Delaware Court of Chancery Rules in Favor of Texas Pacific Land Corporation on Litigation Related to Stockholders’ Agreement
04 Dicembre 2023 - 2:00PM
Business Wire
Texas Pacific Land Corporation (NYSE: TPL) (“TPL” or the
“Company”) announced today that the Delaware Court of Chancery (the
“Court”) has ruled in favor of TPL in the litigation between the
Company and Horizon Kinetics LLC, Horizon Kinetics Asset Management
LLC, SoftVest Advisors, LLC and SoftVest, L.P. (collectively, the
“Investor Group”), in Texas Pacific Land Corp. v. Horizon Kinetics
LLC, (C.A. No. 2022-1066-JTL) (Del. Ch.). On December 1, 2023, the
Court ruled that the Investor Group should have voted with the
Board’s recommendation on Proposal 4, the Company’s proposal to
increase the number of authorized shares of common stock (the
“Share Authorization Proposal”) at the 2022 Annual Meeting, under
the terms of the June 2020 Stockholders’ Agreement with the Company
(the “Stockholders’ Agreement”). The Court has deemed the Investor
Group’s shares to have been voted in favor of the Share
Authorization Proposal, which has been deemed approved by
stockholders.
As previously disclosed, once a final order is entered and an
amended charter is filed, the Company intends to use a portion of
the newly authorized shares to affect a stock split of the
Company’s common stock in the form of a stock dividend, and the
Court has conditioned the Share Authorization Proposal on such a
stock split. In addition, the Share Authorization Proposal
increases the number of authorized, unissued shares of common
stock.
Sidley Austin LLP and Abrams & Bayliss LLP represented TPL
in the litigation.
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’s beliefs, as well as assumptions
made by, and information currently available to, TPL, 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 expected benefits of
the Share Authorization Proposal and TPL’s intention to use a
portion of the newly authorized shares for a 3-1 stock split of the
Company’s common stock in the form of a stock dividend. Although
TPL believes that plans, intentions and expectations reflected in
or suggested by any forward-looking statements made herein are
reasonable, TPL 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. For more information concerning factors that could cause
actual results to differ from those expressed, see TPL’s annual
report on Form 10-K filed with the U.S. Securities and Exchange
Commission. Except as required by applicable law, TPL undertakes no
obligation to update any forward-looking statements or other
statements herein for revisions or changes after this communication
is made.
About Texas Pacific Land Corporation
Texas Pacific Land Corporation (NYSE: TPL) is one of the largest
landowners in the State of Texas with approximately 868,000 acres
of land in West Texas, with the majority of its ownership
concentrated in the Permian Basin. The Company 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 Company
also generates revenue from pipeline, power line and utility
easements, commercial leases, and temporary permits related to a
variety of land uses including midstream infrastructure projects
and hydrocarbon processing facilities.
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TPL Investor Relations IR@texaspacific.com
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