Texas Pacific Land Trust Responds to Dissident Group’s Latest Attempt to Mislead Shareholders
June 14 2019 - 8:44AM
Business Wire
Texas Pacific Land Trust (NYSE: TPL) (the “Trust”) today issued
the following response to the latest attempt by Eric Oliver and his
Dissident Group to mislead shareholders:
Throughout its campaign to install Eric Oliver as a trustee, the
Dissident Group has claimed that they are motivated by a desire for
transparency, but yet again, this claim is belied by their own
actions.
Oliver and his Dissident Group have attempted to circumvent
ongoing litigation before the United States District Court for the
Northern District of Texas, a primary purpose of which is to
require Mr. Oliver to provide complete and accurate information
regarding his many apparent conflicts of interest. Unfortunately,
Mr. Oliver and his Dissident Group continue to resist producing
this basic information. In particular, Mr. Oliver continues to
refuse to fill out the standard questionnaire, which was completed
by all other Trustee nominees, to address the concerns we have
raised about his background and conflicts of interest.
The Dissident Group cannot change the reality that, contrary to
its repeated assertions, the special meeting has not taken place to
date, and no third trustee has been elected. As explained in our
press release dated May 22, 2019, the purported “meeting” convened
by the Dissident Group was legally invalid. Moreover, the interim
proxy tallies the Dissident Group published – in what we believe
was a violation of federal securities laws – were false and
understated the proxies submitted in favor of the Trust’s
candidate, General Cook, at the time.
Since the Trust had previously announced that the meeting would
be delayed until June 6, millions of shares had not even been voted
at the time the Dissident Group decided to hold its sham “meeting”
on May 22, 2019 – apparently the Dissident Group had no qualms
disenfranchising these shareholders. The Dissident Group failed to
mention that a clear majority of the non-Dissident Group
shareholders had submitted proxies to elect General Cook at that
point; this may explain why the Dissident Group wanted to cut the
election short and not wait for the remaining millions of shares to
get voted.
The Trust would also like to set the record straight on the
innuendos recently published by the Dissident Group:
- The “private plane” to which the
Dissident Group refers is in fact a small used airplane the Trust
purchased to facilitate transportation of its employees between
Dallas and Midland and to access the Trust’s vast acreage in West
Texas. The Trustees have never been on the plane and have no
intention of using it.
- Contrary to the Dissident Group’s
misleading assertion, the Trustees did not use the Trust’s funds to
buy any “private residences” for themselves. The Trust acquired two
townhouses in Midland for the Trust’s employees, one for male and
one for female employees, because accommodations can be difficult
to find in Midland given the scarcity of hotels in this active
area. These townhouses enable employees to travel to Midland as
needed rather than rely on the availability of accommodations. None
of the Trustees have spent a night in these townhouses.
- The Dissident Group made false
allegations regarding the connection of Trustee David Barry to the
law firm of Kelley Drye & Warren, LLP. Mr. Barry retired from
the firm in 2014, several years before he became a Trustee. He
receives a fixed pension payment from Kelley Drye and does NOT
receive any fees collected by the firm, including from the
Trust.
- In 2018, the Trustee compensation was
increased from $2,000 to $104,000. On this point, leading
independent proxy advisory firm Institutional Shareholder Services
(ISS) commented in its election report as follows: “The rationale
for the change, to adjust for inflation since the original trustee
compensation was set in 1888, appears reasonable. The $104,000
figure does not appear unreasonable for a company of TPL's
size.”
- Lastly, the Dissident Group is accusing
the Trustees of “waging proxy contests.” The truth is that the
Trustees reached out numerous times to the Dissident Group to find
an amicable resolution. Time and time again we were rebuffed. They
even published our private confidential settlement communications,
a clear violation of basic ethical principles. The Trust’s
shareholders should ask the Dissident Group: Why are you not
engaging constructively with the Trustees to find an amicable
resolution for the good of ALL shareholders?
Here are some facts about which the Dissident Group cannot
mislead shareholders:
- In the five years prior to the start of
the Dissident Group’s campaign, the Trust outperformed 99% of the
companies listed on the New York Stock Exchange.
- Since 2016, the Trust has returned
~$200 million to shareholders through dividends and share
repurchases.
- Every independent proxy advisory firm –
ISS, Glass Lewis and Egan-Jones – has recommended that shareholders
elect the Trust’s candidate, retired four-star General Donald
Cook.
Finally, because the Dissident Group has tried to confuse the
record, we are obliged to remind shareholders that the proxy
solicitation is suspended while the litigation is pending. The
Trust will inform shareholders once the litigation has been
resolved. Once the proxy solicitation can resume, the Trust will
give notice of a new meeting date and disclose the pertaining
meeting procedures, including the treatment of previously solicited
proxies and the determination of the record date.
Forward-Looking Statements
This release may contain statements that are “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. All statements contained in this release,
other than statements of historical fact, are “forward-looking
statements” for purposes of these provisions, including statements
regarding Texas Pacific’s future operations and prospects, the
markets for real estate in the areas in which Texas Pacific owns
real estate, applicable zoning regulations, the markets for oil and
gas, production limits on prorated oil and gas wells authorized by
the Railroad Commission of Texas, expected competitions,
management’s intent, beliefs or current expectations with respect
to Texas Pacific’s future financial performance and other matters.
Texas Pacific cautions readers that various factors could cause its
actual financial and operational results to differ materially from
those indicated by forward-looking statements made from
time-to-time in news releases, reports, proxy statements and other
written communications, as well as oral statements made from time
to time by representatives of Texas Pacific. The following factors,
as well as any other cautionary language included in this release,
provide examples of risks, uncertainties and events beyond our
control that may cause Texas Pacific’s actual results to differ
materially from the expectations Texas Pacific describes in such
forward-looking statements: global economic conditions; market
prices of oil and gas; the demand for water services by operators
in the Permian Basin; the impact of government regulation; the
impact of competition; the continued service of key management
personnel; and other risks and uncertainties disclosed in Texas
Pacific’s annual reports on Form 10-K and quarterly reports on Form
10-Q. We undertake no obligation to update publicly or otherwise
revise any forward-looking statements, whether as a result of new
information, future events or other factors that affect the subject
of these statements, except where we are expressly required to do
so by law.
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Media:
Abernathy MacGregorSydney Isaacs / Jeremy Jacobs(713) 343-0427 /
(212) 371-5999sri@abmac.com / jrj@abmac.com
Investor Relations:
MacKenzie PartnersPaul Schulman / David Whissel(212) 929-5500 or
(800) 322-2885pschulman@mackenziepartners.com
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