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Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Event [Line Items]  
Subsequent Events
10.
Subsequent Events

The Company has evaluated subsequent events from the date of the balance sheet through August 8, 2024, the date the Financial Statements were available to be issued and determined there are no subsequent events to report outside of the below:

Initial Public Offering, Private Placement and Corporate Reorganization

On July 1, 2024, LandBridge completed its initial public offering of 14,500,000 Class A shares representing limited liability company interest (“Class A shares”) at a price to the public of $17.00 per share. In addition, LandBridge granted the underwriters a 30-day option to purchase up to an additional 2,175,000 Class A shares at the public offering price, less underwriting discounts and commissions, which was exercised on July 1, 2024. In addition to the Class A shares sold in the Offering, on July 1, 2024, LandBridge sold 750,000 Class A shares at a price of $17.00 per share in the concurrent private placement to an accredited investor. The Offering, including the underwriters’ option, and the private placement closed on July 1, 2024.

The closing of the Offering, including the underwriters’ option, and the private placement resulted in net proceeds of approximately $270.9 million, after deducting underwriting discounts and commissions, placement agent fees, and $7.5 million of offering expenses payable by LandBridge (with any additional offering expenses to be paid by LandBridge out of cash on balance sheet). LandBridge contributed all of the net proceeds of the Offering, including the underwriters’ option, and the private placement in exchange for membership interests in us (“Units”) at a per-unit price equal to the per share price paid by the underwriters for LandBridge’s Class A shares in the Offering. We distributed approximately $170.9 million pro rata to our existing owners and utilized approximately $100.0 million to repay outstanding borrowings under the Credit Facilities.

Amended and Restated LLC Agreement

On July 1, 2024, in connection with the Offering, LandBridge Holdings and LandBridge caused the amendment and restatement of our Limited Liability Company Agreement (the “A&R LLC Agreement”). The A&R LLC Agreement includes, among other things:

(i) the conversion of all Units into a single class of Units, with 73,151,603 outstanding as of July 1, 2024, consisting of 17,425,000 Units owned by LandBridge and 55,726,603 Units owned by LandBridge Holdings and

(ii) admitted LandBridge as the sole managing member of the Company.

In accordance with the terms of the A&R LLC Agreement, the holders of our Units will, subject to certain limitations, have the right to redeem their Units (together with the cancelation of a corresponding number of Class B shares representing limited liability company interests of LandBridge) for Class A shares at an exchange ratio of one Class A share for each Unit (together with the cancelation of a corresponding number of Class B shares) exchanged, subject to conversion rate adjustments for share splits, dividends and reclassifications.

Pursuant to the A&R LLC Agreement and the Amended and Restated Limited Liability Company Agreement of LandBridge, our capital structure and the capital structure of LandBridge will generally replicate one another and will provide for customary anti-dilution mechanisms in order to maintain the one-for-one exchange ratio between the Units and Class A shares.

Management Incentive Units

On July 1, 2024, prior to the Offering, NDB LLC was divided into two Delaware limited liability companies in accordance with the plan of division: (i) NDB LLC and (ii) LandBridge Holdings. As a result of such division, LandBridge Holdings became the sole member of the Company and entered into the A&R LLC Agreement, to facilitate the Offering. As a result of the A&R LLC Agreement, holders of Incentive Units at NDB LLC also hold Incentive Units at LandBridge Holdings. In conjunction with the A&R LLC Agreements at both NDB LLC and LandBridge Holdings, the repurchase feature triggering liability award accounting was amended to require repurchase at fair value as of the repurchase date, thereby eliminating the liability award accounting, including periodic fair value remeasurement. Beginning on July 1, 2024, in accordance with the plan of division, the Incentive Units held at LandBridge Holdings will be the only Incentive Units attributable and allocated to the Company. These Incentive Units are accounted for as a modification and will transition to equity award accounting.

LandBridge Company LLC  
Subsequent Event [Line Items]  
Subsequent Events
5.
Subsequent Events

On July 1, 2024, we closed the Offering of 16,675,000 shares of Class A shares (including 2,175,000 Class A shares issued and sold pursuant to the underwriters’ exercise in full of their option to purchase additional shares of Class A common shares), at a price to the public of $17.00 per share ($15.94 per share net of underwriting discounts). In addition to the Class A shares sold in the Offering, on July 1, 2024 LandBridge sold 750,000 Class A shares at a price of $17.00 per Class A share in the concurrent private placement (16.67 per share net of private placement fees). The Company received net proceeds from the Offering, including the underwriters’ option to purchase additional shares, and the concurrent private placement of approximately $270.9 million, after deducting underwriting discounts, fees and $7.5 million of offering expenses payable by the Company (with any additional offering expenses to be paid by the Company out of cash on balance sheet). The Company contributed all of the net proceeds received from the Offering to OpCo in exchange for membership interests in OpCo (“OpCo Units”) at a per-unit price equal to the per share price paid by the underwriters for our Class A shares in the Offering. OpCo distributed approximately $170.9 million to its existing owners and utilized approximately $100.0 million to repay outstanding borrowings under the Credit Facilities.

We contributed all the net proceeds of the Offering, including the net proceeds from the underwriters’ exercise of their option in full to purchase additional Class A shares, and the concurrent private placement to OpCo in exchange for 17,425,000 OpCo Units.