Texas Pacific Land Trust Announces Anticipated Distribution Date in Connection with Corporate Reorganization
December 31 2020 - 4:19PM
Business Wire
The Trustees of Texas Pacific Land Trust (NYSE: TPL) (the
“Trust”) announced today that, in connection with the Trust’s
previously announced plan to reorganize the Trust from its current
structure to a corporation formed under Delaware law named Texas
Pacific Land Corporation (“TPL Corporation”), the Trust expects to
distribute all of the common stock of TPL Corporation to holders of
sub-share certificates in certificates of proprietary interest of
the Trust (“sub-share certificates”) on January 11, 2021 (such
date, the “effective date”).
Prior to the market opening on the effective date, the Trust
will distribute all of the shares of TPL Corporation common stock
to holders of sub-share certificates as of such date on a pro rata,
one-for-one basis in accordance with their interests in the Trust.
The trading of sub-share certificates on the New York Stock
Exchange (“NYSE”) will cease prior to the market opening and TPL
Corporation common stock will begin trading on the NYSE on the same
date under the symbol “TPL,” and the sub-share certificates will be
cancelled.
The distribution of TPL Corporation common stock will be made in
book-entry form only. No action is required by holders of sub-share
certificates in order to receive shares of TPL Corporation common
stock. Immediately after the distribution becomes effective, TPL
Corporation will be an independent, publicly traded company and
successor to all of the Trust’s assets, employees, liabilities and
obligations.
TPL Corporation previously filed a registration statement on
Form 10 with the U.S. Securities and Exchange Commission (the
“SEC”) on December 14, 2020 (as amended, the “Registration
Statement”), relating to the corporate reorganization. On December
31, 2020, the Registration Statement was declared effective.
The Registration Statement included a preliminary information
statement that describes the corporate reorganization and provides
information regarding the Trust and TPL Corporation. A final
information statement describing the corporate reorganization and
the anticipated distribution in more detail (the “Final Information
Statement”) has been filed with the SEC as an exhibit to TPL
Corporation’s Current Report on Form 8-K and will be furnished as
an exhibit to a Current Report on Form 8-K of the Trust. Investors
and holders of sub-share certificates are urged to read documents
filed with the SEC carefully and in their entirety as these
materials contain important information about the Trust, TPL
Corporation and the corporate reorganization.
The completion of the corporate reorganization and distribution
is subject to the satisfaction or waiver of a number of conditions,
including the absence of unforeseen events or developments that
would make it inadvisable to effect the corporate
reorganization.
About Texas Pacific Land Trust
Texas Pacific Land Trust is one of the largest landowners in the
State of Texas with approximately 880,000 acres of land in West
Texas. The Trust was organized under a Declaration of Trust to
receive and hold title to extensive tracts of land in the State of
Texas, previously the property of the Texas and Pacific Railway
Company, and to issue transferable Certificates of Proprietary
Interest pro rata to the holders of certain debt securities of the
Texas and Pacific Railway Company. Texas Pacific Land Trust’s
trustees are empowered under the Declaration of Trust to manage the
lands with all the powers of an absolute owner. Texas Pacific Land
Trust is not a REIT.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Cautionary Statement Regarding Forward-Looking
Statements
This news release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, that are based on the Trust’s beliefs, as well as
assumptions made by, and information currently available to, the
Trust, and therefore involve risks and uncertainties that are
difficult to predict. Generally, future or conditional verbs such
as “will,” “would,” “should,” “could,” or “may” and the words
“believe,” “anticipate,” “continue,” “intend,” “expect” and similar
expressions identify forward-looking statements. Forward-looking
statements include, but are not limited to, statements regarding
the corporate reorganization and other references to strategies,
plans, objectives, expectations, intentions, assumptions, future
operations and prospects and other statements that are not
historical facts. You should not place undue reliance on
forward-looking statements. Although the Trust believes that plans,
intentions and expectations, including those regarding the
corporate reorganization, reflected in or suggested by any
forward-looking statements made herein are reasonable, the Trust
may be unable to achieve such plans, intentions or expectations and
actual results, and performance or achievements may vary materially
and adversely from those envisaged in this news release due to a
number of factors including, but not limited to: a determination of
the Trustees of the Trust not to provide final approval of all
actions and transactions necessary to effect the corporate
reorganization; a determination that the corporate reorganization
will not be tax-free to the Trust and holders of the Trust’s
sub-share certificates; the occurrence of any event, change or
other circumstances that could give rise to the abandonment of the
corporate reorganization; changes or uncertainties in the expected
timing, likelihood or completion of the corporate reorganization;
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the corporate
reorganization; the potential impacts of COVID-19 on the global and
U.S. economies as well as on the Trust’s financial condition and
business operations; risks related to disruption of management time
from ongoing business operations due to the corporate
reorganization; the initiation or outcome of potential litigation;
and any changes in general economic and/or industry specific
conditions. Except as required by law, the Trust undertakes no
obligation to publicly update or revise any such forward-looking
statements. For more information concerning factors that could
cause actual results to differ from those expressed or referred to
herein, see the Trust’s annual report on Form 10-K and quarterly
reports on Form 10-Q filed with the SEC. These risks, as well as
other risks associated with the Trust, TPL Corporation and the
corporate reorganization are also more fully discussed in the
Registration Statement, which includes a preliminary information
statement, filed by TPL Corporation with the SEC on December 14,
2020 and declared effective by the SEC on December 31, 2020; a
Current Report on Form 8-K filed by TPL Corporation with the SEC on
December 31, 2020, which includes a final information statement
describing the corporate reorganization and the anticipated
distribution in more detail (the “Final Information Statement”);
and a Current Report on Form 8-K, which is expected to be filed by
the Trust on or about December 31, 2020 and to include the Final
Information Statement. You can access the Trust’s and TPL
Corporation’s filings with the SEC through the SEC website at
www.sec.gov and the Trust and TPL Corporation strongly encourage
you to do so. Except as required by applicable law, the Trust and
TPL Corporation undertake no obligation to update any statements
herein for revisions or changes after this communication is
made.
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version on businesswire.com: https://www.businesswire.com/news/home/20201231005241/en/
(214) 969-5530 Chris Steddum Vice President, Finance and
Investor Relations
Texas Pacific Land (NYSE:TPL)
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