|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
LandBridge Company LLC (Name of Issuer) |
Class A Shares (Title of Class of Securities) |
514952100 (CUSIP Number) |
Frank Bayouth 825 Town & Country Lane, 77024 Houston, TX, 77024 (713) 351-0702 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/19/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
LandBridge Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
53,227,852.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Consists of Class B shares representing limited liability company interests in LandBridge Company LLC (the Issuer and such shares, Class B shares) and an equivalent number of units representing membership interests in DBR Land Holdings LLC (OpCo and such units, OpCo Units), which together are exchangeable for Class A shares representing limited liability company interests in the Issuer (Class A shares) on a one-for-one basis pursuant to the Amended and Restated Limited Liability Company Agreement of OpCo, as amended (the OpCo LLC Agreement).
This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 17,425,000 Class A shares outstanding as of November 7, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the SEC) on November 7, 2024, (ii) 5,830,419 Class A shares issued in a private placement (the Private Placement) exempt from registration under the Securities Act of 1933, as amended (the 'Securities Act') with certain accredited investors or qualified institutional buyers, as defined under the Securities Act, as disclosed in the Issuer's Current Report on Form 8-K, filed with the SEC on December 23, 2024, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
Five Point Energy Fund II AIV-VII LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
53,277,852.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement.
This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 17,425,000 Class A shares outstanding as of November 7, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2024, (ii) 5,830,419 Class A shares issued in the Private Placement exempt from registration under the Securities Act with certain accredited investors or qualified institutional buyers, as defined under the Securities Act, as disclosed in the Issuer's Current Report on Form 8-K, filed with the SEC on December 23, 2024, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
Five Point Energy Fund III AIV-VIII LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
53,227,852.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement.
This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 17,425,000 Class A shares outstanding as of November 7, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2024, (ii) 5,830,419 Class A shares issued in the Private Placement exempt from registration under the Securities Act with certain accredited investors or qualified institutional buyers, as defined under the Securities Act, as disclosed in the Issuer's Current Report on Form 8-K, filed with the SEC on December 23, 2024, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
Five Point Energy Fund GP II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
53,227,852.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement.
This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 17,425,000 Class A shares outstanding as of November 7, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2024, (ii) 5,830,419 Class A shares issued in the Private Placement exempt from registration under the Securities Act with certain accredited investors or qualified institutional buyers, as defined under the Securities Act , as disclosed in the Issuer's Current Report on Form 8-K, filed with the SEC on December 23, 2024, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
Five Point Energy GP III LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
53,227,852.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement.
This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 17,425,000 Class A shares outstanding as of November 7, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2024, (ii) 5,830,419 Class A shares issued in the Private Placement exempt from registration under the Securities Act with certain accredited investors or qualified institutional buyers, as defined under the Securities Act , as disclosed in the Issuer's Current Report on Form 8-K, filed with the SEC on December 23, 2024, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
Five Point Energy GP II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement.
This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 17,425,000 Class A shares outstanding as of November 7, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2024, (ii) 5,830,419 Class A shares issued in the Private Placement exempt from registration under the Securities Act with certain accredited investors or qualified institutional buyers, as defined under the Securities Act , as disclosed in the Issuer's Current Report on Form 8-K, filed with the SEC on December 23, 2024, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
Five Point Energy GP III LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
53,227,852.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement.
This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 17,425,000 Class A shares outstanding as of November 7, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2024, (ii) 5,830,419 Class A shares issued in the Private Placement exempt from registration under the Securities Act with certain accredited investors or qualified institutional buyers, as defined under the Securities Act , as disclosed in the Issuer's Current Report on Form 8-K, filed with the SEC on December 23, 2024, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
David N. Capobianco | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
53,227,852.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement.
This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 17,425,000 Class A shares outstanding as of November 7, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2024, (ii) 5,830,419 Class A shares issued in the Private Placement exempt from registration under the Securities Act with certain accredited investors or qualified institutional buyers, as defined under the Securities Act , as disclosed in the Issuer's Current Report on Form 8-K, filed with the SEC on December 23, 2024, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Shares |
| (b) | Name of Issuer:
LandBridge Company LLC |
| (c) | Address of Issuer's Principal Executive Offices:
5555 San Felipe Street, Suite 1200, Houston,
TEXAS
, 77056. |
| Item 4. | Purpose of Transaction |
December Private Placement
On November 18, 2024, the Issuer entered into multiple Common Shares Purchase Agreements (the "Investor SPAs") with certain persons reasonably believed to be accredited investors or qualified institutional buyers (collectively, the "Investors") as defined under the Securities Act, pursuant to which, among other things, the Investors agreed to purchase, and the Issuer agreed to issue and sell to the Investors, an aggregate of 5,830,419 Class A shares representing limited liability company interests in the Company (the "PIPE Class A Shares" and such transaction, the "Private Placement") at a price per share of $60.03, resulting in aggregate gross proceeds of approximately $350 million. The Private Placement was consummated on December 19, 2024.
Concurrently with the consummation of the Private Placement and pursuant to the Unit Repurchase Agreement (as defined below), the Issuer purchased from LandBridge Holdings an aggregate 2,498,751 OpCo Units (and a corresponding number of Class B shares were canceled) (the "Repurchase"), at a price to the of $60.03. The Repurchase closed on December 19, 2024. For additional information on the Unit Purchase Agreement, see Item 6 below. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth on the cover pages is incorporated by reference into this Item 5. |
| (b) | The information set forth on the cover pages is incorporated by reference into this Item 5.
LandBridge Holdings holds 53,227,852 Class B shares and the same number of OpCo Units. The terms of the OpCo LLC Agreement provide each holder of an OpCo Unit, subject to certain limitations, the right (the "Redemption Right") to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of the Issuer's Class B shares) for, at OpCo's election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to conversion rate adjustments for equity splits, dividends and reclassifications and other similar transactions ("applicable conversion rate adjustments"), or (ii) cash in an amount equal to the Cash Election Amount (as defined in the Registration Statement) of such Class A shares. As a result, for the purpose of Rule 13d-3 under the Act, LandBridge Holdings, DNC, the Fund II Entities and the Fund III Entities may be deemed to be the beneficial owners of an aggregate of 53,227,852 Class A shares. The aggregate number of Class A shares beneficially owned by each of LandBridge Holdings, DNC, the Fund II Entities and the Fund III Entities represents approximately 69.6% respectively, of the outstanding Class A shares, based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 17,425,000 Class A shares outstanding as of November 7, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2024, (ii) 5,830,419 Class A shares issued in the Private Placement and (iii) the number of Class A shares described in clause (a). As of the date hereof, LandBridge Holdings owned (x) all outstanding Class B shares and (y) 69.6% of the outstanding OpCo Units, with the remaining 30.4% of the OpCo Units held by the Issuer.
Each of Fund II and Fund III (who collectively own 97.4% of the capital interests of LandBridge Holdings), GP II LP (as sole general partner of Fund II), GP III LP (as sole general partner of Fund III), GP II LLC (as sole general partner of GP II LP), GP III LLC (as sole general partner of GP III LP) and DNC (as the sole member of each of GP II LLC and GP III LLC) may be deemed to be the beneficial owner of the securities beneficially owned by LandBridge Holdings.
The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D. |
| (c) | The information set forth in Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference into this Item 5(c). |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended by adding the following:
Unit Purchase Agreement
On December 19, 2024, the Issuer and LandBridge Holdings entered into that certain Unit Purchase Agreement by and between the Issuer and LandBridge Holdings (the "Unit Purchase Agreement"), pursuant to which the Issuer and LandBridge Holdings consummated the Repurchase.
The foregoing summary of the Unit Purchase Agreement is qualified in its entirety by reference to the complete text of the agreement, a copy of which is filed as an exhibit hereto and incorporated by reference herein.
Lock-Up Agreement
In connection with the Private Placement, on November 18, 2024, each Reporting Person named herein entered into a Lock-Up Agreement (the "Lock-Up Agreement") with Goldman Sachs & Co. LLC and Barclays Capital Inc. (the "Placement Agents"). The Lock-Up Agreement provides that each Reporting Person will not offer, sell, contract to sell, pledge, grant any option to purchase, lend, make any short sale or otherwise transfer or dispose of, any Class A shares, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Class A shares, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge, option to purchase, loan, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Placement Agents, for a period of 60 days after the date of consummation of the Private Placement (subject to certain exceptions and termination provisions specified in the Lock-Up Agreement).
The foregoing summary of the Lock-Up Agreement is qualified in its entirety by reference to the complete text of the agreement, a copy of which is filed as an exhibit hereto and incorporated by reference herein. | |
| Item 7. | Material to be Filed as Exhibits. |
Unit Purchase Agreement, dated as of December 19, 2024 by and between LandBridge Company LLC and LandBridge Holdings LLC.
Form of Lock-Up Agreement. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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