Texas Pacific Land Trust: Shareholder Presentation
Texas Pacific Land Trust: Shareholder Presentation
Texas Pacific Land Trust: Shareholder Presentation
Shareholder Presentation
SoftVest, L.P. (“SoftVest LP”) has filed a definitive proxy statement (the “Proxy Statement”) with the United States
Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for a special
meeting of holders of the sub-share certificates of proprietary interests (the “Shares”) for the election of a new
trustee of Texas Pacific Land Trust (“TPL”) to fill the vacancy created by the resignation of Maurice Meyer III
(such meeting, together with any adjournments, postponements or continuations thereof, the “Special
Meeting”). INVESTORS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS
IMPORTANT INFORMATION. Investors may obtain a free copy of the proxy statement, any amendments or
supplements thereto and other documents that SoftVest LP files with the SEC from the SEC’s website at sec.gov,
or by contacting D.F. King, SoftVest LP’s proxy solicitor, by phone (212-269-5550) or e-mail ([email protected]).
SoftVest Advisors, LLC, SoftVest LP, Eric L. Oliver, ART-FGT Family Partners Limited, Tessler Family Limited
Partnership, Allan R. Tessler, Horizon Kinetics LLC, Murray Stahl, Horizon Asset Management LLC, Kinetics Advisers,
LLC, and Kinetics Asset Management LLC may be deemed participants in the solicitation of proxies from holders
of Shares in connection with the matters to be considered at the Special Meeting. Information about such
participants’ direct and indirect interests, by security holdings or otherwise, is contained in the Proxy Statement.
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An Overview
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Executive Summary
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Executive Summary
TPL was created as a business trust in 1888 as part of the
reorganization following the bankruptcy of the Texas & Pacific
Railway (“T&P Railway”). As a trust, trustees should be held to
a very high standard both as a trustee and a fiduciary.
Since then, TPL deviated from this long held mandate with the
creation of a water operating company, followed by complex
land and royalty “trading” transactions. As such, the activities
of TPL are clearly an operating business, which includes the
reinvestment of nearly $100 million of shareholder capital
annually.
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Executive Summary
• Texas Pacific Land Trust (TPL) is a business trust created in 1888, and is currently one of the
largest landowners in Texas.
• TPL’s revenues derive primarily from royalties from oil and gas; revenues from easements,
leases and land sales; and sales of water.
• TPL continues to be governed as a liquidating business trust from the late 19th century:
• No annual meeting of shareholders
• Board is composed of only three trustees, who serve life appointments
• Shareholders only get to vote on a trustee replacement when incumbent dies, resigns
or is disqualified
• Only four shareholder meetings in 30 years!
• We believe poor governance record and lack of accountability has resulted in:
• Lack of transparency to investors
• Rampant conflicts of interest
• Questionable business decisions
• Total disregard for investors’ view and rights, as evidenced by the conduct of
incumbent trustees during this proxy campaign.
• The long-term holders of over 25% of the outstanding shares have nominated Eric Oliver, who
has been a TPL investor since 2005, to fill a newly created vacancy.
• As one of three trustees, Eric is committed to encourage the Trust to convert to a Delaware
corporation subject to modern governance standards, and will provide the industry
knowledge and expertise that in our view the Board otherwise lacks.
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Investor Group’s
Background and Nominee
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Investor Group
Heavily vested and rooting for the success of TPL
TESSLER Participants
• Mr. Tessler has beneficially owned Shares since 2015.
• Collectively own 11,630 Shares (0.1% of the Outstanding Shares).
SOFTVEST Participants Include: SOFTVEST, L.P., SOFTVEST ADVISORS, LLC, ERIC L. OLIVER
TESSLER Participants Include: ART-FGT FAMILY PARTNERS LIMITED, TESSLER FAMILY LIMITED PARTNERSHIP, ALLAN R. TESSLER
HORIZON KINETICS Participants Include: MURRAY STAHL, HORIZON ASSET MANAGEMENT LLC, KINETICS ADVISERS, LLC, KINETICS ASSET MANAGEMENT LLC
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Investor Group Nominee: Eric Oliver
Background: Well-Qualified Nominee with Long Term Vested Interest
• Currently serves as the President of SoftVest Advisors, a registered investment adviser that
acts as an investment manager for clients, including funds and managed accounts, with
investments in oil and gas minerals and royalties.
• Previously President of Midland Map Company, LLC, a Permian Basin oil and gas lease and
ownership map producer since 1997, and recently sold in January 2019 to Drilling Info.
• Principal of Geologic Research Centers LLC, a log library providing geological data to the oil
and gas industry with a library in Abilene, Texas.
• Served on the Board of Directors of Texas Mutual Insurance Company since 2009, where he
currently also serves as Chairman of the Investment Committee, with over $6,500,000,000 of
total assets.
• In 2007, through certain affiliated entities, Mr. Oliver led a team to successfully acquire the
assets of the Santa Fe Energy Trust (formerly NYSE ticker SFF), which consisted of over 12,000
royalty and working interest properties in at least seven states.
In this brief video, Eric introduces himself and talks about his history with TPL.: https://vimeo.com/330849206/5eb7bbd692
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Texas Pacific Land Trust (TPL)
Asset Overview
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Texas Pacific Land Trust (“TPL”)
Background
Primary Assets
• 902,177 surface acres, with water rights, in West Texas
• 370,737 1/16th Non Participating Royalty Interest (“NPRI”) Acres
• 84,934 1/128th Non Participating Royalty Interest (“NPRI”) Acres
Business Lines
• Oil & Gas Royalties
• Land Easement and Sundry Income
• Water Sales & Royalties
• Water Easements & Sundry Income
Issuer Information
• Ticker: “TPL”, the second oldest trading security on NYSE, subject to both NYSE
rules and the Securities Exchange Act of 1934
• Market Capitalization: approximately $7b (as of 4/19/19)
Large,
Robust
Resource
Source: Chevron Corporation, U.S. Energy Information Association, IHS Unconventional Play Monitor, Company Filings
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Texas Pacific Land Trust (TPL)
Recent Results
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Recent Results
Oil & Gas Royalties
$1,000
Gas (Bbls) 992% Growth of $100
$800
Total (Bbls) 746% $600
TPL Stock* 448% $400
$200
*through 12/31/2018
*production data provided through year-end $0
+640%
Source: Bloomberg
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Recent Results
Easement & Sundry Income
Trustees want credit for passive royalty How many companies hold perpetual
revenue growth, but none for passive easements across trust land signed before
easement revenue stagnation 2016?
• Could an experienced
board of directors help
evaluate these complex
transactions?
Passive Income
Royalties ($123.8) ($58.4) ($28.4) Expense Growth
Non-Operating Income over 2x Greater
Land & Royalty Sales ($23.8) ($0.7) ($3.4) than Revenue
Growth
"Operating Revenue" $152.6 $95.5 $34.3 4.4x
Expenses
Salaries and Employee Expenses $18.4 $3.8 $1.4 12.8x
General and Administrative Expenses $4.7 $1.5 $0.9 5.1x
Variable Expenses $23.1 $5.3 $2.4 9.7x
% of Operating Revenue 15.1% 5.5% 6.9%
Figures in millions of dollars.
Source: Company Filings
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Recent Results
Financial Review
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Why Transformation Is Needed NOW
Lacking Modern Corporate Governance Standards
Trustees/General Agents Lack of Relevant Experience
• Trustees have spent their careers as attorneys and lack any relevant oil & gas experience.
• Trustees acknowledge that no current member of the Board of Trustees would meet the
definition of an “audit committee financial expert”.
• General Agents (the CEO and CFO) have limited/no oil & gas experience beyond current
roles.
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Why Transformation Is Needed NOW
Virtually No Alignment of Interest
• Total inside ownership in the stock is 1,600 Shares, including only 300 by the General Agents –
less than 0.03% of outstanding Shares.
• This current inside ownership level is a dramatic decline and the lowest level over the past
30 years.
• At recent prices, total stock ownership by 2 Trustees and 2 General Agents combined is less
than either of the bonuses paid to the 2 General Agents.
• The General Agents are incentivized to continue to earn their annual large cash salaries
and bonuses (which are tied to short-term profits); unlike shareholders, they have little to
gain by way of long-term stock price appreciation.
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Why Transformation Is Needed NOW
Lacking Transparency and Disclosures
• The previous General Agent (CEO) assigned large surface acreage rights to a private
operator prior to leaving TPL to work for the very company involved in the transaction.
• TPL failed to disclose that its initial nominee to fill the vacant Trustee position, Preston Young,
works for Stream Realty in Houston. Stream Realty manages 3 buildings in Houston that are
owned by a current Trustee’s firm. TPL subsequently replaced Preston Young as nominee
with its current candidate.
• One of the current Trustees also serves as President of Tarka Resources, which merged with
Manti to form Manti Tarka Permian, LP (“Manti Tarka”). Manti Tarka has drilled on TPL’s NPRI
in Pecos County. Additionally, TPL also owns surface acreage around the wells being drilled
by Manti Tarka, so it is unclear if Manti Tarka have engaged in any transactions relating to
surface use rights or easements and who, if anyone, has approved these transactions
outside the conflicted Trustee.
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Why Transformation Is Needed NOW
Lacking Relevant Experience and Network
• In 2011, without disclosure—TPL swapped 15,746 surface acres and 13,211 gross 1/16 non-
participating royalty interest (NPRI) along the state line in Culberson County for Mineral
Classified acreage in central Culberson (Chevron is developing the acquired property while
no activity has taken place on the Mineral Classified property).
• In 2018, TPL sold 14,000 Surface Acres in Loving/Reeves County in an area that TPL’s most
recent—and only—presentation describes as a “Core Surface Position” without rationale.
• In 2018-2019, TPL sold Midland Basin NPRI to Chevron, which had pristine title, and then
purchased a broad swath of low NRI properties around the Midland Basin again with no
disclosure or justification.
• In 2018, TPL purchased surface acreage in Hudspeth, Concho and Mitchell counties. There
is little to no drilling activity in these counties and there has been no discussion by
management as to why purchasing this land is more attractive than buying back units.
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Why Transformation Is Needed NOW
Lacking Relevant Experience and Network (cont’d)
• Management has spent over $62 million on an active water business that requires large
capital expenditures and employee management without shareholder approval and
limited disclosure.
• 2018 was the lowest percentage of revenue allocated to the retiring of shares in the history
of TPL, despite the 50%+ drop in stock price during the 4th quarter and the significant cash
position.
• TPL’s recently filed—and only—presentation highlights 10 wells drilled on or around TPL’s NPRI
position in the Delaware Basin. 5 of the 10 wells highlighted by TPL are in the wrong location,
some by more than 20 miles, with one well listed in the wrong county.
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Why Transformation Is Needed NOW
While we have kept this campaign honest and fair, management has
chosen to use hyperbole to demonize large long-term shareholder
Sample TPL Management Social Ads (filed by TPL with the SEC on 4/10/19:
Facebook:
“There’s a storm on the horizon. Texas Pacific Land Trust and its legacy of
value creation are under threat by a dissident group putting its own Who is paying for an
interests before those of other shareholders. Retired 4-star General Donald expensive website,
Cook is the ONLY candidate who will advance TPL’s strategy for the designers, PR advisors
benefit of ALL shareholders. Make your voice heard. Vote FOR General and now a social media
Cook on the BLUE card. Protect your Trust. Trust General Cook.” campaign?
Google:
“Texas Pacific Land Trust. Proven strategy is now at risk. Vote for Gen
Cook on BLUE Card. TPL outperformed the market with returns of 733%
since 2014. More than Apple or Amazon! TPL is vital to Texas history
https://www.trusttpl.com/”
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Why Transformation is Needed NOW
The Trustees Should Embrace and Work Collaboratively With Eric Oliver
TPL’s Management Already Seeks Out To Him For His Knowledge and Expertise
Mr. Oliver promptly provided the list to Mr. Packer, even after being
the target of a distasteful attack letter issued by TPL that morning.
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Why Transformation is Needed NOW
• TPL switched their nominees between the filing of their preliminary proxy statement and
their definitive proxy statement, only after Mr. Oliver’s nomination was made public.
• TPL failed to disclose that its initial nominee to fill the vacant Trustee position, Preston Young,
works for Stream Realty in Houston. Stream Realty manages 3 buildings in Houston that are
owned by a current Trustee’s firm. TPL subsequently replaced Preston Young as nominee
with its current candidate.
Access to Shareholders
• Have refused to turn over their NOBO list, DTC List and omnibus proxies, all of which are in
their possession.
• Sent over a scan of the registered holder list (not in electronic form, per industry standard)
that our team had to then manually organize and build into a spreadsheet.
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Eric Oliver’s
Actionable Plans
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Mr. Oliver’s Plan
If Elected, Mr. Oliver Intends to Encourage the Other Two Trustees to:
Create a Board of Directors
Board will operate according to modern governance standards with requisite independent
members and disclosures
Include several oil and gas professionals, in addition to an expert for the Audit Committee
Evaluate all significant capital allocation decisions
Provide Shareholders with Basic Rights
Implement annual elections for all directors
Increase Disclosure
Include drilling, rig, well, capital expenditure and various additional data to better inform
shareholders
Hold annual investor meetings and provide quarterly earnings calls
Actively Engage with Partners in the Permian Basin
Evaluate the best practices for working with oil and gas companies and infrastructure companies
Recommit to Returning Capital to Shareholders
Management has de-emphasized buybacks and dividends in order to pursue capital investments
Board will define return on capital hurdles and set parameters for stock repurchases and
dividends
Develop Water Business to Maximize Shareholder Value
Provide water team with seasoned board for expansion and development
Assess various types of water ventures to limit risk and maximize long-term growth
Work with oil and gas partners to ensure both source and produced water requirements are met
for decades of production
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The Opportunity to Improve
Why We Are Behind Our Candidate: Eric Oliver
Trustee Nominees Incumbent Trustees
Eric General David John
Oliver Cook Barry Norris
Large
Shareholder
Land Expertise
Geology Expertise
Governance
Experience
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The Opportunity to Improve
Positioning TPL for the Future
Modern
Governance
Vested Board of
Board/Management Directors
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Forward-Looking Statements
This Presentation may include forward-looking statements that reflect the Participants’
current views with respect to future events. Statements that include the words ‘‘expect,’’
‘‘intend,’’ ‘‘plan,’’ ‘‘believe,’’ ‘‘project,’’ ‘‘anticipate,’’ ‘‘will,’’ ‘‘may,’’ ‘‘would’’ or similar
words are often used to identify forward-looking statements. All forward-looking statements
address matters that involve risks and uncertainties, many of which are beyond our control.
Accordingly, there are or will be important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore, you should not place
undue reliance on any such statements. Any forward-looking statements made in this
Presentation are qualified in their entirety by these cautionary statements, and there can
be no assurance that the actual results or developments anticipated by the Participants will
be realized or, even if substantially realized, that they will have the expected
consequences to, or effects on, the Trust or its business, operations or financial condition.
Except to the extent required by applicable law, the Participants undertake no obligation
to update publicly or revise any forward-looking statement, whether as a result of new
information, future developments or otherwise.