Texas Pacific Land Corporation Announces Completion of Corporate Reorganization of Texas Pacific Land Trust
January 11 2021 - 6:00AM
Business Wire
Common Stock Begins Trading on the New York
Stock Exchange
New Board of Directors will Include Nine
Members
Tyler Glover to Continue Leadership as CEO
Texas Pacific Land Corporation (NYSE: TPL) (“TPL Corporation”)
announced today that the reorganization of Texas Pacific Land Trust
(the “Trust”) has been completed. The Trust has transferred all of
its assets, employees, liabilities and obligations to TPL
Corporation and has distributed all of the shares of common stock,
par value $0.01, of TPL Corporation (the “Common Stock”) to holders
of sub-share certificates in certificates of proprietary interest
of the Trust (“sub-share certificates”) on a pro-rata, one-for-one
basis in accordance with their interests in the Trust. TPL
Corporation is an independent public company that begins “regular
way” trading on the New York Stock Exchange (“NYSE”) today under
the symbol “TPL.”
The distribution of Common Stock was made in book-entry form
only. No action was required by holders of sub-share certificates
in order to receive shares of Common Stock. The trading of
sub-share certificates on the NYSE has ceased and the sub-share
certificates have been cancelled.
“A Delaware corporation structure is more aligned with the
expectations of today’s investors than the former trust structure
and is intended to allow us to execute on business goals and
capitalize on our superb assets, resources and business potential,”
said David E. Barry, Co-Chair of the Board. John Norris, Co-Chair
of the Board, added, “We expect that our enhanced governance
framework, in step with practices of publicly traded peer
corporations, will foster value creation over time and benefit our
stockholders.”
TPL Corporation’s board of directors consists of nine directors.
Barbara J. Duganier, Dana F. McGinnis, and Tyler Glover are serving
as directors in Class I (with terms expiring at the 2021 annual
meeting of stockholders), Donna E. Epps, General Donald G. Cook,
USAF (Ret.) and Eric L. Oliver are serving as directors in Class II
(with terms expiring at the 2022 annual meeting of stockholders),
and David E. Barry, John R. Norris III, and Murray Stahl are
serving as directors in Class III (with terms expiring at the 2023
annual meeting of stockholders). Eight of the nine directors are
independent under the independence standards established by the
Sarbanes-Oxley Act and the applicable rules of the U.S. Securities
and Exchange Commission (“SEC”) and the NYSE.
Tyler Glover, who has been the Chief Executive Officer of the
Trust since November 2016, will serve as President and Chief
Executive Officer of TPL Corporation, in addition to serving as a
director.
Further information about the corporate reorganization, the
distribution, corporate governance and policies of TPL Corporation
may be found in the information statement that was filed by TPL
Corporation with the SEC, on December 31, 2020, as an exhibit to a
Current Report on Form 8-K.
Sidley Austin LLP acted as legal advisor to the Trust and TPL
Corporation.
About Texas Pacific Land Corporation
Texas Pacific Land Corporation is one of the largest landowners
in the State of Texas with approximately 880,000 acres of land in
West Texas. The Corporation is not an oil and gas producer, but its
surface and royalty ownership allow revenue generation through the
entire value chain of oil and gas development, including through
fixed fee payments for use of our land, revenue for sales of
materials (caliche) used in the construction of infrastructure,
providing sourced water and treated produced water, revenue from
our oil and gas royalty interests, and revenues related to
saltwater disposal on our land. The Corporation also generates
revenue from pipeline, power line and utility easements, commercial
leases, material sales and seismic and temporary permits related to
a variety of land uses including midstream infrastructure projects
and hydrocarbon processing facilities.
Visit TPL Corporation at www.texaspacific.com.
Cautionary Statement Regarding Forward-Looking
Statements
This news release may contain 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, that are based on TPL Corporation’s beliefs, as well as
assumptions made by, and information currently available to, TPL
Corporation, and therefore involve risks and uncertainties that are
difficult to predict. Generally, future or conditional verbs such
as “will,” “would,” “should,” “could,” or “may” and the words
“believe,” “anticipate,” “continue,” “intend,” “expect” and similar
expressions identify forward-looking statements. Forward-looking
statements include, but are not limited to, statements regarding
the corporate reorganization and other references to strategies,
plans, objectives, expectations, intentions, assumptions, future
operations and prospects and other statements that are not
historical facts. You should not place undue reliance on
forward-looking statements. Although TPL Corporation believes that
plans, intentions and expectations, including those regarding the
corporate reorganization, reflected in or suggested by any
forward-looking statements made herein are reasonable, TPL
Corporation may be unable to achieve such plans, intentions or
expectations and actual results, and performance or achievements
may vary materially and adversely from those envisaged in this news
release due to a number of factors including, but not limited to:
an inability to achieve some or all of the expected benefits of the
corporate reorganization and distribution; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the corporate reorganization; the
potential impacts of COVID-19 on the global and U.S. economies as
well as on TPL Corporation’s financial condition and business
operations; the initiation or outcome of potential litigation; and
any changes in general economic and/or industry specific
conditions. Except as required by law, TPL Corporation undertakes
no obligation to publicly update or revise any such forward-looking
statements. These risks, as well as other risks associated with TPL
Corporation and the corporate reorganization are also more fully
discussed in a Current Report on Form 8-K filed by TPL Corporation
with the SEC on December 31, 2020, which includes an information
statement describing the corporate reorganization and the
distribution in more detail. You can access TPL Corporation’s
filings with the SEC through the SEC website at www.sec.gov and TPL
Corporation strongly encourages you to do so. Except as required by
applicable law, TPL Corporation undertakes no obligation to update
any statements herein for revisions or changes after this
communication is made.
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version on businesswire.com: https://www.businesswire.com/news/home/20210111005527/en/
(214) 969-5530 Chris Steddum Vice President, Finance and
Investor Relations
Texas Pacific Land (NYSE:TPL)
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