14 thoughts on “Cooperation Agreement”

  2. No one is allowed to disparage Barry for destroying $billions in shareholder value. Wha?
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    Immediately after the Termination Date (as defined below), and for as long as either Mr. Stahl or Mr. Oliver serves on the Board, without the prior written consent of the
    Company, the Investor Group and Messrs. Stahl and Oliver shall not, nor shall they permit any of their Representatives to, make any public or private statement that
    undermines, disparages or otherwise reflects detrimentally on (i) the Company, (ii) the Company’s current or former directors, officers or employees in their capacity as
    such, (iii) the Company’s subsidiaries, or (iv) the business of the Company or the Company’s subsidiaries or any of its or its subsidiaries’ current directors, officers or
    employees.

    (b) Immediately after the Termination Date, and for as long as Mr. Stahl or Mr. Oliver serves on the Board, without the prior written consent of the Investor Group, Mr.
    Stahl or Mr. Oliver, as the case may be, the Company shall not, nor shall it permit any of its Representatives to, make any public or private statement that undermines,
    disparages or otherwise reflects detrimentally on (i) Mr. Stahl or Horizon, (ii) Mr. Oliver or SoftVest, (iii) Horizon or SoftVest’s current or former directors, officers or
    employees in their capacity as such, (iv) Horizon or SoftVest’s subsidiaries, or any of its current or former directors, officers or employees, or (v) the business of
    Horizon or SoftVest or Horizon’s or SoftVest’s subsidiaries or any of Horizon’s or SoftVest’s subsidiaries’ current directors, officers or employees.

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  3. I wondered if they were going to play “Lets Make a Deal”, it looks like they did. Here is the link to the SEC filing from the TPL website. You need to read it in the entirety, But I copied a couple of hi lights

    Click to access 0001104659-23-086408.pdf

    “Pursuant to the Agreement, the Company has agreed to, among other things, nominate Marguerite Woung-Chapman, Murray Stahl and, subject to the approval of the Company’s Nominating and Corporate Governance Committee, Rob Roosa (the “2023 Nominees”) for election to the board of directors (the “Board”) of the Company at the 2023 annual meeting of stockholders (the “2023 Annual Meeting”). In addition, the pre-signed letters of resignation previously submitted by Murray Stahl and Eric Oliver will be considered withdrawn with no further effect. Further, the Investor Group has specifically agreed to vote or cause to be voted all equity securities of the Company over which the Investor Group has direct or indirect voting control (i) for the election of the 2023 Nominees and against any director nominee not recommended by the Board, (ii) for the
    advisory vote on the Company’s executive compensation, (iii) for the ratification of the appointment by the Board of the independent registered public accounting firm, and (iv) in accordance with the recommendation of the majority of the Board in respect of any stockholder proposal submitted pursuant to Rule 14a-8. In addition, pursuant to the Agreement, the June 11, 2020 stockholders’ agreement by and among the parties (the “Stockholders’ Agreement”) will terminate following the completion of the 2023 Annual Meeting, which in no event will extend beyond December 31, 2023. Following the termination of the Stockholders’ Agreement, the Investor Group will be subject to certain standstill and non-disparagement obligations under the Agreement as long as one of Mr. Stahl or Mr. Oliver remain on the Board. The parties have agreed that the Agreement will have no impact on the parties’ pending litigation in the Delaware Court of Chancery in connection with the Stockholders’ Agreement in Texas Pacific Land Corp. v. Horizon Kinetics LLC, No. 2022-1066-JTL (Del. Ch.).”

    Here is the icing on the cake!

    “On July 27, 2023, David E. Barry and John R. Norris III notified the Board that they will not stand for reelection at the 2023 Annual Meeting. Their decision not to stand for reelection is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. Messrs. Barry and Norris will continue to serve on the Board and their respective Board committees until the expiration of their current terms at the 2023 Annual Meeting.”

    Liked by 1 person

  6. Anybody got any ideas why both Barry and Norris would essentially resign? I can’t see them doing this for any altruistic reasons. Were they made aware that HK and SV would vote against them essentially assuring their fate this fall and they would have no legal recourse? Did their misrepresentation of prop 4 somehow see institutions getting in their or the boards ears? Is there something more nefarious that they are escaping by agreeing to leave now? Good news but too weird to be simple settlement of this court case IMO.

    maybe Dana invited them to go fishing

    Liked by 1 person

    • The board was caught bang to rights in official docs lying about a dilution scheme designed to fill their pockets. The result wiped BILLIONS off the market cap. That would mean shareholder lawsuits and jail or ruined careers if they kept fighting, hence this exit deal with the no “disparagement” clause. Resets TPL for a smarter, more pro-shareholder long term future.

      Liked by 1 person

      • I doubt few (if any) on this site is in disagreement. It is just that Barry and Norris showed thick skin and little shame from the trust proxy vote fiasco, 2 lawsuits against their largest shareholder, to Dana and ultimately misrepresentation on prop 4. It is hard to believe they just acknowledged the jig (gig?) was up this time. Feels more like there is either a mutiny on the board or in this lawsuit HK SV discovered something even more embarrassing (more that what we already know) that forced this (could be related to prop 4).

        this is the most soap opera investment I ever made. Like sands thru the hourglass, these are the Barrys of our Lives….

        Liked by 2 people

  7. Murray Stahl is ethical, fair and decent person you will ever know on wall st. Of course there was a “ deal “ but it doesn’t matter, would you rather call a criminal a criminal or make money. When grown men whine it shows your character ( stop it )

    Liked by 1 person

  9. I’m encouraged by these developments, but a few questions persist to my mind:
    – What kind of golden parachute are Barry and Norris getting instead of the walk of shame they deserve?
    – Who had a say in the two new board members? Will they align with the Stahl/Oliver minority on the board.
    – Will there be new “co-chairs” appointed?
    – The Cooperation Agreement seems a little more restrictive than I would have thought given the balance of power that should be shifting to Stahl/Oliver. Maybe I’m unclear, but it doesn’t sound like they will be able to exercise much control over the strategic direction of TPL.
    – What’s the future of Glover as CEO now that he won’t be taking his marching orders from the (soon to be former) co-chairs?
    – Can shareholders figuratively and literally show Barry and Norris to the door after the annual meeting to the chant of “Hey, Hey, Hey, Goodbye!”

    Liked by 1 person

  10. Lost in all the (justifiable) weeping and gnashing of teeth over the billions wiped out when the company was hijacked by crooks is the opportunity this has created. A patient and rational investor would step in today and capitalize on the fall out, knowing they would have never been given a 50% markdown if the company was being run by ethical and competent leadership. I’ve been nibbling on the expectation that this matter gets settled in HK/SV favor. Now that the fog has lifted and we have line of sight to the end-game, it’s time to load up, IMO.

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  11. What a great outcome! I will attempt a recap and some analysis.

    Barry and Norris are gone after the conclusion of the 2023 annual meeting. So many questions as to why they capitulated without a fight? I anticipated a bloody proxy battle in 2023. I am disappointed I won’t have the pure joy of voting them out, although this is a faster path.

    This gives HK/SV a lot of leverage for the balance of 2023 which becomes formidable in 2024. HK/SV for purposes of the 2023 annual meeting cannot run alternate candidates, and can only support who the board supports for director. We have the two new names and Stahl, so I would not anticipate any issues. Same on them having to vote for the auditors, executive compensation, and whatever the board recommendation is on any shareholder proposals.

    There are no longer any caps on stock ownership by HK/SV.

    Things get interesting following the 2023 annual meeting. From the released Cooperation agreement: “The Investor Group will not be bound by any voting commitments following the completion of TPL’s 2023 annual meeting of stockholders.”

    If I was a director that supported the foolish lawsuit (really all but Stahl and Oliver), they can easily be removed by the votes of HK/SV and the energized shareholders to this nonsense. Will some also capitulate and resign before the 2024 annual meeting cycle? Will they see the path ahead and endorse Oliver or Stahl for Chairman of the Board? Safe to say, many will be gone in 2024.

    The “say only nice things” disparagement agreement is standard in controversial boardroom battles, but its interesting it only applies as long as Stahl and Oliver are in the board. Thus, Norris and Barry have an incentive to have them be on the board so they keep quiet.

    Its very interesting each side can offer comments after the results of the lawsuit are released, except no disparaging remarks will be allowed.

    With the upcoming resignation of Barry and Norris from the company I don’t anticipate any appeals from TPL management if they lose on the Shareholder dilution proposal in Delaware. They seem to have been the chief architects of the lawsuit path, and if they are gone so will be the will to continue.

    The decision on the case has to be getting close. I still think HK/SV will prevail on both the “unclean hands” strong case that was made, and also on proposal 4 being a recapitalization and major corporate change that would allow HK/SV to vote without constraint.

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