Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on July 30, 2019, Texas Pacific Land Trust (the
"Trust") entered into a settlement agreement (the "Settlement Agreement") with
Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, Murray Stahl,
SoftVest, L.P., SoftVest Advisors, LLC, Eric L. Oliver, ART-FGT Family Partners
Limited, Tessler Family Limited Partnership and Allan R. Tessler (the "Investor
Group") with respect to, among other things, litigation that was pending prior
to such time between the parties. The Settlement Agreement provides that, among
other things, if the Conversion Exploration Committee of the Trust (the
"Committee") recommends a plan of conversion within a timeframe appointed by the
Settlement Agreement, the Trustees will thereafter have a time period of 30 days
following the receipt of such recommendation to decide whether to implement such
plan of conversion (such time period, the "Decision Period"). As the Committee
recommended a plan of conversion to the Trustees on January 21, 2020, the end of
the Decision Period pursuant to the Settlement Agreement would have been
February 20, 2020. On February 20, 2020, the Trust and the Investor Group
entered into the First Amendment to Settlement Agreement (the "First
Amendment"), which provided that the Decision Period would extend through March
6, 2020.
On March 6, 2020, the Trust and the Investor Group entered into the Second
Amendment to Settlement Agreement (the "Second Amendment"), which became
effective as of the same date. The Second Amendment provides that the Decision
Period shall extend through March 20, 2020.
Other than as expressly modified pursuant to the Second Amendment, the
Settlement Agreement, which was filed as Exhibit 99.1 to the Current Report on
Form 8-K filed by the Trust with the U.S. Securities and Exchange Commission on
July 31, 2019, remains in full force and effect.
The foregoing description of the Second Amendment is qualified by the full text
of such amendment, which is attached hereto as Exhibit 10.1 and is incorporated
by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Second Amendment to Settlement Agreement dated March 6, 2020.
104 Cover Page Interactive Data File (embedded within the Incline XBRL
document).
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