| Item 1.01 | Entry into a Material Definitive Agreement. |
Registration Rights Agreement
On December 19, 2024, concurrently with the consummation of the Private Placement (as defined below), LandBridge Company LLC (NYSE: LB) (the “Company”) and the Investors (as defined below) in the Private Placement entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to, among other things, file with the U.S. Securities and Exchange Commission a shelf registration statement covering the resale of 5,830,419 Class A shares representing limited liability company interests in the Company (the “Class A Shares”) issued to the Investors in the Private Placement.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Closing of Wolf Bone Ranch Acquisition
On November 18, 2024, DBR Land LLC (“DBR Land”), a Delaware limited liability company and an indirect, wholly-owned subsidiary of the Company, and Wolf Bone Ranch Partners LLC, a Texas limited liability company (the “Seller”), entered into a Purchase and Sale Agreement (the “Wolf Bone PSA”), pursuant to which DBR Land agreed to purchase approximately 46,000 surface acres located in Reeves and Pecos Counties, Texas (the “Acquisition”).
On December 19, 2024, the Company completed the Acquisition. At the closing, the Company paid approximately $245.0 million in cash, consisting of approximately (i) $200.0 million from the Private Placement and (ii) $45.0 million drawn under the term loan component of its credit facility.
The description of the Wolf Bone PSA set forth above in Item 2.01 is qualified in its entirety by the Wolf Bone PSA, which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On December 20, 2024, the Company issued a press release announcing the consummation of the Acquisition and the closing of the Private Placement. 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 of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
