Texas Pacific Land Corporation (NYSE:TPL) (“TPL” or the “Company”) announced today that the Delaware Court of Chancery (the “Court”) has ruled in favor of TPL in the litigation between the Company and Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors, LLC and SoftVest, L.P. (collectively, the “Investor Group”), in Texas Pacific Land Corp. v. Horizon Kinetics LLC, (C.A. No. 2022-1066-JTL) (Del. Ch.). On December 1, 2023, the Court ruled that the Investor Group should have voted with the Board’s recommendation on Proposal 4, the Company’s proposal to increase the number of authorized shares of common stock (the “Share Authorization Proposal”) at the 2022 Annual Meeting, under the terms of the June 2020 Stockholders’ Agreement with the Company (the “Stockholders’ Agreement”). The Court has deemed the Investor Group’s shares to have been voted in favor of the Share Authorization Proposal, which has been deemed approved by stockholders.
As previously disclosed, once a final order is entered and an amended charter is filed, the Company intends to use a portion of the newly authorized shares to affect a stock split of the Company’s common stock in the form of a stock dividend, and the Court has conditioned the Share Authorization Proposal on such a stock split. In addition, the Share Authorization Proposal increases the number of authorized, unissued shares of common stock.
Sidley Austin LLP and Abrams & Bayliss LLP represented TPL in the litigation.
