Texas Land Bank Fight Turns Ugly as Dissident Nominee Sued

(Bloomberg) -- Texas Pacific Land Trust postponed a special shareholders meeting and sued the activist investor vying for a trustee job, the latest twist in an increasingly acrimonious proxy battle.

The meeting, previously scheduled for June 6, has been called off until further notice to give investors “the opportunity to cast a fully informed vote,’’ Trustee David E. Barry said Tuesday in a statement.

The company also filed a lawsuit in federal court in Dallas against Eric Oliver, the dissident nominee, accusing him of violating securities laws related to the proxy contest and secretly working with other parties including Santa Monica Partners and Universal Guaranty Life Insurance Co.

Oliver, who runs hedge fund SoftVest LP, said the claims in the lawsuit are without merit, and Santa Monica Partners and Universal Guaranty didn’t need to register as part of the dissident group.

“I would say if they had the votes they needed, they would be holding the meeting,” Oliver said in an interview, adding that the group has sufficient votes to win the trustee seat, based on preliminary tallies.

Texas Pacific is a previously obscure land bank created out of a railroad bankruptcy more than a century ago. Its shares have surged in recent years, giving it a market capitalization of $6.6 billion, as land in West Texas becomes sought-after by shale drillers and firms seeking fresh water for use in fracking. The dissident investors, including the trust’s largest shareholder -- Horizon Kinetics -- are pushing for a change in its corporate structure and more disclosure about its operations.

Santa Monica confirmed its support for Oliver in an April filing but isn’t working with the dissident shareholders, its president, Lawrence J. Goldstein, said in an interview. “I have nothing to do with Mr. Oliver,” he said. No one immediately returned a message left with Universal Guaranty seeking comment.

Barry, and fellow trustee John Norris, said in a letter to shareholders Wednesday the purpose of the suit was not to delay the vote but to allow shareholders to be “fully and accurately informed.” They said they would set the vote once the litigation was resolved by the court or by Oliver providing the necessary disclosures.

“Let us be clear: although the Trust believes that Mr. Oliver is the wrong choice to become TPL’s next Trustee, in no way is it our goal to prevent shareholders from having their say,” the pair said. “At this time, we do not know when the meeting will take place.”

The trust faces an uphill battle to win the necessary support for its own trustee candidate despite winning the backing of two prominent shareholder advisory firms, Institutional Shareholder Services Inc. and Glass Lewis & Co. The dissident investors hold more than 25% of the outstanding shares in the company, creating a hurdle for Texas Pacific to win the necessary support for its nominee.

That challenge has been compounded by a large retail investor base, which would need to be corralled as well for the trust to prevail. A representative for the dissident investors wasn’t immediately available for comment.

The company had already delayed the vote from May 22 to June 6 after it said it needed additional time prepare and mail supplemental proxy material upon the request of regulators.

--With assistance from David Glovin.

To contact the reporters on this story: Caleb Mutua in New York at dmutua@bloomberg.net;Scott Deveau in New York at sdeveau2@bloomberg.net

To contact the editors responsible for this story: Simon Casey at scasey4@bloomberg.net, Pratish Narayanan, Steven Frank

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