Trustee Questionnaire

SoftVest 14A Filed 3/28/19


March 28, 2019

Texas Pacific Land Trust

1700 Pacific Avenue, Suite 2770

Dallas, Texas  75201


David E. Barry, Co-Chairman of the Trustees

John R. Norris III, Co-Chairman of the Trustees


Dear David and John,

I received this morning via e-mail a request from one of the two law firms representing Texas Pacific Land Trust to complete a 66-page “Trustee Questionnaire.”  I attach it to this letter in case you have not had a chance to previously review it.  Your advisors appear to be confused or misinformed.

As you both know, following the resignation of Maurice Meyer III as trustee on February 26, 2019, Allan Tessler immediately contacted you to discuss my potential nomination as trustee to fill the vacancy. The only information you requested from me at that time was a short bio, which I promptly delivered to you on February 28, 2019.

You did not ask for any questionnaire then, nor did you extend the courtesy of an interview before your decision to reject my nomination.  Instead, you publicly announced four days later, on March 4, 2019, your decision to nominate Preston Young to fill the newly-created vacancy.

Upon your March 4, 2019 announcement, I requested additional information about the process that you had followed to nominate someone to a life-tenured position as trustee of TPL. My request was simply ignored.

Given this record, I am confused as to why you would now — after previously summarily rejecting my candidacy in less than four days — want to try to re-write history by having your lawyers send to me the attached questionnaire.  You already made a decision regarding my nomination and your intent to oppose it.  In fact, your own advisors’ statements to the press over the last few days, including their statements to have been hired to run a “proxy contest,” further confirm this point.

Rest assured, I will directly provide to TPL investors all information they need from me in order to make an informed decision at the special meeting regarding my nomination.  Similarly, I hope that you make all proper disclosures regarding Mr. Young.

I also take this opportunity to question the wisdom of hiring two law firms, an investment bank and a public relations firm, in addition to a proxy solicitor, to mount an attack on three long-term investors that collectively own over 25% of TPL’s shares.  While your advisors seem quite eager to get their name in the press, I suggest that you explain to them the fact that we have had an ongoing dialogue for over a decade:  I have beneficially owned Shares since 2004, and Horizon since 1994.

I can understand the appeal in this day and age of trying to construct a narrative in which Horizon, Mr. Tessler and myself are portrayed as “activists” looking for a short term profit. But let me suggest that such approach is undermined by the basic facts of our situation.  I believe TPL investors deserve better.

Instead, I hope we can have a measured dialogue in which both sides can explain their view as to who will make for a better trustee and the substantive ideas underlying our respective platforms.  I also invite that we continue a direct dialogue, as we have in the past, instead of having to go through your multiple outside advisors.


/s/ Eric Oliver

SoftVest Advisors, L.L.C.

By: SoftVest Advisors Holdings, L.L.C.

By: Eric L. Oliver, President and Managing Member

6 thoughts on “Trustee Questionnaire

  1. Does anyone else have the same perspective of me on this? Oliver and HK are doing a masterful job of taking a jab from TPL management to fill out a 66 page questionnaire on director suitability, and turn it into another good argument on why he would be the better nominee. And then make the case of asking for the same on Mr. Young. And then end by acting like the onky adult in the room on shaping how a discussion and differences of opinion could be shared.

    HK and Oliver so far are winning on both having a much stronger case, and style points. I expect this is just the opening salvo.

    Liked by 1 person

  2. I read it the same way Ted. Not only are they turning into a counterpunch on why he is a suitable candidate (some might say more qualified but I’ve yet to see that established) they’re shining a bright light on how TPL has behaved somewhat unchecked prior to this process. One could argue they are making the TPL group look reckless and self-serving. I agree it’s the opening salvo really, it will be interesting to see if Young continues to be treated the same or if they have to back away somewhat and let him stand on his own merits. It will be interesting to see if the TPL group comes out of the shadows to explain their process and rationale on some of the points Oliver/HK raised or if they prefer to operate behind the scenes without publicly counters. Finally, and I’ve said this earlier, with TPL now making headlines basically every other day, I will be interested to see how this new level of exposure impacts the TPL community and the TPL share price. I can foresee both positives and negatives in the increased publicity and battle for power.

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  3. It does look like TPL board underestimated their biggest shareholders. They had free rein for last few years when Maurice Meyer III was ill with cancer or off playing gin rummy in Florida. But awarding themselves big pay increases without buying more shares as act of good faith was mistake no. 1. Mistake no. 2 was blowing off Oliver, and inserting the “activist investor” storyline into the news. TPL’s business has changed dramatically over past five years, and will do fine, regardless, but clearly these whale shareholders see a way to maximize.
    Oliver — as I understand it from a money manager acquaintance — is a serious, long-term player with TPL with a detailed presentation for ways to improve things. The board’s choice is younger, and may not be a bad guy, but it will show their arrogance if they don’t embrace a dialogue with Oliver, not least because he’s a Texan. (HK and Stahl are so New York based, they have no way to help run TPL day to day/week to week.)

    So far, it’s healthy drama; the difference between doing just fine and potentially doing great. News hasn’t affected price, which keeps creeping up. But then price usually creeps up in the month before an ER, all things being equal with global oil prices.

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  4. Good point about price drifting up probably due to pre-earnings release and this year’s recovery in oil, but I do think this trustee competition is bringing some positive sentiment to TPL. I’m excited by the prospect that TPL might be leaving some money on the table and could explode even more with an active voice from shareholders with serious skin in the game. Of course, sentiment could turn south in an instant if current management gets really exposed for incompetence or impropriety. Let’s hope both sides see the big picture and the outcome is civil and open-minded.

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