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LANDBRIDGE ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING AND CONCURRENT PRIVATE PLACEMENT

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IPO private placement offering
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LandBridge has announced the pricing of its initial public offering (IPO) and a concurrent private placement. The company is offering 14,500,000 Class A shares at $17.00 per share, with an additional 2,175,000 shares available for underwriters to purchase within 30 days. The shares will trade on the NYSE under the ticker symbol 'LB' starting June 28, 2024, with the offering expected to close on July 1, 2024.

The concurrent private placement involves selling 750,000 Class A shares at the same price to an accredited investor. Through both the IPO and private placement, LandBridge expects net proceeds of approximately $236.1 million, or $270.9 million if the underwriters exercise their full option. The proceeds will be used for underwriting discounts, commissions, and other expenses.

Goldman Sachs and Barclays are leading the offering, supported by other financial institutions. The IPO and private placement are contingent upon satisfying customary closing conditions. A registration statement for the IPO was declared effective by the SEC on June 27, 2024.

Positive
  • LandBridge's IPO is set to raise approximately $236.1 million, potentially increasing to $270.9 million if the underwriters exercise their option to purchase additional shares.
  • The company's shares will trade on the NYSE under the ticker symbol 'LB', providing increased market visibility and liquidity.
Negative
  • The issuance of new shares could lead to shareholder dilution.

LandBridge's initial public offering (IPO) is a significant event for the company and investors. The pricing of 14.5 million Class A shares at $17.00 per share, alongside a concurrent private placement, indicates a robust capital-raising strategy. The transaction could raise up to $270.9 million if underwriters exercise their over-allotment option.

From an investor's perspective, the involvement of major underwriters like Goldman Sachs and Barclays suggests strong institutional confidence. However, it's essential to consider the allocation of the net proceeds. Investors should assess whether LandBridge has a clear and compelling plan for utilizing these funds to drive growth and enhance shareholder value.

Additionally, the concurrent private placement to an accredited investor at the same price as the public offering highlights a commitment to price parity and fairness. This transparency can build investor trust in the company's financial practices.

In the short term, the IPO could lead to volatility as the market absorbs the new shares. Long-term benefits will depend on how effectively LandBridge deploys the capital raised and manages its growth trajectory.

The entry of LandBridge into the NYSE with ticker “LB” represents a strategic move to elevate its market presence. Listing on a major exchange typically enhances liquidity and visibility among a broader pool of investors. However, market conditions at the time of listing and subsequent trading performance will be critical factors to watch.

Investors should consider the competitive landscape and market positioning of LandBridge. Understanding the company's market share, growth potential and competitive advantages will provide insights into its long-term value proposition. The successful pricing of the IPO suggests positive market sentiment, but it's important to monitor how initial trading volumes and price stability unfold.

Moreover, the coordination of a concurrent private placement, exempt from the registration requirements, indicates strategic financial maneuvering. This can imply confidence from significant investors who are often privy to more detailed information, albeit it’s essential to remain cautious about potential dilution effects in the future.

HOUSTON--(BUSINESS WIRE)-- LandBridge Company LLC (“LandBridge”) today priced its initial public offering of 14,500,000 Class A shares representing limited liability company interests (“Class A shares”) at a price to the public of $17.00 per Class A 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. The Class A shares are expected to begin trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “LB” on June 28, 2024. The offering is expected to close on July 1, 2024, subject to the satisfaction of customary closing conditions. In addition to the Class A shares sold in the offering, LandBridge agreed to sell 750,000 Class A shares at a price of $17.00 per Class A share in a concurrent private placement to an accredited investor (the “concurrent private placement”). The sale of the Class A shares in the concurrent private placement will be exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D promulgated thereunder.

LandBridge expects to receive net proceeds from the offering and the concurrent private placement of approximately $236.1 million, or $270.9 million if the underwriters exercise their option to purchase additional Class A shares in full, after deducting underwriting discounts and commissions, placement agent fees and estimated expenses payable by LandBridge.

Goldman Sachs & Co. LLC and Barclays are acting as lead book-running managers for the offering. Additional book-running managers for the offering are Wells Fargo Securities, Citigroup, Piper Sandler and Raymond James. Janney Montgomery Scott, Johnson Rice & Company, Pickering Energy Partners, Texas Capital Securities, and Roberts & Ryan are acting as co-managers for the offering. Goldman Sachs & Co. LLC is also serving as placement agent for the concurrent private placement.

A registration statement relating to the Class A shares offered in the initial public offering has been filed and was declared effective by the U.S. Securities and Exchange Commission on June 27, 2024 (the “Registration Statement”). The offering of these securities is being made only by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933, as amended. Copies of the prospectus related to these securities can be obtained from any of the following sources:

Goldman Sachs & Co. LLC
Attention: Prospectus Department
200 West Street
New York, NY 10282
Telephone:(866) 471-2526
prospectus-ny@ny.email.gs.com

Barclays Capital Inc.,
Attention: Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (888) 603-5847
barclaysprospectus@broadridge.com

The concurrent private placement is also scheduled to close on July 1, 2024, subject to the satisfaction of customary closing conditions. The closing of LandBridge’s initial public offering is not conditioned on the closing of the concurrent private placement, but the closing of the concurrent private placement is contingent and conditioned upon the closing of the initial public offering.

About LandBridge

LandBridge owns approximately 220,000 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 leading energy private equity firm with a successful track record of investing in and developing energy, environmental water management and sustainable infrastructure companies within the Permian Basin.

Important Information

The Registration Statement may be obtained free of charge at the SEC’s website at www.sec.gov under “LandBridge Co LLC.” This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical facts. The words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative version of these words, or similar terms and phrases are intended to identify forward-looking statements. These forward-looking statements include any statements regarding the commencement of trading of the Class A shares on the NYSE and the expected closing date of the offering and the concurrent private placement. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the Registration Statement.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, LandBridge does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for LandBridge to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Registration Statement filed with the SEC in connection with LandBridge’s initial public offering. The risk factors and other factors noted in the Registration Statement could cause its actual results to differ materially from those contained in any forward-looking statement.

Daniel Yunger / Jon Morgan / Nathaniel Shahan

Kekst CNC

kekst-landbridge@kekstcnc.com

Scott McNeely

Chief Financial Officer

LandBridge Company LLC

832-703-1433

scott.mcneely@landbridgeco.com

Source: LandBridge Company LLC

FAQ

When will LandBridge's shares start trading on the NYSE under the ticker symbol 'LB'?

LandBridge's shares are expected to begin trading on the NYSE under the ticker symbol 'LB' on June 28, 2024.

What is the offering price for LandBridge's IPO?

LandBridge's IPO is priced at $17.00 per Class A share.

How many shares is LandBridge offering in its IPO?

LandBridge is offering 14,500,000 Class A shares in its IPO, with an additional 2,175,000 shares available for purchase by underwriters within 30 days.

What is the expected net proceeds from LandBridge's IPO and concurrent private placement?

LandBridge expects net proceeds of approximately $236.1 million from the IPO and concurrent private placement, potentially increasing to $270.9 million if underwriters exercise their full option.

Who are the lead book-running managers for LandBridge's IPO?

Goldman Sachs and Barclays are the lead book-running managers for LandBridge's IPO.

LandBridge Company LLC

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