LandBridge Co LLC Files 8-K with Multiple Corporate Updates

TL;DR

LandBridge Co LLC dropped an 8-K detailing material agreements, equity sales, and exec changes. Watch this space.

AI Summary

LandBridge Company LLC filed an 8-K on July 3, 2024, reporting several material events as of June 27, 2024. These include entering into a material definitive agreement, unregistered sales of equity securities, and modifications to security holder rights. The filing also notes the departure of directors or officers, election of directors, appointment of officers, and compensatory arrangements. Additionally, amendments to articles of incorporation or bylaws, a change in fiscal year, and Regulation FD disclosures are mentioned, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes in the structure or rights related to LandBridge Company LLC's securities, which could impact investors.

Risk Assessment

Risk Level: medium — The filing details multiple material events including definitive agreements and unregistered equity sales, which can carry inherent risks.

Key Numbers

• 001-42150 — SEC File Number (Identifies the specific filing for LandBridge Company LLC)
• 93-3636146 — IRS Employer Identification No. (Tax identification for the company)

Key Players & Entities

• LandBridge Co LLC (company) — Registrant
• June 27, 2024 (date) — Earliest event reported
• July 3, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 5555 San Felipe Street, Suite 1200 Houston, Texas 77056 (address) — Principal executive offices

FAQ

Key Financial Figures

• $17.00 — ss A shares at a price to the public of $17.00 per Class A share. Pursuant to the Unde
• $258.4 m — received net proceeds of approximately $258.4 million, after deducting underwriting dis
• $12.8 m — ement), for aggregate gross proceeds of $12.8 million, or $12.5 million after deducting
• $12.5 million — ate gross proceeds of $12.8 million, or $12.5 million after deducting placement agent fees. T

Filing Documents

• d685929d8k.htm (8-K) — 59KB
• d685929dex11.htm (EX-1.1) — 213KB
• d685929dex21.htm (EX-2.1) — 45KB
• d685929dex31.htm (EX-3.1) — 335KB
• d685929dex41.htm (EX-4.1) — 122KB
• d685929dex42.htm (EX-4.2) — 382KB
• d685929dex43.htm (EX-4.3) — 67KB
• d685929dex101.htm (EX-10.1) — 101KB
• d685929dex991.htm (EX-99.1) — 12KB
• d685929dex992.htm (EX-99.2) — 8KB
• g685929g0702033100424.jpg (GRAPHIC) — 4KB
• 0001193125-24-175094.txt ( ) — 1350KB

03

Item 3.03. Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Directors On July 1, 2024, the board, effective immediately after the closing of the Offering, was formed and David N. Capobianco was appointed as chairman of the Board, and Jason Long, Matthew K. Morrow, Michael S. Sulton, Frank Bayouth, Kara Goodloe Harling, Ben Moore, Charles Watson, Ty Daul and Valerie P. Chase were appointed as members of the board. Biographical information for David N. Capobianco, Jason Long, Matthew K. Morrow, Michael S. Sulton, Frank Bayouth, Kara Goodloe Harling, Ben Moore, Charles Watson, Ty Daul and Valerie P. Chase is set forth in the Prospectus under the caption Management and is incorporated herein by reference. Ms. Chase and Messrs. Watson and Dual will initially serve as members of the boards Audit Committee, with Ms. Chase serving as chair of the Audit Committee. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board determined that each of Ms. Chase and Messrs. Watson and Dual, do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is independent as that term is defined under the applicable rules and regulations of the Commission and the listing requirements of the New York Stock Exchange. Except as previously disclosed in the Registration Statement and the Prospectus, there are no transactions in which David N. Capobianco, Jason Long, Matthew K. Morrow, Michael S. Sulton, Frank Bayouth, Kara Goodloe Harling, Ben Moore, Charles Watson, Ty Daul and Valerie P. Chase have an interest requiring disclosure under Item 404(a) of Regulation S-K. Indemnification Agreements On July 1, 2024, in connection with th

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1# Underwriting Agreement, dated as of June 27, 2024, by and among LandBridge Company LLC, DBR Land Holdings LLC and Goldman Sachs & Co. LLC and Barclays Capital Inc., as representatives of the several underwriters named therein. 2.1# Master Reorganization Agreement, dated as of July 1, 2024, by and among LandBridge Company LLC, LandBridge Holdings LLC, DBR Land LLC and DBR Land Holdings LLC. 3.1 First Amended and Restated Limited Liability Company Agreement of LandBridge Company LLC, dated as of July 1, 2024. 4.1 Registration Rights Agreement, dated as of July 1, 2024, by and among LandBridge Company LLC and LandBridge Holdings LLC. 4.2 Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC, dated as of July 1, 2024. 4.3 Shareholders Agreement, dated as of July 1, 2024, by and among LandBridge Company LLC and LandBridge Holdings LLC. 10.1 LandBridge Company LLC Long Term Incentive Plan. 10.2 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to LandBridge Company LLCs Registration Statement on Form S-1, as amended, filed with the U.S. Securities and Exchange Commission on June 27, 2024). 10.3 Amended and Restated Services Agreement, dated effective February 27, 2019, by and among WaterBridge Resources LLC, WaterBridge Management Company LLC, WaterBridge Co-invest LLC, WaterBridge Holdings LLC, each of the entities listed on Schedule I thereto, each of the entities listedon Schedule II thereto and each of the entities listed on Schedule III thereto (incorporated by reference to Exhibit 10.6 to LandBridge Company LLCs Registration Statement on Form S-1, as amended, filed with the U.S. Securities and Exchange Commission on June 27, 2024). 99.1 Press Release, dated as of June 27, 2024. 99.2 Press Release, dated as of July 1, 2024. # Certain schedules and exhibits to this agreement have bee

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LANDBRIDGE COMPANY LLC By: /s/ Scott L. McNeely Name: Scott L. McNeely Title: Senior Vice President and Chief Financial Officer Date: July 3, 2024

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View this 8-K filing on SEC EDGAR