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SEC Comment Letter 0000000000-24-007045 to LandBridge Co LLC (LB) (CIK 0001995807) (LB)

LandBridge Co LLC (LB) (CIK 0001995807)
Date: June 20, 2024 · CIK: 0001995807 · Accession: 0000000000-24-007045

AI Filing Summary & Sentiment

File numbers found in text: 333-279893

Date
June 20, 2024
Author
Not clearly detected
Form
UPLOAD
Company
LandBridge Co LLC (LB) (CIK 0001995807)

Letter

United States securities and exchange commission logo June 20, 2024 Jason Long Chief Executive Officer LandBridge Company LLC 5555 San Felipe Street, Suite 1200 Houston, TX 77056 Re:LandBridge Company LLC Amendment No. 2 to Registration Statement on Form S-1 Filed June 17, 2024 File No. 333-279893 Dear Jason Long: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 14, 2024 letter. Registration Statement on Form S-1 Summary Possible Concurrent Private Placement, page 25 1.We refer to your revised disclosure here and the last two paragraphs on page 5 of your response letter. Please also tell us how you are soliciting and negotiating the concurrent private offering. In addition, please revise your organizational chart on page 30 by adding additional narrative disclosure to explain how the potential private offering may affect the amount of ownership you would have in OpCo. Risks Related to Our Financial Condition, page 33 2.We acknowledge your revised disclosures. As previously stated, please also revise the third risk factor on page 33 to disclose your weighted average interest rate as of March 31, 2024.

FirstName LastNameJason Long Comapany NameLandBridge Company LLC June 20, 2024 Page 2 FirstName LastName Jason Long LandBridge Company LLC June 20, 2024 Page 2 Dilution, page 95 3.We note your disclosure that your pro forma net tangible book value per Class A shares after giving effect to the East Stateline Acquisition and Credit Agreement but prior to this offering is $2.89 per Class A share. Based on our recalculation of the per share amount, it appears that the amount of shares used in the calculation also include the amount of shares related to the new investors in this offering. Please advise or revise. Business Customers; Material Contracts and Marketing, page 155 4.We refer to your revised disclosure on page 155 in response to prior comment 6. Please expand your description of the material terms of these agreements to further describe the specific economic provisions of these agreements. Please also file your Waterbridge agreements. Oil, Natural Gas and NGL Data Production and Price History, page 173 5.We have reviewed the revised units of measure on page 173 and note the NGL average realized price should be disclosed as $/Bbl. 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.

Show Raw Text
United States securities and exchange commission logo
June 20, 2024
Jason Long
Chief Executive Officer
LandBridge Company LLC
5555 San Felipe Street, Suite 1200
Houston, TX 77056
Re:LandBridge Company LLC
Amendment No. 2 to Registration Statement on Form S-1
Filed June 17, 2024
File No. 333-279893
Dear Jason Long:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 14, 2024 letter.
Registration Statement on Form S-1
Summary
Possible Concurrent Private Placement, page 25
1.We refer to your revised disclosure here and the last two paragraphs on page 5 of your
response letter. Please also tell us how you are soliciting and negotiating the concurrent
private offering. In addition, please revise your organizational chart on page 30 by adding
additional narrative disclosure to explain how the potential private offering may affect the
amount of ownership you would have in OpCo.
Risks Related to Our Financial Condition, page 33
2.We acknowledge your revised disclosures. As previously stated, please also revise the
third risk factor on page 33 to disclose your weighted average interest rate as of March 31,
2024.

 FirstName LastNameJason  Long
 Comapany NameLandBridge Company LLC
 June 20, 2024 Page 2
 FirstName LastName
Jason  Long
LandBridge Company LLC
June 20, 2024
Page 2
Dilution, page 95
3.We note your disclosure that your pro forma net tangible book value per Class A shares
after giving effect to the East Stateline Acquisition and Credit Agreement but prior to this
offering is $2.89 per Class A share. Based on our recalculation of the per share amount, it
appears that the amount of shares used in the calculation also include the amount of shares
related to the new investors in this offering. Please advise or revise.
Business
Customers; Material Contracts and Marketing, page 155
4.We refer to your revised disclosure on page 155 in response to prior comment 6. Please
expand your description of the material terms of these agreements to further describe the
specific economic provisions of these agreements. Please also file your Waterbridge
agreements.
Oil, Natural Gas and NGL Data
Production and Price History, page 173
5.We have reviewed the revised units of measure on page 173 and note the NGL average
realized price should be disclosed as $/Bbl.
            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.