|6 Months Ended|
Jun. 30, 2019
|Subsequent Events [Abstract]|
We evaluate events that occur after the balance sheet date but before consolidated financial statements are, or are available to be issued to determine if a material event requires our amending the consolidated financial statements or disclosing the event. We evaluated subsequent events through the filing date we issued these consolidated financial statements and identified the following subsequent event requiring disclosure.
On July 30, 2019, the Trust and current Trustees John R. Norris III and David E. Barry 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 the previous proxy contest mounted by the Investor Group and the pending litigation between the parties. Pursuant to the Settlement Agreement, the parties agreed: (i) to dismiss the pending litigation captioned Case 3:19-cv-01224-B Texas Pacific Land Trust et al v. Oliver in the U.S. District Court for the Northern District of Texas in Dallas, (ii) that the third Trustee position will remain vacant at least until the end of the Restricted Period (as defined in the Settlement Agreement), (iii) to add three new members, including Mr. Stahl and Mr. Oliver, to the Conversion Exploration Committee (the “Committee”), which was formed in June, 2019 to evaluate the conversion of the Trust into a C-corporation (the “Conversion”), (iv) the Committee will continue to be governed by its charter dated June 23, 2019, as amended and restated on July 30, 2019, and will complete its work by December 31, 2019, unless the Committee otherwise determines, (v) if the Committee recommends a plan of Conversion and proposes the approval of the Trust’s sub-shareholders, the Investor Group will be required to (1) vote all of the Sub-shares beneficially owned by it in favor of such Conversion at a special meeting called therefor by the Trustees, and (2) privately and publicly support such Conversion through a press release as an exempt solicitation, (vi) if the Trustees decide to implement such plan of Conversion in the form recommended by the Committee in all material respects, (1) the Investor Group will be prohibited from challenging such Conversion in court or otherwise prior to the end of the Restricted Period, and (2) the parties will grant mutual general releases in one another’s favor upon completion of such Conversion, and (vii) to other customary terms of settlement. The foregoing description of the Settlement Agreement is qualified by the full text of such agreement, which is attached as an exhibit to the Trust’s Current Report on Form 8-K filed, filed with the SEC on July 31, 2019 and incorporated by reference herein.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef