Item 2.01 Completion of Acquisition or Disposition of Assets
On
Prior to the market opening on
Contribution Agreement
The Contribution Agreement sets forth TPL Corporation's agreement with the Trust
regarding the principal transactions necessary to transfer all of the equity
interests in
Transfer of Membership Interests
Pursuant to the Contribution Agreement and subject to the terms and conditions contained therein:
? the Trust contributed to TPL Corporation all of the Trust's right, title and interest to, and all responsibilities and liabilities related to and arising from the equity interests in TPL HoldCo; ? TPL Corporation agreed to accept the contributions and agreed to be subject to all rights, obligations and liabilities of, and arising under, the contributed equity; and ? as consideration for the contributions, TPL Corporation issued all of its remaining authorized shares of Common Stock to the Trust. As a result of such issuance, the Trust held, immediately prior to the distribution, all of the issued and outstanding shares of Common Stock. 1
Indemnification by TPL Corporation
Under the Contribution Agreement, TPL Corporation agreed to indemnify, defend and hold harmless the Trust, the Trustees of the Trust (the "Trustees"), the successors of the Trustees and each officer, legal agent or fiduciary of the Trust, in each case, when acting in such capacity against all losses, damages, costs, expenses (including attorneys' fees), liabilities or judgments or reasonable amounts that are paid in settlement in connection with any legal proceeding to which such indemnified person is a party or is otherwise involved based on: (a) the fact that such person is or was a trustee, director, officer, employee or fiduciary of the Trust or is or was serving at the request of the Trust; (b) anything done or not done by such person in any such capacity; or (c) the Contribution Agreement.
The foregoing description of the Contribution Agreement is qualified in its entirety by reference to such agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the corporate reorganization and the
distribution, the trading of sub-share certificates on the NYSE ceased prior to
the market opening on
Item 3.03 Material Modification to Rights of Security Holders.
Items 2.01 and 3.01 of this Current Report on Form 8-K are incorporated herein by reference.
Item 7.01 Regulation FD
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 Contribution Agreement, datedJanuary 11, 2021 , by and betweenTexas Pacific Land Trust andTexas Pacific Land Corporation . 99.1 Press Release ofTexas Pacific Land Corporation datedJanuary 11, 2021 . 104 Cover Page Interactive Data File (embedded within the Incline XBRL document). 2
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