SCHEDULE: Scully Royalty Ltd. Shareholder Group Discloses 35.5% Stake

An amended Schedule 13D filing reveals a group of reporting persons, including Peter Kellogg and Charles Kellogg, collectively beneficially own approximately 35.5% of Scully Royalty Ltd. common shares.

Summary

• A group of reporting persons, including Peter Kellogg, Charles Kellogg, Goose Creek Capital, Inc., IAT Reinsurance Company Ltd., IAT Insurance Group, Inc., and Harco National Insurance Company, have jointly filed an amended Schedule 13D.
• This filing reflects their collective beneficial ownership of 5,400,010 shares of Scully Royalty Ltd. common stock, representing approximately 35.5% of the outstanding shares.
• The filing details a transfer of ownership of Goose Creek Capital, Inc. shares from Peter Kellogg to Charles Kellogg, effective January 19, 2021.
• It also clarifies the reporting of entities within the Goose Creek Capital, Inc. corporate ownership chain that were previously not named as reporting persons.
• The reporting persons acquired their shares in the ordinary course of business or for investment purposes and intend to review their investment continuously.
• The filing also addresses ongoing litigation initiated by Scully Royalty Ltd. against some of the reporting persons, alleging the formation of an undisclosed group to gain control of the company.
• The reporting persons deny acting as a group with other defendants during the period addressed in the Issuer's complaint but acknowledge agreeing to form a group for future discussions regarding board and management.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as having a neutral to slightly negative sentiment due to the significant ongoing litigation and shareholder dispute, despite the clear disclosure of ownership stakes.

Positives

• The reporting persons collectively hold a significant stake of 35.5% in Scully Royalty Ltd., indicating substantial investor interest.
• The transfer of Goose Creek Capital, Inc. shares to Charles Kellogg clarifies corporate control within the reporting group.
• The reporting persons are actively reviewing their investment and may consider future actions, suggesting a long-term engagement with the company.

Negatives

• The filing is associated with ongoing litigation initiated by Scully Royalty Ltd. against some of the reporting persons.
• The litigation alleges the formation of an undisclosed group to gain control of the company, which the reporting persons deny.
• The previous attempt to nominate directors at the 2025 AGM resulted in litigation and a failure to appoint new directors, with the current directors remaining in office.

Risks

• The ongoing litigation initiated by Scully Royalty Ltd. against the reporting persons poses a significant legal and operational risk.
• The dispute over director nominations and the validity of the 2025 AGM could lead to further legal challenges and corporate governance instability.
• Potential for future actions by the reporting persons, including purchasing or selling additional shares, could impact share price volatility.
• The reporting persons' intention to potentially replace current management if their nominees are elected could lead to significant strategic shifts and operational disruptions.

Future Outlook

The reporting persons intend to review their investment in Scully Royalty Ltd. on a continuing basis and may take actions such as purchasing additional shares, selling shares, or engaging in discussions with management regarding the Issuer's business, operations, strategy, and future plans. They also intend to vote together to nominate MILFAM nominees for election at the next annual general meeting or requisition an extraordinary general meeting to remove current directors and elect MILFAM nominees.

Management Comments

• The Reporting Persons deny that they acted as a group with any of the other defendants during the period addressed in the Issuer's complaint.
• The Reporting Persons did not decide to act as a group (on a go-forward basis) with any of the other defendants named in the complaint until immediately prior to the filing of this Amendment No. 5.
• The allegations in the complaint regarding formation of a group are based 'on information and belief' and concern interactions that current Issuer management believe are 'suggestive' of group activity.
• None of the allegations in the complaint supports that a 'group' was formed for purposes of Section 13(d).
• The defendants intend to rigorously defend the lawsuit.

Industry Context

StockSavvy.ai notes that this filing highlights significant shareholder activism within the royalty and natural resources sector, a common area for concentrated ownership and strategic challenges. The involvement of multiple investment entities and individuals underscores the dynamic nature of shareholder engagement in publicly traded companies.

Management Changes

Corporate Governance

Legal Proceedings

• Scully Royalty Ltd. v. IAT Reinsurance Co. Ltd., et. al., No. 2:26-cv-14257 (S.D. Fla.): Filed July 15, 2026. Alleges that since November 2025, a 'group' was formed under Section 13(d) between IAT Reinsurance Co. Ltd., Peter Kellogg, Charles Kellogg, MILFAM, Neil Subin, Skyler Wichers, Alan Howe, and Mark Holliday to help MILFAM's director nominees obtain control of the Issuer.
• The lawsuit alleges undisclosed group formation and coordination, threatening irreparable harm and seeking an injunction for accurate Schedule 13D disclosures.
• The Reporting Persons deny acting as a group with other defendants during the period addressed in the Issuer's complaint and intend to rigorously defend the lawsuit.
• The Issuer previously raised similar 'group' allegations in Cayman Islands court proceedings but abandoned them after discovery indicated they lacked merit.

Related Party Transactions

• Transfer of 100,005 shares of Class A Voting Preferred Stock of Goose Creek Capital, Inc. from Peter Kellogg to Charles Kellogg, effective January 19, 2021, pursuant to a Stock Purchase Agreement dated December 2, 2019.

Stakeholder Impact

• Shareholders: Potential for changes in board composition and company strategy if MILFAM nominees are elected, which could impact share value and corporate direction.
• Management: Current management may be replaced if MILFAM nominees are elected, leading to significant leadership changes.
• Creditors/Suppliers: Uncertainty regarding future strategic direction could indirectly affect relationships and financial stability.

Next Steps

• The Reporting Group intends to vote together in favor of the MILFAM Nominees and against the current directors of the Issuer.
• The Reporting Group may engage in further discussions regarding nominating MILFAM nominees or requisitioning an extraordinary general meeting.
• The Reporting Group expects that the MILFAM Nominees, if elected to the board, would replace the current management of the Issuer.
• The Reporting Persons may increase their ownership position in the Issuer, including by purchasing additional common shares or other securities.
• The Reporting Persons may change their plans or proposals in the future, including by disengaging from any dialogue or decreasing their ownership position.

Key Dates

Recommendation

The filing indicates significant beneficial ownership and potential for shareholder activism, but also highlights ongoing litigation and governance disputes. This creates uncertainty, making a 'hold' recommendation appropriate until the legal proceedings are resolved and the strategic direction becomes clearer.

Keywords

Scully Royalty Ltd., Schedule 13D, Beneficial Ownership, Peter Kellogg, Charles Kellogg, Goose Creek Capital, IAT Reinsurance, Shareholder Activism