LB 8-K
LandBridge Co LLC (LB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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NYSE Texas, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 |
Entry into a Material Definitive Agreement. |
Purchase, Sale and Contribution Agreement
On October 3, 2025, LandBridge Company LLC (NYSE: LB) (the “Company”), DBR Land Holdings LLC, a Delaware limited liability company (“OpCo”) and a subsidiary of the Company, and 1918 Ranch & Royalty, LLC, a Texas limited liability company (the “Contributor”), entered into a Purchase, Sale and Contribution Agreement (the “Contribution Agreement”), pursuant to which OpCo agreed to acquire approximately 37,500 total acres across Reeves, Loving, Winkler and Ward counties, Texas, and certain related assets (the “Acquisition”) for an aggregate purchase price of $250.0 million, consisting of approximately $208.3 million in cash and approximately $41.7 million in units representing limited liability company interests in OpCo (together with an equal number of Class B shares representing limited liability company interests in the Company (“Class B shares”)), based on a 10-day volume weighted average price of Class A shares representing limited liability company interests in the Company prior to closing, subject to customary purchase price adjustments and closing conditions. The acreage to be acquired consists of approximately 22,000 fee simple acres, approximately 3,500 mineral classified acres subject to a long-term management agreement and approximately 12,000 leasehold acres.
The Contribution Agreement contains customary representations and warranties, covenants, termination rights and indemnification provisions for a transaction of this size and nature. The Company expects the Acquisition to close in the fourth quarter of 2025, subject to customary closing conditions, including the expiration of applicable antitrust waiting periods. There can be no assurance that all of the conditions to closing the Acquisition will be satisfied.
The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
The Contribution Agreement contains representations, warranties and other provisions that were made only for purposes of the Contribution Agreement and as of specific dates and were solely for the benefit of the parties thereto. The Contribution Agreement 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, OpCo, the Contributor or the assets to be acquired from the Contributor. The representations and warranties made by the Company and the Contributor in the Contribution Agreement may be (i) qualified by disclosure schedules containing information that modifies, qualifies or creates exceptions to such representations and warranties and (ii) subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.
Third Amendment to Credit Agreement
On October 3, 2025 (“Amendment Effective Date”), DBR Land LLC, a Delaware limited liability company and a subsidiary of the Company (the “Borrower”), entered into the Third Amendment to Credit Agreement (the “Amendment”) with the guarantors party thereto, the lenders party thereto, and Texas Capital Bank, as administrative agent and letter of credit issuer (the “Administrative Agent”), which amends that certain credit agreement, dated July 3, 2023 (as amended prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by the Amendment, the “Credit Agreement”) among the Borrower, the guarantors party thereto, the lenders party thereto, and the Administrative Agent.
The Amendment provides for a new delayed draw term loan facility with total term loan commitments of $200.0 million for the purpose of financing part of the Acquisition and paying certain related costs and expenses (the “DDTL Facility”). Subject to the satisfaction of certain customary conditions contained in the Amendment, the DDTL Facility is available to the Borrower in a single draw, commencing on the Amendment Effective Date up to and including the date that is 90 days from the Amendment Effective Date. The DDTL Facility includes an unused commitment fee that accrues from the Amendment Effective Date until such date that the DDTL Facility terminates or is funded, which fee ranges from 37.5 basis points to 50 basis points per annum based on the net leverage ratio of the Borrower and certain of its subsidiaries, applied to the average daily unused amount of the DDTL Facility.
Pursuant to the Amendment, for the period commencing on the Amendment Effective Date and ending on the date on which the Borrower (or the applicable loan party) satisfies certain collateral-related conditions contained in the Existing Credit Agreement, including the delivery of mortgages to the Administrative Agent for the real property acquired in the Acquisition, the maximum revolving credit commitments available to the Borrower will reduce from a $100.0 million to $65.0 million.
If funded, the DDTL Facility will mature on July 3, 2027 and will be subject to the same representations, warranties, covenants and events of default as those applicable to the term loans currently outstanding under the Credit Agreement. All obligations under the DDTL Facility are secured by a first-priority lien on substantially all assets of the Borrower and its subsidiaries and guaranteed by the Borrower and its subsidiaries (other than certain immaterial subsidiaries).
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 1.01 relating to the Third Amendment to Credit Agreement under the heading “Third Amendment to Credit Agreement” is hereby incorporated into this Item 2.03 by reference.
Item 3.02 |
Unregistered Sales of Equity Securities. |
The information set forth under the heading “Purchase, Sale and Contribution Agreement” 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 Contribution Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) thereof.
Item 7.01 |
Regulation FD Disclosure. |
On October 7, 2025, the Company issued a press release announcing the execution of the Contribution Agreement and the Third Amendment to Credit Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
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.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded with Inline XBRL document). |
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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.
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 |
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By: |
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/s/ Scott L. McNeely |
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Name: Scott L. McNeely |
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Title: Chief Financial Officer |
Date: October 7, 2025
Exhibit 99.1
LandBridge Announces Agreement to Acquire ~37,500 Total Acres in the Delaware Basin
Acreage offers existing cash flows and significant future revenue growth opportunities via high-quality pore space and strategic surface access
Acquisition of acreage across Loving, Reeves, Winkler and Ward counties increases total holdings to ~300,000 surface acres
HOUSTON—October 7, 2025—LandBridge Company LLC (NYSE: LB) (“LandBridge”) today announced that it has entered into an agreement to acquire approximately 37,500 total acres, across Loving, Reeves, Winkler and Ward counties, Texas, from 1918 Ranch & Royalty, LLC (the “Acquisition”), with closing anticipated to occur in the fourth quarter of 2025, subject to customary closing conditions. The acreage to be acquired consists of approximately 22,000 fee surface acres, approximately 3,500 surface acres held pursuant to a long-term management agreement and approximately 12,000 leasehold surface acres.
Upon closing, this transaction will provide LandBridge with immediate access to high-quality pore space adjacent to its large contiguous surface acreage position in Loving County, Texas. This acreage position is expected to support additional water handling infrastructure necessary to handle escalating commercial produced water volumes in the Stateline region of the Delaware Basin, expanding LandBridge’s ability to deliver economic pore space alternatives to a broader customer base. Beyond subsurface assets, the contiguous acreage in northern Reeves County to be acquired in this transaction is well-positioned for alternative energy development due to its proximity to industry demand and current and planned transmission
infrastructure, aligning with LandBridge’s commitment to continue optimizing the commercial and strategic value of its acreage position.
“This acquisition not only bolsters LandBridge’s capacity to meet rising demand for high quality pore space but also unlocks new avenues for sustainable surface utilization across our portfolio,” said Jason Long, Chief Executive Officer of LandBridge. “Furthermore, we are proud to partner with both 1918 Ranch & Royalty and Mike Harrison and the Harrison family, which currently operates one of the largest ranching operations in Texas, to continue the long legacy of this great asset.”
Kevin Hunstable and Dylan Stone, executives of 1918 Ranch & Royalty, said, “We are excited to announce this agreement with LandBridge. We believe that we have built a truly unique asset that will further increase LandBridge's high-quality acreage position. We look forward to working with LandBridge to continue creating value and building the business in the months and years ahead.”
About LandBridge
LandBridge owns approximately 277,000 surface acres across Texas and New Mexico, located primarily in the heart of the Delaware sub-region in the Permian Basin, the most active region for oil and gas exploration and development in the United States. LandBridge actively manages its land and resources to support and encourage energy and infrastructure development and other land uses, including digital infrastructure. LandBridge was formed by Five Point Infrastructure LLC, a private equity firm with a track record of investing in and developing energy, environmental water management and sustainable infrastructure companies within the Permian Basin. For more information, please visit: www.landbridgeco.com.
Cautionary Statement Regarding Forward-Looking Statements
This news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on LandBridge’s beliefs, as well as assumptions made by, and information currently available to, LandBridge, and therefore involve risks and uncertainties that are difficult to predict, including the possibility that the acquisition will not be consummated and that the anticipated water handling infrastructure and alternative energy development would not be realized. Generally, future or conditional verbs such as “will,” “would,” “should,” “could,” or “may” and the words “believe,” “anticipate,” “continue,” “intend,” “expect” and similar expressions identify forward-looking statements. Forward-looking statements include any statements regarding the Acquisition, including the ability of the parties to consummate the Acquisition, the ability to secure regulatory approvals in a timely manner or at all, the expected benefits of the Acquisition, including expected accretion, integration plans, synergies, opportunities and anticipated future performance. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, many of which are beyond our control.
Forward-looking statements include, but are not limited to, strategies, plans, objectives, expectations, intentions, assumptions, future operations and prospects and other statements that are not historical facts, including our estimated future financial performance. You should not place undue reliance on forward-looking statements. Although LandBridge believes that plans, intentions and expectations reflected in or suggested by any forward-looking statements made
herein are reasonable, actual results may vary materially and adversely from those envisaged in this news release due to a number of factors, including those risks more fully discussed in LandBridge's filings with the SEC, including its most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. You can access LandBridge’s filings with the SEC through the SEC's website at http://www.sec.gov. Except as required by applicable law, LandBridge undertakes no obligation to update any forward-looking statements or other statements herein for revisions or changes after this communication is made.
Contacts
Scott McNeely
Chief Financial Officer
LandBridge Company LLC
[email protected]
Mae Herrington
Director, Investor Relations
LandBridge Company LLC
[email protected]
Media
Daniel Yunger / Nathaniel Shahan
Kekst CNC
[email protected] / [email protected]