LandBridge Co LLC Files 8-K: Material Agreement & Equity Sales

Ticker: LB · Form: 8-K · Filed: Nov 22, 2024 · CIK: 1995807

Sentiment: neutral

Topics: material-agreement, equity-sale, regulation-fd

TL;DR

LandBridge Co LLC signed a big deal and sold some stock on Nov 18th. Details to come.

AI Summary

On November 18, 2024, LandBridge Company LLC entered into a material definitive agreement related to its oil and gas royalty interests. The filing also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. Specific details regarding the agreement, including parties involved and financial terms, are expected to be further elaborated upon.

Why It Matters

This filing indicates significant corporate activity for LandBridge Company LLC, potentially impacting its financial structure and future operations through a new material agreement and equity transactions.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by LandBridge Company LLC?

The filing states that LandBridge Company LLC entered into a material definitive agreement, but specific details about the agreement's nature, parties, and terms are not fully disclosed in this initial report.

What was the date of the earliest event reported in this 8-K filing?

The date of the earliest event reported is November 18, 2024.

What are the principal executive offices of LandBridge Company LLC?

The principal executive offices are located at 5555 San Felipe Street, Suite 1200, Houston, Texas 77056.

What other types of disclosures are included in this 8-K filing besides the material agreement?

This filing also includes disclosures regarding unregistered sales of equity securities and a Regulation FD disclosure.

Under which section of the Securities Exchange Act of 1934 is this report filed?

This report is filed pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934.

Filing Stats: 1,871 words · 7 min read · ~6 pages · Grade level 13.4 · Accepted 2024-11-22 09:11:38

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. Wolf Bone Ranch Purchase Agreement On November 18, 2024, DBR Land LLC ("DBR Land"), a Delaware limited liability company and an indirect, wholly-owned subsidiary of LandBridge Company LLC (NYSE: LB) (the "Company"), and Wolf Bone Ranch Partners LLC, a Texas limited liability company ("Seller"), entered into a Purchase and Sale Agreement (the "PSA"), pursuant to which DBR Land agreed to purchase approximately 46,000 surface acres located in Reeves and Pecos Counties, Texas for an aggregate purchase price of $245.0 million (the "Acquisition"), subject to customary purchase price adjustments and closing conditions. The PSA contains customary representations and warranties, covenants, termination rights and indemnification provisions for a transaction of this size and nature, provides the parties thereto with specified rights and obligations and allocates risk among them in a customary manner. While the Company anticipates the Acquisition to close in the fourth quarter of 2024, subject to customary closing conditions, there can be no assurance that all of the conditions to closing the Acquisition will be satisfied. The foregoing description of the PSA does not purport to be complete and is qualified in its entirety by reference to the PSA filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The PSA contains representations, warranties and other provisions that were made only for the purposes of the PSA and as of specific dates and were solely for the benefit of the parties thereto. The PSA is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source of factual, business or operational information about the Company, or Seller or the assets to be acquired from Seller. The representations and warranties made by DBR Land and Seller in the PSA may be (i) qualified by disclosure schedules containing

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under the heading "Private Placement" under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares to be issued pursuant to the Investor SPAs will not be registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) thereof.

01

Item 7.01 Regulation FD Disclosure. On November 19, 2024, the Company issued a press release announcing the execution of the PSA and the pricing of the Private Placement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Also on November 19, 2024, the Company posted to its website, www.landbridgeco.com, a presentation related to the Acquisition (the "Presentation"). A copy of the Presentation can be viewed at the website by first selecting "Investor Relations," then "Events & Presentations," and then "Presentations". On November 22, 2024, the Company issued a press release related to the Acquisition, other recent acquisitions and the Private Placement. A copy of the press release is furnished herewith as Exhibit 99.2 and incorporated herein by reference. Also on November 22, 2024, the Company posted to its website, www.landbridgeco.com, a virtual investor update webcast and presentation related to the Acquisition, other recent acquisitions and the Private Placement. A recording of the webcast and the presentation can be viewed at the website by first selecting "Investor Relations," then "Events & Presentations," and then "Presentations". In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under this Item 7.01 is deemed to be "furnished" solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1# + Purchase and Sale Agreement, dated as of November 18, 2024, by and between Wolf Bone Ranch Partners LLC, as seller, and DBR Land LLC, as purchaser . 10.1#+ Form of Common Shares Purchase Agreement . 99.1 Press Release, dated as of November 19, 2024 . 99.2 Press Release, dated as of November 22, 2024 . 104 Cover Page Interactive Data File (embedded with Inline XBRL document) # Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the U.S. Securities and Exchange Commission on request. + Certain portions of this exhibit (indicated by "[***]") have been omitted pursuant to Item (601)(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted information to the Securities and Exchange Commission or its staff upon request.

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: Chief Financial Officer Date: November 22, 2024

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