0001140361-20-007305.txt : 20200330 0001140361-20-007305.hdr.sgml : 20200330 20200330124106 ACCESSION NUMBER: 0001140361-20-007305 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200330 DATE AS OF CHANGE: 20200330 GROUP MEMBERS: ALLAN R. TESSLER GROUP MEMBERS: ART-FGT FAMILY PARTNERS LTD GROUP MEMBERS: ERIC L. OLIVER GROUP MEMBERS: SOFTVEST ADVISORS, LLC GROUP MEMBERS: TESSLER FAMILY LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS PACIFIC LAND TRUST CENTRAL INDEX KEY: 0000097517 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 750279735 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38472 FILM NUMBER: 20755519 BUSINESS ADDRESS: STREET 1: 1700 PACIFIC AVE STREET 2: STE 2900 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149695530 MAIL ADDRESS: STREET 1: 1700 PACIFIC AVE STREET 2: STE 2900 CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SoftVest, LP CENTRAL INDEX KEY: 0001406386 IRS NUMBER: 752845692 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 400 PINE STREET STE 1010 CITY: ABILENE STATE: TX ZIP: 79601 BUSINESS PHONE: (325)677-6177 MAIL ADDRESS: STREET 1: 400 PINE STREET STE 1010 CITY: ABILENE STATE: TX ZIP: 79601 SC 13D/A 1 formsc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Texas Pacific Land Trust

(Name of Issuer)

Sub-shares in Certificates of Proprietary Interest
(Title of Class of Securities)

882610108
(CUSIP Number)

Eric L. Oliver
c/o SoftVest Advisors, LLC
400 Pine Street, Suite 1010
Abilene, Texas 79601
(325) 677-6177
  
Allan R. Tessler
c/o ART-FGT Family Partnership Limited
2500 Moose-Wilson Road
Wilson, Wyoming 83014
(307) 734-2426

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 27, 2020
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    ☐
 
 Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
CUSIP No. 882610108

1
NAMES OF REPORTING PERSONS
 
 
SoftVest, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 ☒

(b)
☐
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
130,500*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
130,500*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
130,500*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

*
Excludes the Horizon Shares with respect to which SoftVest, L.P. disclaims beneficial ownership.

CUSIP No. 882610108
1
NAMES OF REPORTING PERSONS
 
 
SoftVest Advisors, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 ☒

(b)
☐
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
130,500*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
130,500*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
130,500*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 ☒

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 

*
Excludes the Horizon Shares with respect to which SoftVest Advisors, LLC disclaims beneficial ownership.

CUSIP No. 882610108
1
NAMES OF REPORTING PERSONS
 
 
Eric L. Oliver
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 ☒

(b)
☐
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF, PF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,700
 
 
 
 
8
SHARED VOTING POWER
 
 
130,500*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,700
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
130,500*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
133,200*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 ☒

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.7%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

*
Excludes the Oliver Children Shares and the Horizon Shares with respect to which Mr. Oliver disclaims beneficial ownership.

CUSIP No. 882610108
1
NAMES OF REPORTING PERSONS
 
 
ART-FGT Family Partners Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 ☐

(b)
 ☒
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Wyoming
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
10,830*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
10,830*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
10,830*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 ☒

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.1%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

*
Excludes the 1,700 Shares beneficially owned by Tessler Family Limited Partnership, with respect to which ART-FGT Family Partners Limited disclaims beneficial ownership.

CUSIP No. 882610108
1
NAMES OF REPORTING PERSONS
 
 
Tessler Family Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 ☐

(b)
 ☒
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Wyoming
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
1,700*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,700*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,700*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 ☒

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
Less than 0.1%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

*
Excludes the 10,830 Shares beneficially owned by ART-FGT Family Partners Limited, with respect to which Tessler Family Limited Partnership disclaims beneficial ownership.

CUSIP No. 882610108
1
NAMES OF REPORTING PERSONS
 
 
Allan R. Tessler
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 ☐

(b)
 ☒
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
12,530
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
12,530
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
12,530
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 ☒

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.2%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

This Amendment No. 5 to the Schedule 13D (this “Amendment No. 5”) relates to the sub-share certificates of proprietary interests (the “Shares”) of Texas Pacific Land Trust (“TPL”) and amends the Schedule 13D filed on March 15, 2019 as amended by Amendment No. 1 filed on May 28, 2019, Amendment No. 2 filed on August 1, 2019, Amendment No. 3 filed on February 21, 2020 and Amendment No. 4 filed on March 9, 2020 (the “Original Schedule 13D” and, together with this Amendment No. 5, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D.
 
This Amendment No. 5 is being filed by (1) SoftVest Advisors, LLC, a Delaware limited liability company (“SoftVest Advisors”), (2) SoftVest, L.P., a Delaware limited partnership (“SoftVest LP”), (3) Eric L. Oliver (“Mr. Oliver”), (4) ART-FGT Family Partners Limited, a Wyoming limited partnership (“ART-FGT LP”), (5) Tessler Family Limited Partnership, a Wyoming limited partnership (“Tessler Family LP”) and (6) Allan R. Tessler (“Mr. Tessler”).
 
This Amendment No. 5 is being filed to amend Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows.  This Amendment No. 5 constitutes an exit filing for ART-FGT LP, Tessler Family LP and Mr. Tessler (collectively, the “Tessler Persons”) as the Tessler Persons, as a result of the Letter Agreement (as defined below), beneficially own less than five percent of the Shares of the Issuer.
 
Item 4.
Purpose of Transaction
 
Item 4 of the Schedule 13D is amended by adding the following:
 
On March 27, 2020, pursuant to a letter agreement (the “Letter Agreement”), ART-FGT LP and the Tessler Family LP withdrew from the Cooperation Agreement.  A form of the Cooperation Agreement was previously filed as Exhibit 1 to the Schedule 13D.  The Letter Agreement is attached as Exhibit 9 hereto and is incorporated by reference in this Item 4 in its entirety.  Effective upon the execution of the Letter Agreement, SoftVest Advisors, SoftVest LP, Mr. Oliver and Horizon Kinetics LLC shall no longer be deemed to beneficially own the Tessler Shares.  SoftVest Advisors, SoftVest LP, Mr. Oliver and Horizon Kinetics LLC may no longer be deemed to be a “group” for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated thereunder with the Tessler Persons.
 
Item 5.
Interest in Securities of the Issuer
 
Item 5 of the Schedule 13D is amended by adding the following:
 
Percentages of the Shares outstanding reported in this Amendment No. 5 are calculated based upon the 7,756,156 Shares outstanding as of January 31, 2020, as reported in TPL’s Annual Report on Form 10-K for the year ended December 31, 2019, filed by TPL with the SEC on February 27, 2020.
 
Tessler Family LP beneficially owns 1,700 Shares (the “TF Shares”), which represent less than 0.1% of the outstanding Shares. Tessler Family LP and Mr. Tessler share voting power and dispositive power with respect to the TF Shares.
 
Mr. Tessler beneficially owns 12,530 Shares (representing approximately 0.2% of the outstanding Shares), which includes the ART-FGT Shares and the TF Shares (collectively, the “Tessler Shares”).
 
The Shares reported in this Schedule 13D do not include security interests owned by Horizon.  Horizon has filed a separate amendment to its Schedule 13D reporting beneficial ownership of 1,741,399 Shares (the “Horizon Shares”) representing approximately 22.5% of the outstanding Shares.  This number does not include approximately 23,479 Shares held directly by senior portfolio managers of Horizon and their families.  The Reporting Persons assume no responsibility for the information contained in any such Schedule 13D or any amendment thereto.
 
On March 9, 2020, the Tessler Family LP acquired 400 Shares at a price per Share of $498 in an open market purchase. Except for the foregoing, there have been no transactions with respect to the Shares during the sixty days prior to the date of filing of this Schedule 13D by any of the Reporting Persons or, to their knowledge, any other person or entity referred to in Item 2 of the Schedule 13D.
 
This Amendment No. 5 constitutes an exit filing for the Tessler Persons.  As a result of the Letter Agreement, the Tessler Persons beneficially own less than five percent of the Shares of the Issuer.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
Item 6 of the Schedule 13D is amended by adding the following:
 
The response to Item 4 of this Amendment No. 5 is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits
 
Item 7 of the Schedule 13D is amended by adding thereto the following:
 
Exhibit Number
  
Description of Exhibits
     
 
Letter Agreement dated March 27, 2020, by and among Art-FGT Family Partners Limited and Tessler Family Limited Partnership on the one hand and Horizon Kinetics LLC and SoftVest Advisors LLC on the other hand.

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
SOFTVEST, LP
 
  
 
By:
SoftVest GP I, LLC its general partner
Date: March 30, 2020
 
 
 
By:
 /s/ Eric L. Oliver
 
   
Name:
Eric L. Oliver
  
 
  
Title:
President
  

 
SOFTVEST ADVISORS, LLC
Date: March 30, 2020
 
 
 
By:
 /s/ Eric L. Oliver
 
   
Name:
Eric L. Oliver
  
 
  
Title:
President
  

 
ERIC L. OLIVER
Date: March 30, 2020
 
 
 
By:
 /s/ Eric L. Oliver
 

 
ART-FGT FAMILY PARTNERS LIMITED
 
 
 
By:
Tessler FMC LLC, its general partner
 
 
 
Date: March 30, 2020
 
 
 
By:
 /s/ Andrea Tessler
 
   
Name:
 Andrea Tessler  
   
Title:
 Manager  

 
TESSLER FAMILY LIMITED PARTNERSHIP
 
  
 
By:
Apres Vous LLC, its general partner
Date: March 30, 2020
 
 
 
By:
/s/ Andrea Tessler
 
   
Name:
 Andrea Tessler  
 
  
Title:
 Manager  

 
Allan R. Tessler
 
  
Date: March 30, 2020
 
 
By:
/s/ Allan R. Tessler
 


EX-99.9 2 ex9.htm EXHIBIT 9
Exhibit 9

AGREEMENT
 
March 27, 2020
 
Reference is made to that certain Cooperation Agreement (as amended, the “Cooperation Agreement”) by and among SoftVest Advisors, LLC (“SoftVest”), Horizon Kinetics LLC (“Horizon”), Tessler Family Limited Partnership (“TFLP”), and ART-FGT Family Partners Limited (“ART-FGT” and together with TFLP, the “Tessler Parties”) (collectively, the “Parties” and each, a “Party”).  Each of the Parties hereby mutually agree to terminate the Cooperation Agreement with respect to the Tessler Parties, effective immediately (the “Tessler Withdrawal”).
 
The undersigned Tessler Parties hereby wish to withdraw from the Cooperation Agreement and upon countersignature from SoftVest and Horizon, such withdrawal shall immediately become effective.  Upon such withdrawal, the undersigned Tessler Parties will no longer have any agreement, arrangement or understanding whatsoever with SoftVest or Horizon with respect to the acquisition, holding, voting or disposition of securities of Texas Pacific Land Trust (“TPL”).  Furthermore, upon such withdrawal, SoftVest and Horizon may vote or dispose of any securities of Texas Pacific Land Trust that they may beneficially own in their sole discretion, subject to any contractual obligations each may have to other third parties or to each other (including pursuant to the Cooperation Agreement).
 
The Cooperation Agreement shall otherwise remain in full force and effect between Horizon and SoftVest.  For the avoidance of doubt, Sections 6(d), 7, 8 and 9 of the Cooperation Agreement shall survive the withdrawal by the undersigned.
 
The Tessler Parties acknowledge that notwithstanding such withdrawal, the Tessler Parties may be subject to ongoing obligations to TPL under the Settlement Agreement dated July 30, 2019, as amended.
 
 
Sincerely,
  
     
 
ART-FGT FAMILY PARTNERS LIMITED
  
     
 
By:
TESSLER FMC LLC, its general partner
  
       
 
By:
 /s/ Andrea Tessler  
 

Name: Andrea Tessler  
 

Title: Manager  
       
 
TESSLER FAMILY LIMITED PARTNERSHIP
  
     
 
By:
APRES VOUS LLC, its general partner
  
       
 
By:
 /s/ Andrea Tessler  
 

Name: Andrea Tessler  
 

Title: Manager  

Accepted and agreed:
  
   
HORIZON KINETICS LLC
  
   
By:
 /s/ Jay Kesslen  
Name: Jay Kesslen
  
Title:  General Counsel
  
   
SOFTVEST ADVISORS, LLC
  
   
By:
 /s/ Eric Oliver  
Name: Eric L. Oliver
  
Title:  President