Mandated Disclosures

tpltblogger19 Comments

Stealing from @310value on Twitter here:

“$tpl today filed a proxy disclosure for the Nov ’22 meeting where they 1) included a chart they forgot to include 2) showed the board vote on Prop 4 3) admitted the @GlassLewis quote used in previous proxy is untrue 4) disclosed formation of an M&A committee. Just end the meeting”

Good summary.

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-23-049181/tm2313614-1_defa14a.htm

19 thoughts on “Mandated Disclosures”

  1. Ha, all of these missing disclosures were at issue at the April 17 trial, so there must have been some legal nudging (if not outright compelling) to include them in the proxy materials now. The info graphic conveniently shows TPL’s share price through Nov. 2022 instead of including the large pullback since then (thanks, in large part, to all this ridiculous litigation).

    Liked by 2 people

    • Silver lining: they still cant issue more shares, so can’t make acquisitions using stock , give themselves fat compensation in shares, or dilute Stahl and Oliver’s position.

      Like

  2. Let me get this straight. The board lied about its intentions to issue more shares since no immediate or future funding needs required tripling the amount of shares to be issued, 2) implicitly admitted that the “real” reason for proposal 4 is to go on a buying spree, contrary to TPL’s business model, by establishing an M&A committee, and 3) the lawsuit paid for by shareholders money has cost the same shareholders close to $10 billion in market value in a span of 6 months. I think the co-chairs are doing this hoping to force HK shareholders to redeem from the funds and SMAs they manage since TPL is such a highly concentrated position in HK strategies across the board. This will automatically dilute HK. Imagine you are an institutional investor in one of HK flagship strategies and TPL, which is 20% of your portfolio, is down 50% while the S&P 500 index is up 10%. That is a huge opportunity cost that few investors are willing to tolerate, even in the short run, especially leading up to a potential recession, not accounting for the uncertainty and bad governance image this creates.

    Liked by 2 people

  3. Silver lining: they still cant issue more shares, so can’t make acquisitions using stock , give themselves fat compensation in shares, or dilute Stahl and Oliver’s position.

    Liked by 1 person

  4. Why is proposal 4 different this time? the proposal was 6 for one this one says 3 for1. Thsi board has no intentions of giving stockholders the money the company earns only rewarding themselves with huge payments and enriching attorneys to fight their own shareholders.

    Like

    • It’s not different. You’re confusing the number of shares they want to increase 6 to 1 with only giving us a 3 for 1 stock split. They want to use the rest to enrich themselves and play around buying other companies or assets.

      Liked by 1 person

      • HK/SV are the only ones who care about our stock since the rest of the board members have very little stock. They however are the very ones who determine how to pay the stockholders and themselves too, They give the stockholders a small payment every 3 months out of the earnings and give themselves a huge paycheck for doing mothing other them work on ways to squander the capitol and not give the income to the shareholders.

        Liked by 2 people

  5. Am I right to h sweat and that given the court sees no good reason for further delays, the vote previously casted shall prevail and no need for a revote and put a RIP to the nonsense acquisition proposal?

    Like

    • Yes, and only the owners of record back in September would be allowed to change votes. Anyone who bought shares since is barred from voting although the old owners could if they got a new proxy. I don’t see much of that happening since they sold and probably put this mess behind them.

      Liked by 1 person

  6. An argument can be made doing these disclosures makes their position weaker, not stronger. So much explaining and dancing around is never a power move. It looks desperate.

    I suspect its a last chance effort. The judge has said in no uncertain terms they can’t keep calling “time-out” on the November 2022 annual meeting. If they play the adjournment game at the May 18th meeting it will be minutes before a brief is filed by HK/SV to a receptive court.

    On the votes, consider 50% of the shares have new owners since the November meeting. None of the new purchasers can vote. Only people owning from the September record date can vote. HK/SV isn’t going to change their votes. And readers of this blog are also unlikely to change votes.

    My rough calculation shows 1,117,000 votes would need to move from no to yes on Proposal #4. Its also likely based on the nonsense about TPL management that has come out at trial some votes could actually change from supporting Proposal #4 to opposing it.

    Liked by 3 people

  7. Six months ago TPL was my largest O&G position and third largest position overall in my concentrated 18 stock portfolio. In less than six months it has utterly cratered, passing all my other O&G positions on the way down to my 5th smallest portfolio position, all without me selling a single share.

    The only reason I haven’t sold is due to my conviction that, 1. HK/SV will prevail in this lawsuit (and resume accumulating shares again), 2. Ultimately management will either be neutered or tossed out head first, 3. There is scarcity value in 900 acres of oil-rich land so it cannot go to zero, and 4. TPL will eventually pull off a Lazarus and resurrect itself from the dead.

    That said, this has been a brutal investing lesson in the importance of the people running the companies I own. My takeaways: 1. When considering an investment, screen for people first … if they suck, run away and don’t look back. 2. It’s far better to own an average business run by good people, than a great business run by bad people.

    Liked by 2 people

  8. New shareholder here. I cannot wait to vote AGAINST David Barry, and John Norris. These are some of the worst corporate directors I’ve ever seen. Also I will be voting AGAINST Gen. Cook … for allowing this to happen.

    Liked by 2 people

  9. Here is what I see the Board has accomplished so far its a permalink to a custom StockCharts.com Chart that produces an updated to current values chart of TPL stock Price activity. I didn’t know how else to share it with you.

    https://schrts.co/SPXIQHgu

    Liked by 1 person

    • If you look at the Zoom Thumbnail [Its Called] in the right side of the chart it looks like the stock price has fallen from between 1700 and 1725 on the Friday before the 17th to below 1500 today about 200 dollars a share in 9 days! You can replace the stock symbol in the upper left corner with any stock symbol and it will produce a updated chart for that stock, enjoy!

      Like

  10. FYI. Tplblog.com just got a big shoutout from Steve Bregman during the Horizon Kinetics Q1 2023 Portfolio Update Call this afternoon. Naturally, Steve was not able to address TPL’s ongoing legal quarrel, so instead he pointed those on the call to this blog, where he said you’ll find current pleadings, judges comments, and an ongoing (unbalanced) discourse among TPL shareholders 🙂

    Liked by 2 people

Comments are closed.