Form 8-K - Current report

0001995807false00019958072024-09-302024-09-30

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2024

 

 

LandBridge Company LLC

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-42150	93-3636146
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
5555 San Felipe Street Suite 1200
Houston, Texas				77056
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 713 230-8864

 

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A shares, representing limited liability company interests		LB		New York Stock Exchange

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. ☐

 

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Item 1.01 Entry into a Material Definitive Agreement.

Effective as of September 30, 2024, LandBridge Company LLC (NYSE: LB) (the “Company”), the Managing Member of OpCo (as defined below), entered into Amendment No. 1 (the “Amendment”) to the Amended and Restated Limited Liability Company Agreement (the “OpCo LLC Agreement”) of DBR Land Holdings LLC (“OpCo”), with LandBridge Holdings LLC, the majority in interest Member of OpCo and controlling shareholder of the Company.

The Amendment provides, among other things, that so long as a Redeeming Member and its affiliates own at least 40% of the voting power of the Company, (i) OpCo may elect to settle a Redemption by such Redeeming Member in cash only to the extent that, prior to or contemporaneously with making such election, the Company issues a number of Company Equity Securities at least equal to the number of OpCo Units subject to such Redemption and contributes to OpCo an amount in cash equal to the net proceeds received by the Company from the issuance of such Company Equity Securities, and (ii) the Company may make a cash election in connection with its exercise of the Call Right with respect to a Redemption by such Redeeming Member only to the extent that, prior to or contemporaneously with making such election, the Company issues a number of Company Equity Securities at least equal to the number of OpCo Units subject to such Redemption.

The foregoing summary is qualified in its entirety by reference to the full text of the Amendment, which is incorporated by reference hereto and is attached to this Current Report on Form 8-K as Exhibit 10.1. Capitalized terms used herein which are not defined in this Current Report on Form 8-K shall have the meanings assigned to such terms in the OpCo LLC Agreement as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
10.1		Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC, effective as of September 30, 2024.
104		Cover Page Interactive Data File (embedded with Inline XBRL document)

 

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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
Date:	October 4, 2024	By:	/s/ Scott L. McNeely
			Name: Scott L. McNeely Title: Chief Financial Officer

 

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Exhibit 10.1

AMENDMENT NO. 1

TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF DBR LAND HOLDINGS LLC

This AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC, Delaware limited liability company (the “Company”), dated July 1, 2024 (the “LLCA”), is executed by the Managing Member and the majority in interest Member, as of October 4, 2024, to be effective as of September 30, 2024 (the “Effective Date”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the LLCA.

RECITALS

WHEREAS, pursuant to Section 11.1(a) of the LLCA, the LLCA may be amended by the Managing Member, together with a majority in interest of the Members.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the LLCA is hereby amended and the parties hereto hereby agree as follows.

AGREEMENT

Section 1. Amendment. The LLCA is hereby amended as follows:

(a) to insert the following as a new Section 3.6(b)(iii) in the LLCA:

“(iii) Notwithstanding any other provisions of this Agreement, so long as a Redeeming Member and its Affiliates own at least 40% of the Voting Power (as defined in the Shareholder’s Agreement) of PubCo, (A) the Company may not make a Cash Election to settle a Redemption by such Redeeming Member and (B) PubCo may not elect to pay the Cash Election Amount in connection with its exercise of the Call Right with respect to a Redemption by such Redeeming Member, in each case, unless, prior to or contemporaneously with making such Cash Election or electing to pay the Cash Election Amount, as applicable, (y) PubCo has issued a number of PubCo Equity Securities at least equal to the number of Units subject to such Redemption and (z) in the case of clause (A), PubCo shall have contributed to the Company an amount in cash equal to the net proceeds, net of any Discount (including, for the avoidance of doubt, any deferred Discounts payable in connection with or as a result of such issuance), from such issuance of such PubCo Equity Securities; provided that once an issuance of a PubCo Equity Security has been applied pursuant to this sentence to permit a Cash Election or an election to pay the Cash Election Amount in connection with the exercise of the Call Right, such issuance may not be utilized to permit a subsequent Cash Election or an election to pay the Cash Election Amount in connection with the exercise of the Call Right.”

(b) to replace Section 3.6(b)(i) in the LLCA with the following:

 

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“(i) Subject to the satisfaction of any Redemption Contingency that is specified in the relevant Redemption Notice, the Redemption shall be completed on the Redemption Date and such Class A Shares issuable upon the Redemption, or, if a Cash Election has been made, the Cash Election Amount shall be delivered to the Redeeming Member, as applicable, as soon as reasonably practicable on or following the Redemption Date; provided, that if a valid Cash Election has not been made, the Redeeming Member may, at any time prior to the date that is one Business Day prior to the Redemption Date, revoke its Redemption Notice by giving written notice (the “Retraction Notice”) to the Company (with a copy to PubCo, except, for the avoidance of doubt, in the event the Redeeming Member has waived such revocation right prior to delivering such Redemption Notice); provided, however, that in no event may the Redeeming Member deliver more than one Retraction Notice in any calendar quarter; provided further, that (A) if (I) PubCo has not complied with its obligations under the Registration Rights Agreement with respect to the Redeeming Member at the time of delivery of a Retraction Notice, (II) the Redeeming Member is in possession of any material non-public information concerning PubCo, the receipt of which results in such Redeeming Member being prohibited or restricted from selling Class A Shares at or immediately following the Redemption without disclosure of such information, (III) there shall have occurred a material disruption in the securities markets generally or in the market or markets in which the Class A Shares is then traded or (IV) there shall be in effect an injunction, a restraining order or a decree of any nature that restrains or prohibits the Redemption, such notice shall not be subject to the quarterly limitation in the immediately preceding clause and (B) if the Company shall have made a Cash Election or PubCo shall have elected to pay the Cash Election Amount in connection with its exercise of the Call Right, in either case, where such election is subject to Section 3.6(b)(iii), but the Company or PubCo, as applicable, shall have failed to complete the related Redemption, the Redeeming Member shall be entitled to revoke its Redemption Notice at any time prior to consummation of such Redemption by delivering a Retraction Notice to the Company (which revocation right shall not be subject to any other limitation set forth herein). The timely delivery of a Retraction Notice shall terminate all of the Redeeming Member’s, the Company’s and PubCo’s (and any other member of the PubCo Holdings Group, as applicable) rights and obligations arising from the retracted Redemption Notice.”

Section 2. No Other Amendments. The provisions of the LLCA shall remain in full force and effect except as expressly amended and modified as set forth in this Amendment. The LLCA, as amended by this Amendment, is hereby ratified and confirmed in all respects. In the event of a conflict between the terms of this Amendment and the terms of the LLCA, the terms of this Amendment shall control.

Section 3. Counterparts. This Amendment may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original, and all of which together shall constitute a single instrument. Delivery of a copy of this Amendment bearing an original signature by electronic mail in portable document format (PDF) or similar means of electronic delivery shall have the same effect as physical delivery of the paper document bearing the original signature.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has duly executed this Amendment effective as of the Effective Date.

	MANAGING MEMBER:
	LANDBRIDGE COMPANY LLC
	By:	/s/ Jason Long
	Name:	Jason Long
	Title:	President and Chief Executive Officer
	MAJORITY IN INTEREST MEMBER:
	LANDBRIDGE HOLDINGS LLC
	By:	/s/ Jason Long
	Name:	Jason Long
	Title:	President and Chief Executive Officer

 

 

 

 

Amendment No. 1

to Amended and Restated Limited Liability Company Agreement

of DBR Land Holdings LLC

 

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Document And Entity Information	Sep. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Entity Registrant Name	LandBridge Company LLC
Entity Central Index Key	0001995807
Entity Emerging Growth Company	true
Entity File Number	001-42150
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	93-3636146
Entity Address, Address Line One	5555 San Felipe Street
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056
City Area Code	713
Local Phone Number	230-8864
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Class A shares, representing limited liability company interests
Trading Symbol	LB
Security Exchange Name	NYSE

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