Blue Ribbon Panel to Explore C-Corp Conversion

tpltblogger12 Comments

Texas Pacific Land Trust Forms Conversion Exploration Committee to Consider C-Corp Conversion

Mayor Larry Vaughn of Amity Island forms committee to explore nuisance fish.  

Venezuelian President Maduro calls for fair and honest elections.

In all seriousness, while this appears to be a step in the right direction, this is a troll attempt.

McGinnis is on record as being Blue card friendly.  Cook is being put into the position to vote himself out of a potetional job (though he already lost the election).  This lineup is so obviously preposterous (4 out of 5 house votes), that one has to conclude the goal of this press release was to antagonize the “dissidents” and holders that actually have capital at stake.  You know, more than 300 shares.

If they really cared about C-corp they would put it to a shareholder vote immediately.

The Conversion Exploration Committee will evaluate, from a corporate, corporate governance, tax, accounting and business perspective, whether the Trust should be converted into a C-corp or, in the alternative, whether the Trust should remain a business trust (with potential amendments to the declaration of trust). The Conversion Exploration Committee will begin its work this week. While the process is expected to take several months, the Conversion Exploration Committee will make a recommendation to the Trust as soon as practicable.

The members of the Conversion Exploration Committee are:

  • John R. Norris III, incumbent Trustee
  • David E. Barry, incumbent Trustee
  • Four-Star General Donald Cook, USAF (Ret.)
  • Dana McGinnis, Founder and Chief Investment Officer of Mission Advisors, one of the Trust’s largest shareholders

The Trust also invites Horizon Kinetics to designate a person of its choosing as the fifth member of the Conversion Exploration Committee.

 

 

12 thoughts on “Blue Ribbon Panel to Explore C-Corp Conversion”

  1. More stalling tactics or a genuine attempt to find some middle ground on some low hanging fruit? Wonder if HK will nominate EO, or potentially bring in somebody else to represent them on this sub-committee. It could be a good chance to deescalate by bringing in somebody less contentious and with a different background more applicable to this setting.

    Liked by 1 person

    • Another reason for HK to nominate someone else is to build a “clean team” firewall between the representative on the committee and those who will participate in the pending lawsuit or want to take further action in the future. The issue is by joining the committee, the member agrees to 1) everything learned being confidential, and 2) binding arbitration for dispute resolution.

      Liked by 2 people

  2. On one hand, it seems disingenuous, and four of the members of the committee are likely to act as one. The timing is also curious. However there could be a secondary objective.

    This line from the propoganda (sorry press release) I thought was insightful. “We believe it is time for all of us to come together, put aside our differences, and determine the best way forward for the Trust and all of its shareholders.”. Perhaps the strategy is to have a tentative plan in place to convert to a C-corporation in case the trustees have much of their case dismissed? Since the motion for dismissal ruling won’t be sometime until late August, there is plenty of time for the committee to meet and have the framework of something to propose just in case. Perhaps the trustee lawyers are privately saying they could lose, and having a Plan B strategy would be prudent.

    Wouldn’t it be fun to see HK put Craig Hodges or Eric Oliver forward as their choice? Or even form their own committee with a blueprint that could be copied by the official committee. Finally, HK, by virtue of having enough shares to force a special election could request a vote in a conversion to a C-corporation.

    Its going to be interesting to see where this goes.

    Liked by 2 people

  3. How much are we paying for the circus to permanently establish residence on TPL’s lands? Will we get a royalty when the book and movie are written? I am infuriated at the board thumbing their nose at all of us, and most of the shareholders just idly watching the train wreck as though they are on the sidelines.

    Thank you, tplblogger. Your site keeps me from checking into the psych ward. I can see there remain astute investors who see that our golden goose is getting abused.

    Liked by 2 people

  4. If they allowed EO to be rightfully voted in to begin with, we would already be at this step, and without a pending lawsuit costing millions. This move is such a smoke screen – it is totally self-fulfilling so Barry can keep a seat on the board….

    Liked by 3 people

  5. Message to Barry and Norris step aside and pay us back the $ you wasted. We really don’t care what you have to say anymore. We are not aligned…….

    Liked by 4 people

  6. Just another delaying tactic. Do we really expect Norris & Barry to willingly vote themselves out of this ‘lifetime’ position. I think that it’s just an attempt to divert attention from the lawsuit since a lot of their actions aren’t allowed under the trust.

    Liked by 1 person

  7. If it’s just another cynical stalling tactic, it will be exposed by HK’s representative at the first meeting and be yet another self-inflicted backfire by board and management. The threat of the law suit and discovery is clearly motivating: feels like the first step in a face-saving operation on the road to accepting some kind of inevitable compromise.

    Liked by 2 people

  8. I am concerned that in an incumbent trustee initiated conversion, they would set the next election of directors a few years past the conversion date (I’ve seen something like this with spin-offs) and then have a classified board.

    Liked by 2 people

  9. I would hope that the confidentiality agreement isn’t a ploy to try and get them to not be able to disclose some information during the lawsuit… I don’t know it just smells really funny to me. I also find it funny that they are inviting HK and giving only a few days notice for the meeting to be held on 6/27. I find it even more amusing that cook is on that board, considering he got destroyed in the election. Here is a link to the letter TPL wrote to HK: https://www.sec.gov/Archives/edgar/data/97517/000121390019011283/f8k062319ex99-2_texaspacific.htm

    Liked by 2 people

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