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You are here: Home / Property Transactions / Affiliated Entities? Decoding the Alphabet Soup

Affiliated Entities? Decoding the Alphabet Soup

March 30, 2014 By Sheree

Some of the companies identified as being involved in the oil sands development in Colbert County Alabama include:

MS Industries II LLC

MS Industries II, LLC is the most visible entity that is pursuing what its manager/CEO Steve Smith calls “research” into bitumen mining and extraction or oil sands extraction, depending on the source.

MS Industries II, LLC has acquired several parcels of land in Colbert County, Alabama by warranty deeds from local landowners.

MS Industries II, LLC has also received a mineral deed back from TMS Newco LLC.

  • This mineral deed from TMS Newco LLC to MS Industries II LLC is dated February 7, 2014 and was recorded March 19, 2014.

GTW LP

GTW LP is a Texas limited partnership.

On May 24, 2013: GTW LP acquired a 1% interest in 443 acres by a mineral deed from MS Industries II LLC to GTW, LP

According to filings with the Securities and Exchange Commission (SEC) and other online records, the street address for GTW LP is 2525 Stemmons Freeway, Dallas, TX 75207-2401. The registered agent for GTW LP is Timothy R. Wallace.

The street address for Trinity Industries Inc., a publicly-traded company, also happens to be 2525 Stemmons Freeway, Dallas, TX 75207.

The CEO/President of Trinity Industries Inc. is Timothy R. Wallace.

TMS Newco LLC

This is the company that acquired warranty deeds from local landowners for several large tracts in Colbert County Alabama, including the large parcel of land in the Spring Valley area previously owned by Yordy Farms LLC.

The Colbert County deed records show that immediately after receiving a warranty deed from the local landowner, TMS Newco LLC signed a mortgage to Alabama Minerals LP.

The mortgage references a master promissory loan agreement from TMS Newco LLC to Alabama Minerals LP. Each mortgage references a different secured value, but all are in the tens-to-hundreds of thousands of dollars. Here’s one example from December 2013:

Mortgage from TMS Newco LLC to Alabama Minerals LP

TMS Newco LLC has also leased all or most of the acreage it purchased from Colbert County landowners back to MS Industries II, LLC. I did not do a line-by-line comparison of the acreage acquired by TMS Newco LLC and the Memorandum of Lease Agreements between TMS Newco LLC and MS Industries II, LLC recorded in the Colbert County Courthouse.

Records filed with the Alabama Secretary of State show TMS Newco LLC as a “Foreign Limited Liability Company” formed in Delaware and qualified to do business in Alabama. The registered agent for TMS Newco LLC in Alabama is Steven D. Smith. The out-of-state address shown in the Alabama Secretary of State records is: 2525 Stemmons Parkway, Dallas, TX 75207-2401.

Every online search for 2525 Stemmons Parkway, Dallas, TX 75207  turns up 2525 Stemmons Freeway, Dallas, TX 75207. Presumably, these are the same location.

TMS Newco LLC was apparently formed on May 22, 2013 as a Delaware LLC. According to public records available on the Alabama Secretary of State’s website, TMS Newco LLC qualified to do business in Alabama on December 17, 2013, months after it began acquiring land in Colbert County Alabama.

Based on this publicly-available information, TMS Newco LLC (the company that has purchased significant acreage in the Spring Valley area of Colbert County, Alabama)  would appear to have some affiliation with Trinity Industries, Inc., since they share a common address.

TMS are the letters used to abbreviate Trinity Mining Services, a division of Trinity Industries, Inc.

If you review the business activities of Trinity Industries, Inc. you will see this publicly-traded company would likely see great opportunities for growth in its key sectors if the Alabama oil sands deposits are “developed.” Among other things, Trinity Industries Inc manufactures railcars and barges for transporting mineral resources via inland waterways, like the Tennessee River. So there’s no surprise that Trinity Industries Inc. would want to at least facilitate the “development” of oil sands resources in northwest Alabama.

Alabama Minerals LP

Alabama Minerals LP is another Texas limited partnership.

As mentioned above, Alabama Minerals LP holds a mortgagor’s interest in several of land in Colbert County, Alabama by a series of mortgages granted from TMS Newco LLC to Alabama Minerals LP. Each mortgage is dated on the day of, or immediately after, the date of the deed from landowner to TMS Newco LLC and the mortgage is recorded immediately after the recording of the deed from the local landowner to TMS Newco LLC. One example is shown above.

Alabama Minerals LP is described on these mortgages as a Texas limited partnership.

Wysk Business Services shows Alabama Minerals LP as a Texas limited partnership formed May 17, 2013. The address shown on that site is PO Box 568887, Denton, Texas 75207.

The zip code 75207 is the same as the zip code for 2525 Semmons Freeway, Dallas, TX 75207.

If you type 2525 Stemmons Parkway, Dallas, TX into an online map search you will retrieve results showing Trinity Industries, Inc., is located at 2525 Stemmons Parkway, Dallas, TX 75207.

If you type PO Box 568887, Denton, Texas 75207 into a Google search box you will retrieve search results with Trinity Industries, Inc. at the top of the list. Denton is a suburb of Dallas. Here’s a screen shot of my search results.

Google Search results for PO Box 568887 Denton Texas

In Birmingham, if you mail a letter to someone at zip code 35216 it will go to someone in Vestavia Hills, even if you use Birmingham as the city. Presumably, the zip codes function similarly in the Dallas metroplex.

TGW Management LLC

This company is not listed in any of the Colbert County Alabama deed records identified as relevant so far. But online research reveals that TGW Management LLC serves as the general partner of both GTW LP and Alabama Minerals LP, the two limited partnerships identified above.

TGW  Management LLC also has an address of 2525 Stemmons Freeway, Dallas, TX. As mentioned above, this is the address for Trinity Industries Inc.

The registered agent of TGW Management LLC is Timothy R. Wallace. As noted above, the CEO & President of Trinity Industries Inc. is also named Timothy R. Wallace.

TGW Management LLC is a Texas limited liability company formed August 5, 1999.

Other Research

Anyone can search SEC filings by public companies via the EDGAR database here.

Every thing referenced in this post is available in either the Colbert County Alabama deed records or found through online searches of publicly-available information using Google and the Alabama Secretary of State’s business entity records.

Filed Under: Property Transactions Tagged With: Alabama Minerals LP, Colbert County Alabama, GTW LP, MS Industries II LLC, TGW Management LLC, TMS Newco LLC, Trinity Industries Inc.

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