Investor Group Issues Open Letter To Shareholders Of Texas Pacific Land Trust

Dear Fellow TPL Shareholders:

We’ve come a long way from the nomination of Preston Young – who, in our estimation, was inexperienced and conflicted by multiple undisclosed business relationships with Trustee Barry – to General Cook agreeing with us that lifetime appointments are an archaic system of government for this prized asset.  However, we believe General Cook’s palm branch of committing to a three year term is too little, too late.

The past few weeks have been surreal as we witnessed the incumbent Trustees launch an all-out war on a group of large, long term investors, labeling us as dissidents.  It begs the question WHY?  Are the incumbents relying on bad outside advice or are they driven by a selfish desire to protect their life-tenured positions at any cost?  Maybe it’s a little of both.  But one thing we know for sure is this type of behavior is NOT good for TPL and its shareholders.

At this time we are deeply concerned that the incumbents will stop at nothing to prevent Eric Oliver from being elected Trustee.  We expect more token governance window dressings in the coming weeks as proxies roll in.  The incumbent Trustees may even have an epiphany and offer term limits for themselves or, if all else fails, fully agree with us and proceed with a slow C-Corp conversion that is actually aimed at temporarily keeping Eric Oliver outside the boardroom.  Nothing will surprise us.

Indeed, we now strongly believe that if it becomes clear that Eric Oliver will receive the most votes, the incumbent Trustees and their advisors will concoct one or more excuses to adjourn or even postpone (again) the special meeting scheduled for later this month.  After all, any prolonged election contest will continue the wasteful spending of money in lawyers, bankers, proxy solicitors, social media ads, web designers and press agents that comes out of shareholders pockets, not management’s.

We call on the incumbent Trustees to immediately commit to hold a vote on May 22, 2019, consistent with the notice of meeting previously published.  The time for last-minute empty campaign promises has come and gone.  Now it is time to submit this matter to a vote and let the shareholders decide.

Sincerely,

SOFTVEST, L.P.      HORIZON KINETICS LLC           ART-FGT FAMILY PARTNERS

I’ve thrown this term around in jest before but this is all taking on the feeling of a hostage situation.

Remember:

In the event of the death, resignation or disqualification of any of the trustees a successor shall be elected at a special meeting of the certificate holders by a majority in the amount of the certificate holders present in person or by proxy at such meeting whose names shall have been registered in the books of the trustees at least fifteen days before such meeting, and the remaining trustees and the trustee so resigning, or the executor or executors of any deceased trustee, shall make, execute and deliver to the successor so elected such proper deeds or instruments of conveyance as shall be necessary in order to vest in him the same title which his predecessor had in and to the lands and premises aforesaid.