WaterBridge Infrastructure LLC Files 8-K

TL;DR

WaterBridge Infrastructure LLC just filed an 8-K for a material agreement and financial obligation. Big moves happening.

AI Summary

On October 6, 2025, WaterBridge Infrastructure LLC entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The report includes financial statements and exhibits.

Why It Matters

This 8-K filing signals a significant financial event or obligation for WaterBridge Infrastructure LLC, potentially impacting its financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and financial obligations can introduce new risks or alter existing ones for a company.

Key Players & Entities

• WaterBridge Infrastructure LLC (company) — Registrant
• October 6, 2025 (date) — Earliest event reported
• 5555 San Felipe Street, Suite 1200 Houston, Texas 77056 (address) — Principal executive offices
• 001-42850 (identifier) — Commission File Number
• 33-4546086 (identifier) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $825 million — d private placement (the "Offering") of $825 million aggregate principal amount of 6.250% Se
• $600 million — r Notes due 2030 (the "2030 Notes") and $600 million aggregate principal amount of 6.500% Se
• $1,400,000,000 — psized from an initial offering size of $1,400,000,000 aggregate principal amount of the Notes
• $1.712 billion — 2025, there was an aggregate amount of $1.712 billion outstanding borrowings under the legacy

Filing Documents

• wbi-20251006.htm (8-K) — 54KB
• wbi-ex4_1.htm (EX-4.1) — 1350KB
• wbi-ex4_2.htm (EX-4.2) — 1388KB
• 0001193125-25-232163.txt ( ) — 3274KB
• wbi-20251006.xsd (EX-101.SCH) — 29KB
• wbi-20251006_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 6, 2025, WBI Operating LLC (the "Issuer"), a subsidiary of WaterBridge Infrastructure LLC (the "Company"), completed the previously announced private placement (the "Offering") of $825 million aggregate principal amount of 6.250% Senior Notes due 2030 (the "2030 Notes") and $600 million aggregate principal amount of 6.500% Senior Notes due 2033 (the "2033 Notes," and together with the 2030 Notes, the "Notes"). The Offering was upsized from an initial offering size of $1,400,000,000 aggregate principal amount of the Notes. The net proceeds from the Offering, together with cash on hand, will be used to repay all outstanding borrowings under the legacy term loan facilities and for general corporate purposes and working capital. As of September 29, 2025, there was an aggregate amount of $1.712 billion outstanding borrowings under the legacy term loan facilities. In connection with the Offering, the Issuer and each of the Guarantors (as defined below) entered into (i) an indenture, dated as of October 6, 2025 (the "2030 Notes Indenture"), with UMB Bank, N.A., as trustee, relating to the issuance of the 2030 Notes and (ii) an indenture, dated as of October 6, 2025 (the "2033 Notes Indenture" and, together with the 2030 Notes Indenture, the "Indentures"), with UMB Bank, N.A., as trustee, relating to the issuance of the 2033 Notes. The Indentures contain customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, undertaking transactions with the Issuer's unrestricted affiliates, and limitations on asset sales. The Notes are guaranteed (the "Guarantees"), jointly and severally, on a senior unsecured basis by all of the Issuer's existing subsidiaries (collectively, the "Guarantors"). The Notes and the Guarantees were issued and sold pursuant to an exemption from the registration requirements of the Se

03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. EXHIBIT DESCRIPTION 4.1 Indenture, dated as of October 6, 2025, by and among WBI Operating LLC, the guarantors party thereto and UMB Bank, N.A., as trustee, relating to the issuance of the 2030 Notes. 4.2 Indenture, dated as of October 6, 2025, by and among WBI Operating LLC, the guarantors party thereto and UMB Bank, N.A., as trustee, relating to the issuance of the 2033 Notes. 4.3 Form of 6.250% Senior Note due 2030 (included in Exhibit 4.1). 4.4 Form of 6.500% Senior Note due 2033 (included in Exhibit 4.2). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

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. WATERBRIDGE INFRASTRUCTURE LLC By: /s/ Scott L. McNeely Name: Scott L. McNeely Title: Executive Vice President, Chief Financial Officer Dated: October 6, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR