01—Abstract
Summary
Summary of the 8-K filed February 27, 2024. Cited figures are marked; the original filing is the authoritative source.
Texas Pacific Land Corporation (TPL) filed an 8-K under Item 7.01 (Regulation FD Disclosure) on February 27, 2024, furnishing a press release announcing that on February 26, 2024, the Delaware Supreme Court affirmed the December 1, 2023 Delaware Court of Chancery ruling in TPL's favor in its litigation with Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors, LLC and SoftVest, L.P.
(the "Investor Group"), Horizon Kinetics, LLC, et al. v. Texas Pacific Land Corporation (C.A. No. 478, 2023).
The underlying dispute concerns the June 2020 Stockholders' Agreement between the Company and the Investor Group. The Court of Chancery ruled that, at the Company's 2022 annual meeting, the Investor Group should have voted with the Board's recommendation on Proposal 4, the proposal to increase the number of authorized shares of common stock, which has been deemed approved by stockholders. The Supreme Court affirmed the Court of Chancery's post-trial decision and final judgment in TPL's favor.
The filing is limited to this litigation update and a company description in the press release. It furnishes the information under Item 7.01, so it is not deemed filed for purposes of Section 18 of the Exchange Act. The filing includes no financial statements or financial results.
02—Key points
Key Highlights
- On February 26, 2024, the Delaware Supreme Court affirmed the December 1, 2023 Court of Chancery post-trial decision and final judgment in favor of TPL.
- The litigation involved the Investor Group (Horizon Kinetics and SoftVest entities) and the June 2020 Stockholders' Agreement.
- The Court of Chancery held that the Investor Group should have voted with the Board's recommendation on Proposal 4 at the 2022 annual meeting, increasing authorized common shares, which was deemed approved by stockholders.
- The press release is furnished as Exhibit 99.1 under Item 7.01 (Regulation FD Disclosure) and is not deemed filed under Section 18 of the Exchange Act.
- The press release describes TPL as owning approximately 868,000 acres of land in West Texas, mostly in the Permian Basin, and as not an oil and gas producer.
- TPL's revenue streams described include fixed fee payments for land use, caliche sales, sourced and treated produced water, oil and gas royalty interests, saltwater disposal, and easement, commercial lease and temporary permit revenue.
- The filing contains no financial statements or quantitative financial results.
03—Questions
Frequently Asked Questions
What did the Delaware Supreme Court decide?
On February 26, 2024, the Delaware Supreme Court affirmed the December 1, 2023 Court of Chancery post-trial decision and final judgment in favor of Texas Pacific Land Corporation in its litigation with the Investor Group.
What was the dispute about?
The dispute concerned the June 2020 Stockholders' Agreement between TPL and the Investor Group. The Court of Chancery ruled that at the 2022 annual meeting the Investor Group should have voted with the Board's recommendation on Proposal 4, which sought to increase TPL's authorized common stock. That proposal has been deemed approved by stockholders.
Who is the Investor Group?
The Investor Group consists of Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors, LLC and SoftVest, L.P.
Does this filing include financial results?
No. The 8-K covers only the litigation update under Item 7.01 and furnishes a press release as Exhibit 99.1. It does not contain financial statements or financial results.
Is the information in this filing considered filed with the SEC?
The filing states that the Item 7.01 information and Exhibit 99.1 are not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not subject to the liabilities of Sections 11 and 12(a)(2) of the Securities Act of 1933, unless expressly incorporated by reference into another filing.
04—Continue