Sec Form 13D Filing - LandBridge Holdings LLC filing for LandBridge Company LLC (LB) - 2024-12-23

December Private PlacementOn 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.

The information set forth on the cover pages is incorporated by reference into this Item 5.

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.

The information set forth in Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference into this Item 5(c).

Not applicable.

Not applicable.

Item 6 is hereby amended by adding the following:Unit Purchase AgreementOn 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 AgreementIn 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.

Unit Purchase Agreement, dated as of December 19, 2024 by and between LandBridge Company LLC and LandBridge Holdings LLC.Form of Lock-Up Agreement.