): Four-Star General Donald G. Cook, USAF (Retired); Craig Hodges, Chief Executive Officer of Hodges Capital; Dana McGinnis, Founder and Chief Investment Officer of Mission Advisors; Eric L. Oliver, Founder and President of SoftVest Advisors and Murray Stahl, Chairman of Horizon Kinetics.
Productive. Informative. Hired bankers. Met three times. Sounds like progress.
Current EVP/COO Sameer Parasnis is a CS alum.
6 shopping days left (including today) to get the September conversion committe update.
HK appears to have halted their TPL quantitative easing program. Maybe they are bound by inside info. Or their trader is on vacation.
Keeping my eyes peeled.
9/26 Update: HK lifted 5 yesterday. I have no idea what that means.