false
0001811074
0001811074
2025-10-23
2025-10-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 23, 2025
Texas
Pacific Land Corporation
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
1-39804 |
75-0279735 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| |
|
|
| 2699 Howell Street, Suite 800 |
|
| Dallas,
TX |
75204 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 214-969-5530
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
Common Stock, par value $0.01 per share
|
|
TPL |
|
New York Stock Exchange
NYSE Texas |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry
into a Material Definitive Agreement.
On October 23, 2025 (the “Effective
Date”), Texas Pacific Land Corporation (the “Company”) entered into a credit agreement (the “Credit Agreement”)
among the Company, as the borrower, Wells Fargo Bank, National Association, as administrative agent and an L/C issuer, and the
other lenders from time to time party thereto (collectively with Wells Fargo Bank, National Association in its capacity as a lender, the
“Lenders”).
The Credit Agreement provides for a revolving credit facility (the
“Revolving Credit Facility”) in the aggregate principal amount of up to $500.0 million, and the ability to request potential
increases in the commitments of the lenders of up to an additional $250.0 million; provided that any such request for an increase must
be in a minimum amount of $50,000,000 or, if less, the amount remaining available for all such increases. The Credit Agreement and all
borrowings thereunder will mature on October 23, 2029 (the “Maturity Date”).
The borrowings under the Credit Agreement will bear interest at a rate
per annum (i) for each SOFR loan, equal to term SOFR for such interest period plus (x) 2.25% if the Company’s consolidated
total leverage ratio is less than or equal to 2.0 to 1.0 or (y) 2.50% if the Company’s consolidated total leverage ratio is greater
than 2.0 to 1.0 or (ii) for each base rate loan, equal to the base rate plus (x) 1.25% if the Company’s consolidated total leverage
ratio is less than or equal to 2.0 to 1.0 or (y) 1.50% if the Company’s consolidated total leverage ratio is greater than 2.0 to
1.0. The base rate for any day is a fluctuating rate per annum equal to the highest of (a) the federal funds rate plus 1/2 of 1%,
(b) the rate of interest per annum publicly announced by the Administrative Agent as its prime rate, and (c) term SOFR for a
one-month tenor in effect on such day plus 1.00%. The Company is also required to pay customary letter of credit fees.
The Revolving Credit
Facility provides for no scheduled principal amortization prior to the Maturity Date. Subject to certain conditions set forth in the
Credit Agreement, the Company may borrow, prepay and reborrow under the Revolving Credit Facility and terminate or reduce the
Lenders’ commitments at any time prior to the Maturity Date.
Under the Credit Agreement, the Company is required to maintain as
of the end of each fiscal quarter a consolidated interest coverage ratio of not less than 3.0 to 1.0 and a consolidated total leverage
ratio of not greater than 3.50 to 1.0. Additionally, the Credit Agreement contains customary affirmative and negative covenants, including
covenants limiting the ability of the Company to, among other things, grant liens, incur debt, make investments, effect certain mergers,
dispose of assets, make certain payments, pay dividends or distributions on its capital stock, change the nature of the its business,
enter into certain transactions with affiliates, enter into certain burdensome agreements, enter into swap agreements and sale and leaseback
transactions, in each case subject to customary exceptions. Borrowings of the Company under the Credit Agreement will be unsecured, with
a springing senior security interest in substantially all equity securities of the Company’s subsidiaries in the event the Company’s
consolidated total leverage ratio exceeds 2.50 to 1.0.
The potential proceeds from future borrowings under the Revolving Credit
Facility are to be used for capital expenditures, ongoing working capital, acquisitions and other general business purposes. The Revolving
Credit Facility remains undrawn.
The events of default under the Credit Agreement include, among others,
payment defaults, breaches of covenants, defaults under the related loan documents, material misrepresentations, cross defaults with certain
other material indebtedness, bankruptcy and insolvency events, judgment defaults, certain events related to plans subject to the Employee
Retirement Income Security Act of 1974, as amended, invalidity of the Credit Agreement or the related loan documents and change in control
events. The occurrence of an event of default could result in the termination of commitments and letter of credit extensions, the acceleration
of the Company’s obligations under the Credit Agreement, the requirement to post cash collateral with respect to letters of credit
and the exercise of the Lenders of all rights and remedies under the Credit Agreement.
From time to time, the Lenders
and certain of their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in
the ordinary course of business with the Company or the Company’s affiliates. They have received, or may in the future receive,
customary fees and commissions for these transactions.
The foregoing description
of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in
Item 1.01 with respect to the Credit Agreement is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 27, 2025,
the Company issued a press release announcing the entry into the Credit Agreement. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated by reference herein.
The information included in
this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| 10.1* |
|
Credit Agreement, dated October 23, 2025, by and among Texas Pacific
Land Corporation, Wells Fargo Bank, National Association, as the administrative agent and an L/C issuer, and the other lenders from time
to time party thereto. |
| 99.1 |
|
Press release dated October 27, 2025 (furnished pursuant to Item 7.01). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Schedules and exhibits have been omitted pursuant
to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted schedule
or exhibit upon request.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
Texas Pacific Land Corporation |
| |
|
|
| Date: |
October 27, 2025 |
By: |
/s/ Micheal W. Dobbs |
| |
Name: |
Micheal W. Dobbs |
| |
Title: |
SVP, General Counsel and Secretary |
