ISS Recommends San Juan Basin Royalty Trust Unit Holders NOT Consent to Southwest Bank’s Request to Call a Special Meeting ...
September 20 2016 - 1:11PM
Business Wire
Compass Bank, as Trustee of the San Juan Basin Royalty Trust
(NYSE:SJT) (the “Trust”), today announced that Institutional
Shareholder Services (ISS), the nation’s leading independent proxy
advisory firm, has issued a report recommending that unit holders
of the Trust not consent to the
request by Southwest Bank and Robert Lansford, senior business
development officer for Southwest Bank (together, “Southwest”), for
a special meeting of unit holders to remove the trustee of the
Trust.
ISS further recommends that unit holders support Compass Bank’s
consent revocation by signing, dating and mailing Compass Bank’s
BLUE consent revocation card.
Southwest had previously filed with the U.S. Securities and
Exchange Commission (“SEC”) a solicitation statement and
distributed white consent request cards seeking to call a special
meeting of the Trust’s unit holders to remove Compass Bank as
trustee and elect Southwest as successor trustee of the Trust.
Compass Bank issued the following statement:
We agree with ISS’s recommendation that unit
holders of the Trust not consent to
call a special meeting. We strongly believe that Southwest’s effort
to call a special meeting is not in the best interests of the Trust
or the unit holders. We are very pleased that ISS has reached the
same conclusion.
Southwest points to no specific shortcomings
in Compass Bank’s performance and fails to provide unit holders
with specific details as to what Southwest would do differently. It
is clear that Southwest’s costly and time-consuming campaign to
elect itself trustee of the Trust would benefit Southwest, but in
our view, the unit holders would receive no benefit from a change
in trustee.
As trustee of the Trust for over a decade,
Compass Bank remains committed to serving the unit holders of the
Trust and maximizing unit holder value. We ask unit holders to
support Compass Bank by signing, dating and mailing Compass Bank’s
BLUE consent revocation card.
In its report, ISS* noted that:
- “Since the trust fees charged by the
banks are defined by the Trust indenture, both sides acknowledge
that there would be no material changes in terms of fee structure
for unitholders in the event of a change.”
- “On balance, [Southwest] has not
presented a compelling argument that former trust officer [Lee Ann]
Anderson possesses unique expertise that would result in superior
management of these assets, particularly as there is no documented
evidence of unitholder dissatisfaction since her departure. In
addition, there is no indication that Compass [Bank] currently
lacks the knowledge or resources to handle this account. Lastly,
the potential benefits of a changeover in trustee appear mostly
hypothetical at this point, rather than immediate, tangible
improvement, such as a lower fee structure or remediation of
documented service failures.”
- “As [Southwest] has failed to
demonstrate that the potential benefits of replacing Compass
[Bank]—which has served as trustee of San Juan Basin Royalty Trust
for more than 10 years—outweigh the risks and costs associated with
such a move, support FOR Compass Bank’s consent revocation
solicitation is recommended.”
*Permission neither sought nor obtained from ISS.
Compass Bank, on behalf of the Trust, urges you to
not vote Southwest’s white consent
request card. If you have already signed Southwest’s white consent
request card, you can support Compass Bank by signing, dating and
mailing the BLUE consent revocation card previously delivered by
Compass Bank to the address on the card:
Compass BankAttention: San Juan Basin Royalty
Trust300 W. 7th Street, Suite BFort Worth, Texas 76102
Even if you have not signed Southwest’s white consent request
card, we urge you to sign, date and mail Compass Bank’s BLUE
consent revocation card.
If you have any questions, require any assistance or need a copy
of the BLUE consent revocation card, please contact:
Kaye WilkeInvestor Relations, San Juan Basin
Royalty TrustCall Toll-Free: (866) 809-4553E-mail: sjt.us@bbva.com
Additional Information Regarding Consent Solicitation
In connection with the consent solicitation initiated by
Southwest to call a special meeting of the Trust’s unit holders,
the Trust has filed with the SEC a consent revocation statement
together with a BLUE consent revocation card as well as other
relevant documents. The Trust has mailed the definitive consent
revocation statement and a BLUE consent revocation card to unit
holders of the Trust entitled to execute, withhold or revoke
consents relating to the proposed consent solicitation initiated by
Southwest. UNIT HOLDERS ARE URGED TO READ SUCH CONSENT REVOCATION
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
Compass Bank may be deemed to be a participant in the
solicitation of consent in connection with the proposals of the
Trust. Information regarding Compass Bank’s interests in the Trust
by security holdings and otherwise is set forth in the Trust’s
Annual Report on Form 10-K for the year ended December 31, 2015 and
in the Trust’s subsequent Quarterly Reports on Form 10-Q.
Unit holders will be able to obtain, free of charge, copies of
the consent revocation statement, any amendments or supplements
thereto and any other documents (including the BLUE consent
revocation card) at the SEC’s website (http://www.sec.gov), at the
Company’s website (http://www.sjbrt.com/) or by contacting Kaye
Wilke by phone at (866) 809-4553, by email at sjt.us@bbva.com or by mail at San Juan Basin
Royalty Trust, c/o Compass Bank, Trust Department, Attn: Investor
Relations, 300 W. 7th Street, Suite B, Fort Worth, Texas 76102.
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version on businesswire.com: http://www.businesswire.com/news/home/20160920006661/en/
San Juan Basin Royalty TrustCompass BankJoshua R. Peterson, Vice
President & Senior Trust OfficerKaye Wilke, Investor Relations,
toll-free: 866-809-4553Fax: 817-735-0936www.sjbrt.comsjt.us@bbva.com
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