Acreage offers existing cash flows and
significant future revenue growth opportunities
Increases LandBridge holdings to ~272,000
surface acres including previously announced transactions
Concurrent private placement to partially fund
transaction
LandBridge Company LLC (NYSE: LB) (“LandBridge”) today announced
it has entered into a purchase and sale agreement (the “Agreement”)
to acquire approximately 46,000 largely contiguous surface acres in
the Southern Delaware Basin known as the Wolf Bone Ranch for total
consideration of $245 million in cash from a subsidiary of VTX
Energy Partners, LLC, a Vitol investment (the “Acquisition”),
subject to customary purchase price adjustments and closing
conditions.
Located adjacent to LandBridge’s existing surface acreage in
Reeves County, Texas, the Wolf Bone Ranch is well-positioned at a
strategic intersection of oil and natural gas exploration and
transportation, with access to the Waha Gas market hub. The land
also supports produced water operations, with current volumes of
approximately 300 MBbls/d serviced by infrastructure owned and
operated by VTX Energy, as well as assets owned and managed by
WaterBridge Operating LLC, an affiliate of LandBridge and a leading
water midstream platform (“WaterBridge”). Pursuant to the
Agreement, VTX Energy has agreed to a minimum annual revenue
commitment to LandBridge of $25 million for the next five
years.
“This acquisition demonstrates our continued commitment to our
active land management strategy across the Delaware Basin, and we
see significant opportunities for a broad range of industrial
development and revenue growth on the Wolf Bone Ranch,” said Jason
Long, Chief Executive Officer of LandBridge. “These opportunities
include commercial real estate opportunities along the over seven
miles of Highway 285 frontage and potential digital infrastructure
and renewable energy projects.”
LandBridge expects to fund the purchase price of the Acquisition
with a portion of the net proceeds from the Private Placement (as
defined below) and borrowings under its debt facilities.
LandBridge also today announced that it has entered into
agreements to issue 5,830,419 Class A shares representing limited
liability company interests, at a price of $60.03 per Class A
share, in a private placement to select institutional and
accredited investors constituting a group of both new and existing
shareholders (the “Private Placement”). LandBridge expects to use
approximately $200 million of the net proceeds from the Private
Placement to partially fund the Acquisition, with the balance of
such net proceeds being used to redeem or repurchase (the
“Redemption”) units representing membership interests in DBR Land
Holdings LLC (along with the cancellation of a corresponding number
of Class B shares representing limited liability company interests
of LandBridge) that are held by LandBridge Holdings LLC, an
affiliate of Five Point Energy. The securities offered in the
Private Placement have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”), or any state securities
laws and may not be offered or sold in the United States absent
registration or an applicable exemption from, or a transaction not
subject to, the registration requirements of the Securities Act and
applicable state laws.
The closing of the Private Placement is conditioned upon, and
subject to, the closing of the Acquisition; however, the
Acquisition is not conditioned upon, or subject to, the closing of
the Private Placement. The closing of both the Acquisition and the
Private Placement is expected to take place in the fourth quarter
of 2024.
Goldman Sachs & Co. LLC is acting as the lead placement
agent, and Barclays Capital Inc. is acting as a placement agent, in
connection with the Private Placement.
In order to facilitate the Private Placement, Goldman Sachs
& Co. LLC and Barclays Capital Inc., in their capacities as
representatives of the several underwriters of LandBridge’s recent
initial public offering, have agreed to waive the lock-up
restrictions with respect to the securities offered by LandBridge
pursuant to the Private Placement and the securities to be redeemed
or repurchased pursuant to the Redemption.
Additional information regarding the details of the Acquisition
can be found on the Investors section of LandBridge’s website at
https://ir.landbridgeco.com/overview/default.aspx.
About LandBridge
LandBridge owns approximately 221,000 surface acres across Texas
and New Mexico, located primarily in the heart of the Delaware
sub-basin in the Permian Basin, the most active region for oil and
natural gas exploration and development in the United States.
LandBridge actively manages its land and resources to support and
encourage oil and natural gas production and broader industrial
development. Since its founding in 2021, LandBridge has served as
one of the leading land management businesses within the Delaware
Basin. LandBridge was formed by Five Point Energy LLC, a private
equity firm with a track record of investing in and developing
energy, environmental water management and sustainable
infrastructure companies within the Permian Basin.
About Five Point
Five Point Energy is a private equity firm focused on building
businesses within the environmental water management, surface
management and sustainable infrastructure sectors. The firm was
founded by industry veterans who have had successful careers
investing in, building, and running midstream infrastructure
companies. Five Point’s strategy is to buy and build assets, create
companies, and grow them into sustainable enterprises with premier
management teams and industry-leading E&P partners. Based in
Houston, Five Point targets equity investments up to $1 billion and
has approximately $7 billion of assets under management across
multiple investment funds. For more information about Five Point
Energy, please visit: www.fivepointenergy.com.
About Vitol
Vitol is a leader in the energy sector with a presence across
the spectrum: from oil to power, renewables and carbon. Vitol
trades 7.3 mmbpd of crude oil and products, and charters around
6,000 sea voyages every year.
Vitol's counterparties include national oil companies,
multinationals, leading industrial companies and utilities. Founded
in Rotterdam in 1966, today Vitol operates from some 40 offices
worldwide and is invested in energy assets globally including: 105
mmbbls of storage globally, roughly 800 mbpd of refining capacity,
over 9,000 service stations and more than $2.5 billion committed to
a growing portfolio of transitional and renewable energy assets.
Revenues in 2023 were $400 billion. For more information about
Vitol, please visit www.vitol.com.
Cautionary Statement Concerning Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, as amended. These
statements are based on LandBridge’s current beliefs, as well as
current assumptions made by, and information currently available
to, LandBridge, and therefore involve risks and uncertainties that
are difficult to predict. Generally, future or conditional verbs
such as “will,” “would,” “should,” “could,” or “may” and the words
“believe,” “anticipate,” “continue,” “intend,” “expect” and similar
expressions identify forward-looking statements. These
forward-looking statements include any statements regarding the
Acquisition, including the ability of the parties to consummate the
Acquisition in a timely manner, or at all, satisfaction of the
conditions precedent to the consummation of the Acquisition,
including the ability to secure regulatory approvals in a timely
manner or at all, the expected benefits of the Acquisition,
including expected accretion, integration plans, synergies,
opportunities and anticipated future performance, and the Private
Placement and the use of proceeds therefrom. These forward-looking
statements are subject to a number of risks, uncertainties, and
assumptions, many of which are beyond our control.
Forward-looking statements include, but are not limited to,
strategies, plans, objectives, expectations, intentions,
assumptions, future operations and prospects and other statements
that are not historical facts, including our estimated future
financial performance. You should not place undue reliance on
forward-looking statements. Although LandBridge believes that its
plans, intentions and expectations reflected in or suggested by any
forward-looking statements made herein are reasonable, LandBridge
may be unable to achieve such plans, intentions or expectations and
actual results, and its performance or achievements may vary
materially and adversely from those envisaged in this press release
due to a number of factors including, but not limited to: our
customers’ demand for and use of our land and resources; the
success of our affiliates, including WaterBridge and Desert
Environmental LLC, in executing their business strategies,
including their ability to construct infrastructure, attract
customers and operate successfully on our land; our customers’
willingness and ability to develop our land or any potential
acquired acreage to accommodate any future surface use
developments, such as the Wolf Bone Ranch; the domestic and foreign
supply of, and demand for, energy sources, including the impact of
actions relating to oil price and production controls by the
members of the Organization of Petroleum Exporting Countries,
Russia and other allied producing countries with respect to oil
production levels and announcements of potential changes to such
levels; our ability to enter into favorable contracts regarding
surface uses, access agreements and fee arrangements, including the
prices we are able to charge and the margins we are able to
realize; the initiation or outcome of potential litigation; our
ability to continue the payment of dividends; our ability to
successfully implement our growth plans, including through any
future acquisitions of acreage, including the Acquisition, and/or
introduction of new revenue streams; and any changes in general
economic and/or industry specific conditions, among other things.
These risks, as well as other risks associated with LandBridge, are
also more fully discussed in our filings with the U.S. Securities
and Exchange Commission. Except as required by applicable law,
LandBridge undertakes no obligation to update any forward-looking
statements or other statements included herein for revisions or
changes after this communication is made.
No Offer or Solicitation
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241119487272/en/
Investor Scott McNeely Chief Financial Officer LandBridge
Company LLC Contact@LandBridgeco.com Media Daniel Yunger /
Nathaniel Shahan Kekst CNC kekst-landbridge@kekstcnc.com
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