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United States securities and exchange commission logo
May 21, 2024
Jason Long
Chief Executive Officer
LandBridge Company LLC
5555 San Felipe Street, Suite 1200
Houston, TX 77056
Re:LandBridge Company LLC
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted May 6, 2024
CIK No.: 0001995807
Dear Jason Long:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
March 6, 2024 letter.
DRS/A filed on May 6, 2024
Recent Acquisitions, page ii
1.We note your disclosure that in May 2024, you acquired approximately 103,000 surface
acres from a private third-party seller which you refer to as the East Line Ranch
Acquisition. We further note your references to the Frying Pan Ranch in your Unaudited
Pro Forma Condensed Consolidated Financial Statements and the stand alone audited
financial statements of Frying Pan Ranch which appear to be related to the same
acquisition. Please revise your disclosures throughout your document to consistently refer
to this acquisition.

 FirstName LastNameJason Long
 Comapany NameLandBridge Company LLC
 May 21, 2024 Page 2
 FirstName LastName
Jason Long
LandBridge Company LLC
May 21, 2024
Page 2
Financial and Operating Data Presentation, page iii
2.We note your disclosures that the term “pro forma” is used with respect to financial data
that refers to the historical financial data of OpCo, as adjusted to give effect to the East
Stateline Ranch Acquisition and the Credit Agreement Amendment. We further note that
the term "pro forma" is also used when discussing operating data that refers to the
historical operating data of OpCo, as adjusted to give effect to the Acquisitions, in the
case of data presented as of December 31, 2023, and to the May 2024 Acquisitions, in the
case of data presented as of March 31, 2024. Given use of the term "pro forma" is the
same for both sets of disclosures, please revise the term "pro forma" to another caption in
regards to references for operating data throughout the document in order to avoid
confusion for readers.
3.We note your disclosure throughout the filing that presents certain financial and
operational data on a pro forma basis. Please include balancing disclosure throughout your
amended filing of this data including actual historical amounts.
Summary
Our Assets, page 5
4.The surface acre totals for the Northern and Southern areas shown in the illustration titled,
“Overview of our Land Position and WaterBridge’s Infrastructure Assets” on pages 6 and
128 appear to be inconsistent with the Northern and Southern surface acre totals disclosed
on pages 10-11 and 132. Please review and revise to remove the inconsistencies.
Our Northern Position, page 10
5.We refer to your revised disclosure that 8,650 additional surface acres are leased from the
BLM and that you have entered into a lease for pipeline right-of-way rights. Please
expand your discussion as appropriate to further describe these arrangements.
Summary Historical and Pro Forma Financial Data, page 39
6.We note that you are presenting pro forma information for each of the three categories of
the cash flow statement for fiscal year 2023. Please tell us the purpose for including these
measures. Please also tell us the basis in the SEC rules and regulations for providing these
measures as they do not appear to be consistent with the type of pro forma financial
information that should be provided pursuant to Article 11-02(c) of Regulation S-X.
Use of Proceeds, page 86
7.We refer to your revised disclosures regarding the use of borrowings under your credit
facility incurred within the past year. Please also revise to reference your other uses, or
advise. In this regard, we note on page 100 that you also refer to borrowings being used to
repay prior indebtedness and to make a distribution to NDB LLC.

 FirstName LastNameJason Long
 Comapany NameLandBridge Company LLC
 May 21, 2024 Page 3
 FirstName LastName
Jason Long
LandBridge Company LLC
May 21, 2024
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 101
8.The oil and gas royalties disclosed in the narrative on page 102 appear to be inconsistent
with the dollar values provided in the table on page 102. Please review and revise to
remove the inconsistencies.
9.The average realized gas prices disclosed on page 102 (2022 = $6.77 and 2023 = $2.34)
appear to be inconsistent with the average realized gas prices on page 163 (2022 = $6.36
and 2023 = $1.67). Please review and revise to remove the inconsistencies.
Business
Oil, Natural Gas and NGLs Production Prices and Costs
Acreage, page 164
10.Your response to prior comment 15 in your response letter, dated February 14, 2024,
stated you would provide a historical break-out of acreage on a gross/net developed and
undeveloped basis in a subsequent filing. As a reminder, please provide a completed table
showing the gross/net developed, undeveloped, and total acres as of December 31, 2023
and 2022.
11.We note the table values presented for net mineral acres are based on a standardized
1/8th interest. Please expand the table to additionally present your net mineral acres on an
actual basis.
Unaudited Pro Forma Condensed Consolidated Financial Statements, page F-5
12.We note your unaudited pro forma condensed consolidated financial statements include
the pro forma impact of the pending acquisition of the East Stateline Ranch Assets. In
your disclosures, it appears that you have included the entire amount of the fair value of
the assets acquired of $360 million net of the historical equity value of $12.8 million as an
adjustment to property plant and equipment, net of accumulated depreciation on the pro
forma condensed consolidated balance sheet. We further note that there does not appear to
be any transaction adjustments that have been recorded related to such acquisition on your
pro forma consolidated statement of operations. Please tell us how the Company applied
the guidance in Rule 11-02(a)(6)(i) which requires the Company to depict the adjustments
in the pro forma condensed balance sheet in accordance with US GAAP. Given that it
appears that such acquisition will be accounted for as a business combination under ASC
805, it would appear a preliminary purchase price allocation depicting the
anticipated acquired components should be reflected in your pro forma consolidated
balance sheet. In addition, the Company should include the impact of such transaction
adjustments in its pro forma condensed statement of operations.

 FirstName LastNameJason Long
 Comapany NameLandBridge Company LLC
 May 21, 2024 Page 4
 FirstName LastName
Jason Long
LandBridge Company LLC
May 21, 2024
Page 4
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended
December 31, 2022, page F-9
13.We note that you continue to present a pro forma consolidated statement of operations for
the year ended December 31, 2022. You should only present a pro forma consolidated
statement of operations for the most recent fiscal year, which in this case is December 31,
2023. Please revise to remove your pro forma consolidated statement of operations for the
year ended December 31, 2022. See Article 11-02(c)(2).
DBR Land Holdings LLC and Subsidiaries
Notes to Consolidated Financial Statements
Analysis of Changes in Proved Reserves, page F-41
14.The detailed explanations of the changes in proved reserves that occurred during the years
ended December 31, 2022 and December 31, 2023, which were included in Submission
No. 3, were removed from Submission No. 4. Please revise your future submission to
include these detailed explanations.
Exhibits
15.We note the revised disclosures regarding a new produced water facilities agreement and a
fresh water facilities agreement with WaterBridge. Please revise your exhibit index to
include such agreements, or advise.
16.The disclosures in Exhibits 99.1 to 99.2 do not appear to address all of the reserve
report requirements pursuant to Item 1202(a)(8) of Regulation S-K or refer to definitions
and requirements other than those specified in Rule 4-10(a) of Regulation S-X. Please
obtain and file revised reserve reports to address the following points:

•Expand the disclosure to specify the initial benchmark and the average realized prices
after adjustments for location and quality differentials for each product type
represented in the report i ncluding natural gas liquids  to comply with Item
1202(a)(8)(v) of Regulation S-K.

•Remove all references to definitions and requirements other than those as identified
in Rule 4-10(a) of Regulation S-X. For example the disclosure on page 1 and
elsewhere on page 2 under the section “Reporting Requirements” indicate the
determination and classification of the proved undeveloped locations and the reserves
included in the reports have been prepared in accordance with the guidelines,
definitions and requirements established by the Society of Petroleum Engineers
(“SPE”) or as set forth in the Petroleum Resources Management System.

 FirstName LastNameJason Long
 Comapany NameLandBridge Company LLC
 May 21, 2024 Page 5
 FirstName LastName
Jason Long
LandBridge Company LLC
May 21, 2024
Page 5
General
17.We note that you have added photographs after the cover page. While
graphic presentations or images are generally permitted in registration statements, the
graphic presentations must accurately represent the registrant's current business. For
example, it is not appropriate to include graphics that do not accurately depict your current
business. Accordingly, please revise as appropriate to address graphics that depict
potential future uses of your property (e.g., as a data center). Refer to Securities Act
Forms C&DI 101.02.
            Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David Oelman, Esq.