Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on June 11, 2020, in connection with the plan of Texas
Pacific Land Trust (the "Trust") to reorganize (the "corporate reorganization")
into a corporation formed under Delaware law (the "New Corporation"), the Trust
entered into a Stockholders' Agreement (the "Stockholders' Agreement") with
Horizon Kinetics LLC and Horizon Kinetics Asset Management LLC (together with
Horizon Kinetics LLC and collectively with their affiliates, "Horizon"),
SoftVest Advisors, LLC and SoftVest, L.P. (together with SoftVest Advisors, LLC
and collectively with their affiliates, "SoftVest") and Mission Advisors, LP
(together with Horizon and SoftVest, the "Stockholders").
The Stockholders' Agreement, which establishes certain features of governance
for the New Corporation, provides that the agreement will terminate if the
corporate reorganization has not been completed by December 31, 2020 (the
"Outside Date"). As the Trust currently plans to complete the corporate
reorganization during January 2021, the Trust and the Stockholders have entered
into the First Amendment to Settlement Agreement, dated December 14, 2020 (the
"Amendment"), to change the Outside Date to January 31, 2021.
Other than as expressly modified pursuant to the Amendment, the Stockholders'
Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K
filed by the Trust with the U.S. Securities and Exchange Commission on June 15,
2020, 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 Stockholders' Agreement dated December 14, 2020.
104 Cover Page Interactive Data File (embedded within the Incline XBRL document).
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