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 be February 20,
2020.
On February 20, 2020, the Trust and the Investor Group entered into the First
Amendment to Settlement Agreement (the "Amendment"), which became effective as
of the same date. The Amendment provides that the Decision Period shall extend
through March 6, 2020.
Other than as expressly modified pursuant to the 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 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 First Amendment to Settlement Agreement dated February 20, 2020 .
104 Cover Page Interactive Data File (embedded within the Incline XBRL document).
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