Settlement Agreement

Docs posted on Edgar.  Some things that caught my eye below.  Big things to me are 1) 5 of 7 votes are needed for a decision or recommendation which puts concerns around the perceived 4/3 split to rest and 2) montly updates to investors.

8-K

Committee. The Committee will continue to be governed by its charter dated June 23, 2019, as amended and restated on July 30, 2019 (the “Committee Charter”). The CEC shall complete its work by December 31, 2019 (the “Committee Period”), unless the CEC determines otherwise. All decisions and recommendations of the Committee shall require the affirmative vote of at least five of the seven members. Due to the legal obligations of the Trustees as fiduciaries, the Committee’s recommendation will be non-binding on the Trustees and the Trust. If the Committee recommends a plan of Conversion (as defined below) by the end of the Committee Period, the Trustees will have a time period of 30 days following the receipt of such recommendation to decide whether to implement such plan of Conversion (such time period, the “Decision Period”).

Settlement Agreement

The Committee shall be comprised of a maximum of seven members. The members of the Committee shall be: (i) John R. Norris III; (ii) David E. Barry; (iii) General Donald G. Cook, USAF (Ret.); (iv) Dana McGinnis; (v)  Eric Oliver; (vi) Murray Stahl; and (vii) Craig Hodges. The Committee members shall serve for so long as the Committee is in existence or until their earlier resignation or death, in which case the remaining members of the Committee shall as promptly as practicable select a replacement with the approval of five Committee members then serving and consent of the Trustees (such consent not to be unreasonably withheld, delayed or conditioned). Mr. Norris and Mr. Barry shall serve as co-chairmen of the Committee (“Co-Chairmen”). The Co-Chairmen shall coordinate all their activities in consultation with other Committee members. The Committee may remove any member of the Committee (other than the Trustees) with the affirmative vote of five of the other Committee members if the Committee determines, in good faith, that reason exists to remove such member.

All members of the Committee agree to promptly confer and, if necessary, submit to mediation in front of a JAMS mediator in Dallas, Texas, within 20 days of any disputes arising out of or relating to this Charter.

Conversion Exporation Committee Charter

Without the prior written consent of the Trust, neither the Committee nor any of its members shall make any public announcements or other disclosures relating to the Committee and its work that has not previously been disclosed, including, but not limited to, discussions, recommendation, work product, and materials. Beginning in September, the Committee shall provide a report of its work to shareholders on a monthly basis provided that the Trustees approve such report (such approval not to be unreasonably withheld). Upon completion of its work, the Committee shall provide a final report to shareholders with the Committee’s recommendations provided that the Trustees approve such report (such approval not to be unreasonably withheld).

12 thoughts on “Settlement Agreement

  1. Up in reflection, I kind of feel like this is a no win for minority shareholders.

    We casta vote for a trustee and that election is ignored, outcome aside. Now we have a committee we didn’t pick, with Hodges involved (who was never involved in the vote), deciding the future of TPL.

    Now, I like Stahl, Hodges, and Oliver, but this is really both parties going off together to decide our fate against our wishes.

    We are getting our eggs scrambled when as wanted them fried.

    Am I missing something about our rights as shareholders?

    Liked by 1 person

  2. I meant this. I hit post before I corrected my typing. Sorry.

    Upon reflection, I kind of feel like this is a no win for minority shareholders.

    We cast a vote for a trustee and that election is ignored, outcome aside. Now we have a committee we didn’t pick, with Hodges involved (who was never involved in the vote), deciding the future of TPL.

    Now, I like Stahl, Hodges, and Oliver, but this is really both parties going off together to decide our fate against our wishes.

    We are getting our eggs scrambled when we wanted them fried.

    Am I missing something?

    Like

      • I’m going to add if we get below $700 or close. There’s a market hysteria that oil and the Permian is falling. As has been say, the time to be buying is when there is blood in the streets. I sold 10% when this hysteria started at around $860. I even jumped the gun and bought some back at $805. TPL has unbelievable value, how long will it take to get out all the oil? I just hope TPL bought some shares back today but I doubt it. HorizonKinetics did I’m sure. At least we are all in the psyche ward together.

        Liked by 2 people

    • I thought it was just me that was crazy to buy more today. Glad to be part of the crazy gang with TPLblogger, Smyth, and JackFutures.

      With oil off what it was today, with the other uncertainty about TPL, I am calling it a sign of strength. It really could have been down more on the earnings release, uncertainty over the committee and what they may do, and Permian supply glut worries.

      What is with HK now buying 49 every day, after buying 50 a day for more than a month? Anyone have any good ideas why the constant buying? Assume its for their HK funds, but at 50 a trading day, thats 12,000 shares if this continues for a year. Just seems a relatively small amount of shares given the 25% of TPL they aready own.

      Source: https://www.sec.gov/cgi-bin/own-disp?action=getowner&CIK=0001056823

      Liked by 1 person

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