01—Abstract
Summary
Summary of the 8-K filed March 7, 2024. Cited figures are marked; the original filing is the authoritative source.
Texas Pacific Land Corporation (NYSE: TPL) filed a Current Report on Form 8-K dated March 7, 2024, reporting two corporate actions.
First, under Item 5.03, the Company filed a Certificate of Amendment with the Delaware Secretary of State on March 1, 2024, increasing its total authorized capital stock to 47,536,936 shares, consisting of 1,000,000 shares of preferred stock and 46,536,936 shares of common stock, each with a par value of $0.01a. Second, under Item 7.01, the Company announced a three-for-one stock split of its common stock, to be distributed as a stock dividend. Holders of record at the close of business on March 18, 2024 will receive two additional shares for each share held, with the new shares distributed on March 26, 2024.
The Company expects its common stock to begin trading on a split-adjusted basis on March 27, 2024. The split announcement is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.
The press release attached as Exhibit 99.1 describes the Company as one of the largest landowners in Texas, with approximately 868,000 acres in West Texas, concentrated in the Permian Basin. It states that the Company is not an oil and gas producer but generates revenue across the oil and gas development value chain through fixed-fee land use payments, caliche sales, water sourcing and treatment, oil and gas royalty interests, saltwater disposal, and pipeline, power line, utility, commercial lease, and temporary permit revenues.
02—Key points
Key Highlights
- Three-for-one stock split of common stock, paid as a stock dividend: two additional shares per share held at the close of business on March 18, 2024.
- Additional shares to be distributed March 26, 2024; split-adjusted trading expected to begin March 27, 2024.
- Certificate of Amendment filed March 1, 2024 increased total authorized capital stock to 47,536,936 shares (1,000,000 preferred and 46,536,936 common, par value $0.01).
- Company owns approximately 868,000 acres of land in West Texas, mostly in the Permian Basin.
- Company states it is not an oil and gas producer; revenue comes from surface and royalty ownership across the development value chain.
- Revenue streams described include fixed-fee land use payments, caliche sales, water sourcing and produced water treatment, royalty interests, saltwater disposal, and easement and lease income.
- Split announcement is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.
03—Questions
Frequently Asked Questions
What is the stock split ratio and how do shareholders receive the new shares?
The Company announced a three-for-one split, distributed as a stock dividend. Each holder of record at the close of business on March 18, 2024 receives two additional shares of common stock for each share held on that date.
When will the additional shares be distributed and when will split-adjusted trading begin?
The additional shares will be distributed on March 26, 2024. The Company expects its common stock to begin trading on a stock-split adjusted basis on March 27, 2024.
Why did the authorized share count change?
The Company filed a Certificate of Amendment with the Delaware Secretary of State on March 1, 2024, increasing total authorized capital stock to 47,536,936 shares, including 46,536,936 shares of common stock. The filing does not state the purpose of the increase beyond the amendment itself.
What does Texas Pacific Land Corporation do?
According to the press release, the Company owns approximately 868,000 acres in West Texas, mainly in the Permian Basin, and is not an oil and gas producer. It earns revenue from land use fees, caliche sales, water services, royalty interests, saltwater disposal, and pipeline, power line, utility, commercial lease, and temporary permit income.
Is the stock split information considered filed with the SEC for liability purposes?
No. The filing states that the information under Item 7.01, including Exhibit 99.1, has been furnished and is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor incorporated by reference into Securities Act filings unless expressly referenced.
04—Continue