Tessler Parties Exit Cooperation Agreement

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https://www.sec.gov/Archives/edgar/data/97517/000114036120007305/formsc13da.htm

Looks like Tessler Parties are out of the Cooperation Agreement. Horizon and Softvest remain.  Would be a joy to see Tessler figure out another way to poke at the hornet’s nest.

March 27, 2020

Reference is made to that certain Cooperation Agreement (as amended, the “Cooperation Agreement“) by and among SoftVest Advisors, LLC (“SoftVest“), Horizon Kinetics LLC (“Horizon“), Tessler Family Limited Partnership (“TFLP“), and ART-FGT Family Partners Limited (“ART-FGT” and together with TFLP, the “Tessler Parties“) (collectively, the “Parties” and each, a “Party“).  Each of the Parties hereby mutually agree to terminate the Cooperation Agreement with respect to the Tessler Parties, effective immediately (the “Tessler Withdrawal“).

The undersigned Tessler Parties hereby wish to withdraw from the Cooperation Agreement and upon countersignature from SoftVest and Horizon, such withdrawal shall immediately become effective.  Upon such withdrawal, the undersigned Tessler Parties will no longer have any agreement, arrangement or understanding whatsoever with SoftVest or Horizon with respect to the acquisition, holding, voting or disposition of securities of Texas Pacific Land Trust (“TPL“).  Furthermore, upon such withdrawal, SoftVest and Horizon may vote or dispose of any securities of Texas Pacific Land Trust that they may beneficially own in their sole discretion, subject to any contractual obligations each may have to other third parties or to each other (including pursuant to the Cooperation Agreement).

The Cooperation Agreement shall otherwise remain in full force and effect between Horizon and SoftVest.  For the avoidance of doubt, Sections 6(d), 7, 8 and 9 of the Cooperation Agreement shall survive the withdrawal by the undersigned.

The Tessler Parties acknowledge that notwithstanding such withdrawal, the Tessler Parties may be subject to ongoing obligations to TPL under the Settlement Agreement dated July 30, 2019, as amended.

7 thoughts on “Tessler Parties Exit Cooperation Agreement”

  4. Didn’t Tessler sell stock in 2018 out of frustration with TPL, despite wanting one last big deal for his grandkids? Wasn’t he the one that was working the phones about a conversion in 2018 and Meyer said no?

    Also:

    Family Management Corp, which is run by Andrea Tessler (sound familiar?), owned 11630 shares of TPL in Late 2018.
    https://www.familymanage.com/our-firm/our-team/
    https://www.sec.gov/Archives/edgar/data/1539947/000153994718000008/xslForm13F_X01/qtr3rd201813f.inftab.xml
    They dumped it by march 2019.
    https://www.sec.gov/Archives/edgar/data/1539947/000153994719000004/xslForm13F_X01/qtr1st201913f.inftab.xml

    Why would they dump during the proxy contest? Conflict of interest?

    Liked by 1 person

  6. As far as ownership goes, yes, Tessler is relevant. In fact, any shareholder is. Indeed, the family interest played a significant role in last year’s litigation, bringing about the conversion. And as @anony says, they were making calls about potential sales. But clearly that didn’t pan out. And I’m not convinced that breaking off the agreement is really all that indicative as a negative signal. Perhaps they want their latitude back in their own voting (whereas the agreement is binding as single voting entity), which is understandable as an operating investment firm in their own right. For example, maybe they’re facing major losses now that need to be addressed and TPL could be on the chopping block for that matter.

    Anyhow, when continually readdressing my investment thesis on TPL, as I consider the “major players” part of the equation (e.g. insiders), I think of Horizon Kinetics. Both their firm & personal stakes are massive. They’re well respected within the investment community and they’ve a successful track record to back it up. And their due diligence (and shared knowledge) is almost par none. They’re not backing out, and we’d know it if they were.

    While it’s interesting (and important) to analyze all the available information, not all motions carry weight quite like Horizon’s.

    My 2 cents. Feel free to debate.

    Liked by 2 people

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