Settlement Agreement; LITIGATION DISMISSED

Texas Pacific Land Trust Enters into Settlement Agreement with Investor Group

Looks like we may be skipping a step here.

Old path was pro-governance Trustee gets elected; new Trustee pushed for c-corp or other modern governance.  New path could be that we get to modern governance without a Trustee getting elected.

Appears as if the Trustees get to save face by not having Oliver get fully elected.  Barry’s standing at Trustee is no longer challenged.  Personal liability for Trustees is no longer a threat.  Could be the beginnings of a graceful exit.

I’d have to assume that Oliver, Stahl, and Hodges will be pretty strong voices in what was formerly a stacked committee.

That said, one could make the argument that, on it’s face, the Committee looks to be split 4 to 3.

It’s General Cook’s world and we’re just living in it.  Paycheck time.  Let’s see you flex those “governance muscles” you spoke about, General.  All of this without winning a vote!

HK/Oliver/Hodges didn’t just fall off the turnip truck.  There is probably more good here than meets the eye when it comes to how the Committe will operate.

Lastly, NO MORE LITIGATION!

Investor Group to Join TPL’s Conversion Exploration Committee

Parties Agreed to Dismiss Pending Litigation in Federal District Court in Dallas

Third Trustee Seat to Remain Vacant Until Committee’s Work Concludes

July 31, 2019 07:30 AM Eastern Daylight Time

DALLAS–(BUSINESS WIRE)–Texas Pacific Land Trust (NYSE: TPL) (the “Trust” or “TPL”) today announced that it has entered into a settlement agreement (the “Settlement Agreement”) with the investor group led by Horizon Kinetics LLC, SoftVest, L.P., and ART-FGT Family Partners (the “Investor Group”) with respect to the previous proxy contest and the pending litigation between the parties in the U.S. District Court for the Northern District of Texas in Dallas.

Pursuant to the Settlement Agreement, three additional members will join TPL’s Conversion Exploration Committee: Murray Stahl, Chairman of Horizon Kinetics; Eric L. Oliver, Founder and President of SoftVest Advisors; and Craig Hodges, Chief Executive Officer of Hodges Capital. They will join the existing four members of the Committee: John R. Norris III and David E. Barry, the incumbent Trustees of TPL; Four-Star General Donald G. Cook, USAF (Retired); and Dana McGinnis, Founder and Chief Investment Officer of Mission Advisors.

The Committee, which has been charged to make a recommendation as to whether the Trust should be converted into a C-corporation and regarding appropriate governance changes, has been meeting since June on a regular basis and will complete its work by December 31, 2019, unless the Committee decides otherwise. The Committee will be chaired by the incumbent Trustees of TPL.

In connection with the Settlement Agreement, the parties have dismissed their litigation in the U.S. District Court for the Northern District of Texas in Dallas. The parties have further agreed that TPL’s third trustee position will remain vacant at least until the Committee has completed its work.

“We are pleased to have come to an amicable resolution,” said Trustee John Norris. “It is now 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.”

Pursuant to the Settlement Agreement, the Trust and the Investor Group have also agreed to certain other terms. To reflect the terms of the Settlement Agreement, the Trust adopted an amended and restated charter for the Committee (the “Amended Charter”). The complete Settlement Agreement and Amended Charter will be included as an exhibit to a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission.

 

 

Bloomberg Writes Again

Bloomberg: Texas Land Bank Draws Investor Ire After CEO Pay Rises 10-Fold

Looks like this is a terminal only article right now so I won’t do my normal block quotation routine.

It is notable that Eric Marshall at Hodges commented in the article about executive comp as being “surprising.”  That’s another large holder that isn’t pleased.

Tim Schwartz commented that he is in the corner of HK management and will go with company’s proposed plan at the meeting in May.