Increases holdings to ~273,000 acres, with
~53,000 acres acquired in Q4 2024
LandBridge re-affirms previously-announced 2025
guidance
LandBridge Company LLC (NYSE: LB) (“LandBridge,” “we” or “our”)
today announced it has closed its previously announced acquisition
of approximately 46,000 largely contiguous surface acres, known as
the Wolf Bone Ranch, in the Delaware Basin from a subsidiary of VTX
Energy Partners, LLC, a Vitol investment (“VTX Energy”).
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the full release here:
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(Graphic: LandBridge)
The Wolf Bone Ranch acquisition strategically expands
LandBridge’s position in Reeves and Pecos Counties, Texas, an
important region for both oil and natural gas production, and
provides access to the Waha Gas market hub. The land generates
significant cash flows from existing third-party operations and is
strategically located to capture potential future growth
opportunities from renewable energy projects, commercial real
estate and digital infrastructure development. As part of the
acquisition, LandBridge secured a minimum annual revenue commitment
of $25 million for each of the next five years from VTX Energy and
its affiliates that includes surface operations, brackish water
used for completions and produced water handling royalties.
LandBridge funded the purchase price of the acquisition with $200
million of proceeds from the Private Placement (defined below) and
$45 million of borrowings under its debt facilities.
LandBridge re-affirms its recently increased 2025 Adjusted
EBITDA1 guidance of $170 million to $190 million, which includes
expected earnings accretion from the Wolf Bone Ranch
acquisition.
Contemporaneously with the acquisition, LandBridge closed the
previously-announced private placement of Class A shares
representing limited liability company interests (the “Class A
Shares”) at a price of $60.03 per Class A Share to select
institutional and accredited investors (the “Private Placement”).
Approximately $150 million of proceeds from the Private Placement
were used to purchase units representing membership interests in
DBR Land Holdings LLC (“OpCo Units”) held by LandBridge Holdings
LLC, an affiliate of LandBridge’s financial sponsor, Five Point
Energy (the “Repurchase”). A corresponding number of Class B shares
representing limited liability company interests in LandBridge held
by LandBridge Holdings LLC were contemporaneously cancelled.
There is no dilution to LandBridge shareholders with respect to
the Repurchase of OpCo Units from LandBridge Holdings LLC. The
securities offered in the Private Placement have not been
registered under the Securities Act of 1933, 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 of 1933, as amended (the “Securities Act”), and
applicable state law.
In conjunction with the Private Placement, LandBridge, its
directors and executive officers and LandBridge Holdings LLC
entered into lock-up agreements pursuant to which they are subject
to a 60-day lock up from the date of closing.
Following the closing of the Private Placement and the
Repurchase, LandBridge’s management team and Five Point Energy hold
an approximate 70% ownership interest in LandBridge and its
operating subsidiaries through LandBridge Holdings LLC.
In connection with the Private Placement, Goldman Sachs &
Co. LLC acted as the lead placement agent and Barclays Capital Inc.
acted as a placement agent. Kelly Hart Hallman LLP served as
counsel to LandBridge for the Wolf Bone Ranch acquisition. Vinson
& Elkins L.L.P. served as counsel to LandBridge for the Private
Placement.
Piper Sandler served as financial advisor to VTX Energy and
Vitol. Gibson Dunn & Crutcher LLP served as counsel to VTX
Energy and Vitol.
About LandBridge
LandBridge owns approximately 273,000 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 850 kbpd 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
Wolf Bone Ranch acquisition, including the expected benefits of the
expected accretion, integration plans, synergies, opportunities and
anticipated future performance, and certain projections. 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 projected 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 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’ ability to develop our land or any potential
acquired acreage to accommodate any future surface use
developments; 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 reliance on a limited
number of customers and a particular region for substantially all
of our revenues; 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; our ability to continue the payment of dividends;
our ability to successfully implement our growth plans, including
through future acquisitions of acreage, 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.
Non-GAAP Financial Measures
Reconciliations of forward-looking non-GAAP financial measures
to comparable GAAP measures are not available due to the challenges
and impracticability of estimating certain items, particularly
non-recurring gains or losses, unusual or non-recurring items,
income tax benefit or expense, or one-time transaction costs and
cost of revenue. We are unable to reasonably predict these because
they are uncertain and depend on various factors not yet known,
which could have a material impact on GAAP results for the guidance
period. Because of those challenges, a reconciliation of
forward-looking non-GAAP financial measures is not available
without unreasonable effort.
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.
1 Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP
Financial Measures” included in this press release for related
disclosures.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241220795122/en/
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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