DALLAS, June 25, 2019 /PRNewswire/ -- SoftVest, L.P.,
Horizon Kinetics LLC and ART-FGT Family Partners, the Investor
Group which collectively beneficially owns over 25% of the
outstanding shares of Texas Pacific Land Trust (NYSE: TPL) (the
"Trust" or "TPL"), today announced that Murray Stahl, Chairman of Horizon Kinetics LLC,
has sent a letter to David Barry and
John Norris in response to the
Trust's formation of a "Conversion Exploration Committee" to
evaluate a conversion of the Trust into a C-corporation.
The full text of the letter is below.
June 25, 2019
Texas Pacific Land Trust
Messrs. John Norris and David Barry
1700 Pacific Avenue, Suite 2770
Dallas, TX 75201
Gentlemen,
Thank you for your proposal. Some months ago, when we
began the process to elect Eric
Oliver as the Trust's third trustee, it never occurred to us
that on the eve of the election you would attempt to cancel the
shareholders' vote and sue us. In doing so, you made the choice to
move the contest to the courtroom, a forum that you selected, and
the nature of which requires some time to make the appropriate
response. Yet, now that we are engaged with you in the legal
process, you wish to shift to the mechanism of a Committee to
explore the topic of corporate governance.
While the idea to explore conversion of the Trust to a corporate
structure is laudable in principle, I cannot but take note of a few
items. Eric Oliver, who was
elected by the shareholders, is not acknowledged by the Committee
as such, but then, of course, that is the reason for our legal
dispute and, in any case, you control the Committee.
A far more important issue, though, is that the rules of the
Charter you constructed require, among other philosophically
interesting conditions, that the Committee members deliberate this
topic in secret. Nor may they release any information, even after
the conclusion of the Committee's work, without your approval. Yet,
that is contrary to the well and universally accepted principles of
responsible and ethical corporate governance. We propose, then, the
following: send a list of shareholders to all of the other
shareholders, so that they may engage with one another on this
important topic and other matters critical to the future of
TPL. This will allow them to properly prepare for any future
votes and interaction with the Trustees. For there is nothing
secret about corporate governance; it is based on transparency, and
we ourselves have no monopoly on the topic or its practice.
Very truly yours,
/s/ Murray Stahl
Murray Stahl
Chairman
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SOURCE SoftVest, L.P., Horizon Kinetics LLC and ART-FGT Family
Partners