White Looks to Make 5/22 a GO

SEC 14A

Full text below and at the link above.  White’s base position is defined as such: “We do not believe that the incumbent Trustees have the power under the Trust’s Declaration of Trust to unilaterally postpone or cancel the Special Meeting, as it has already been properly called and noticed. Such postponement or cancellation requires prior approval of the holders of Shares.”  

In short, White is going to jump in before the adjournment proceedure described by Blue and will attemp to force the Trustee election vote.

Hope you didn’t tear up those plane tickets.

 

ATTENTION TEXAS PACIFIC LAND TRUST INVESTORS!
May 10, 2019
Fellow Texas Pacific Land Trust Shareholder:
 
As you are aware, the incumbent Trustees of TPL have called and noticed a special meeting of shareholders to vote on the election of a new trustee.  The special meeting is scheduled to be held on May 22, 2019 at 10:00 a.m., Central Time, in Room 20502 of the offices of Sidley Austin LLP at 2021 McKinney Avenue, Suite 2000, Dallas, Texas 75201.
 
After two months of wasteful spending of TPL shareholders’ property in waging a proxy campaign in opposition to our nomination of Eric Oliver as trustee, the incumbent Trustees have resorted to a last-minute effort to delay the vote by recently announcing that on May 22, 2019 they intend to convene and immediately adjourn the special meeting until June 6, 2019.
 
We believe that only the shareholders have the power to effect any adjournment or other form of postponement or delay of the special meeting.
 
We will be present at the special meeting on May 22, 2019 with the WHITE proxy cards you have delivered to us, and intend to take any procedural steps required to bring to a vote the election of TPL’s third trustee, as required by TPL’s Declaration of Trust.  We encourage you to read the supplement to our proxy statement found on the reverse side of this letter for additional information.
 
We look forward to seeing many of you in Dallas at the special meeting on May 22, and thank you for your continuing support.
 
Sincerely,
HORIZON KINETICS LLC     SOFTVEST, L.P.     ART-FGT FAMILY PARTNERS

 

This is Supplement No. 1, dated May 10, 2019, to the Proxy Statement dated April 8, 2019 of SoftVest, L.P. and the other Participants named therein (the “Original Proxy Statement”).
 
The Trustees of Texas Pacific Land Trust (the “Trust”) have called and noticed a special meeting of holders of sub-share certificates of proprietary interest (“Shares”) to (1) elect a Trustee to fill the vacancy left by Mr. Maurice Meyer III (the “Trustee Proposal”) and (2) transact any other business that may properly come before such special meeting.  Such special meeting, as already called and noticed, will occur on May 22, 2019 at 10:00 a.m. Central Time in Room 20502 of the offices of Sidley Austin LLP at 2021 McKinney Avenue, Suite 2000, Dallas, TX 75201 (the “Special Meeting”).
 
On May 8, 2019, the incumbent Trustees announced that they intend to convene and then adjourn, without conducting any business, the Special Meeting, and reconvene on June 6, 2019.
 
The Participants (as defined in the Original Proxy Statement) believe that without the affirmative vote of a majority of Shares present in person or by proxy at the Special Meeting, the incumbent Trustees do not have the power under the Trust’s Declaration of Trust, dated February 1, 1888, to either adjourn or postpone the Special Meeting, or try in any manner to further delay or postpone a vote on the Election Proposal.
 
In light of the foregoing, to the extent that a holder of Shares has returned or returns a WHITE proxy card that is signed, dated and either marked “FOR” the election of Eric Oliver or not marked with respect to the Trustee Proposal, the persons named as proxies on the WHITE proxy card will vote such proxies:
 
in opposition of any (1) proposal or motion presented at the Special Meeting by any person (including the Trustees) to adjourn the Special Meeting, or (2) other proposal or motion that may be submitted to a vote of the holders of Shares at the Special Meeting that has the effect of delaying holding a vote on the Trustee Proposal; and
in favor of any proposal or motion that may be presented at the Special Meeting to a vote of holders of Shares that facilitates the submission of the Trustee Proposal to a vote of holders of Shares on May 22, 2019.
 
We do not believe that the incumbent Trustees have the power under the Trust’s Declaration of Trust to unilaterally postpone or cancel the Special Meeting, as it has already been properly called and noticed. Such postponement or cancellation requires prior approval of the holders of Shares.

It is our intent to take any appropriate action to submit the Election Proposal to a vote of the holders of Shares present in person or by proxy at the Special Meeting on May 22, 2019.  In that regard, and depending on actions that may be attempted to be taken by the incumbent Trustees at the Special Meeting, we may bring one or more procedural proposals or motions at the Special Meeting to, among other things, vote against any purported adjournment of the Special Meeting that is effected without a valid vote of holders of Shares, continue the Special Meeting, and elect a person from among the holders of Shares present to preside the Special Meeting if the incumbent Trustees cease to be present at the Special Meeting or otherwise refuse to preside the Special Meeting.
 
As we have previously noted, the proxy statement filed by the Trust in connection with the Special Meeting states that for purposes of the Special Meeting there will be a quorum if the holders of a majority of the outstanding Shares are present in person or by proxy.  We do not, however, believe that there is any basis in the Declaration of Trust or applicable law for the proposition that there is a quorum requirement at the Special Meeting.

7 thoughts on “White Looks to Make 5/22 a GO

  1. Well played, HK. Since its a trust, and the founding documents go back to 1888, all the security lawyers are going to be at an equal disadvantage. The trust is probably vague on this issue, so its up to anyone’s interpretation.

    Why not press the theory they can’t move the meeting? At best the vote results get forced to be announced, and at worst they continue to make the current trustees and management look somewhere between ridiculous and incompetent.

    Liked by 2 people

  2. The reality is that white has the votes and this makes me happy. However I expect all kinds of horsecrap from the idiots between now and then. When this process started I could live with the status quo but now I am at the point where I think the current trustees and management have to go. And it will happen. How long it takes and how messy it is I can’t tell you.

    What I can tell you is that the non hk float is 4.5 billion and that in a world where governments are printing money like crazy it is a unique asset. Horizon could get a partner and virtually take it private.

    It will be messy in the meantime though

    Liked by 2 people

  3. “elect a person from among the holders of Shares present to preside the Special Meeting if the incumbent Trustees cease to be present (…) or otherwise refuse to preside”

    That was also the origin of the French National Assembly

    Liked by 2 people

  4. Can we start a thread on ‘valuation’ – I really, really appreciate all of the insights from this latest proxy fight, and agree this is a critical point in the trusts history etc; however I’d love to explore the idea of ‘what TPL is worth’. I realize this is extremely hard to do – however an open thread could really lead to some interesting analysis by us Trust holders. Thank You

    Liked by 2 people

  5. some history about TPL. I may be off some on dates etc. but here goes. In the 1950’s the Sprayberry trend in the permian was strong and TPL spun off its minerals to its stock holders, while retaining the royalty rights that we now have. These were the minerals that were under lease or producing at the time. It was not too long before Texaco bought out the TXL Oil Co that was spun off. Many years passed, but Chevron bought out Texaco. Now Chevron owns about?? 2 million mineral acres in the Permian area. Why they have not already bought out TPL speaks well on how slow some corps react.
    Keep in mind that the surface owner owns the water rights, which are not the same as mineral rights.

    Vote “white”

    Liked by 1 person

  6. yes in regards to Chevron and mineral rights if you listen to their last conference call they are looking at spinning off some of their permian royalties into a pure play like FNV, TPL,VNOM and BSM. Since in many cases they own 94 % or 97% or 100% of the working interest they could sell down to 75% and get a much higher valuation for a yield vehicle. I think if they packaged their royalties it might be worth 50 billion or more. I think they will do something at some point. AS for them buying TPL they waited too long. Could have had it for a song along the way

    Liked by 1 person

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