UPLOAD Filing
WaterBridge Infrastructure LLC
Date: June 16, 2025 · CIK: 0002064947 · Accession: 0000000000-25-006331
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June 16, 2025
Jason Long
Chief Executive Officer
WaterBridge Infrastructure LLC
5555 San Felipe Street, Suite 1200
Houston, Texas 77056
Re: WaterBridge Infrastructure LLC
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 2, 2025
CIK No. 0002064947
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 May 15, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Basis of Presentation, page ii
1. We note your response to prior comment one regarding your view that NDB
Midstream and WBEF are not under common control. Please address the
following:
You indicate on page 4 of your response letter that....the limited
partners do hold
any participating rights and all decision-making authority rests
with the
applicable general partner. Please clarify if you intended to
indicate that the
limited partners do not hold any participating rights.
June 16, 2025
Page 2
We note disclosure on page F-19 that Five Point Energy Fund I LP,
Five Point
Energy Fund II LP, and Five Point Energy Fund III LP collectively
hold a
65.8% indirect interest in NDB Operating and on page F-58 that Five
Point
Energy Fund I LP and Five Point Energy Fund II LP hold a 76%
indirect interest
in WBEF. Please quantify the ownership interests held by each of the
LP Funds in
NDB Operating and WBEF.
Identify the general partner(s) for each Fund, their ownership
interest in each
Fund, and provide the name of the the general partner legal entity
for each Fund.
You state that the general partner may delegate to Five Point
Infrastructure, LLC
("Manger") all of power and authority of the general partners under
the applicable
Limited Partnership Agreement ("LPA") provided that the ultimate
management
and conduct of activities of the applicate Five Point Fund remains
the sole
responsibility of the generate partner. Please clarify whether the
general partner
delegates control and decision making ability to the Manager, or,
whether the
Manager only executes and/or carries out the decisions and
instructions made by
the general partner.
Company Overview, page 1
2. We note that you have developed a proprietary data analysis technology,
referred to as
your WAVE platform. Please disclose whether you have any intellectual
property
rights associated with this platform. Please also include an appropriate
risk factor
addressing the intellectual property protection on your product.
Dividend Policy, page 69
3. We note your response to prior comment 12 which states that on a
combined basis,
NDB Operating and WBEF would have had a cash deficiency of $203.8
million for
the year ended December 31, 2024. We also note you continue to disclose
your
intention to pay a dividend on your Class A Shares. Please address the
following:
Disclose, if true, that on a combined basis, you would not have
declared dividends
in the year ended December 31, 2024 since you would have had a cash
deficiency
of $203.8 million since operating cash flows after giving effect to
capital
requirements would not have supported a distribution.
Tell us and disclose the timing of when you expect to commence the
payment of
dividends on your Class A Shares.
Please tell us management's plans to generate cash flows
sufficient to and
consistent with your expectations to pay dividends prospectively.
For example,
are you projecting increased throughput volumes or increased pricing
that will
generate sufficient cash flows to pay your intended dividends?
June 16, 2025
Page 3
Provide incremental disclosure regarding the nature of
management's plans to
increase cash flows of the combined entities sufficient to pay your
intended dividends.
Security Ownership of Certain Beneficial Owners and Management, page 145
4. We note your response to prior comment 15 and reissue the comment.
Please revise
your beneficial ownership table to disclose the natural person or
persons who exercise
sole or shared voting and/or dispositive powers with respect to the
shares held by
WBR Aggregator, NDB Holdings, and Devon Holdco. Refer to Item 403 of
Regulation S-K and Exchange Act Rule 13d-3.
Please contact John Cannarella at 202-551-3337 or Yong Kim at
202-551-3323 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Claudia Rios at 202-551-8770 or Liz Packebusch at 202-551-8749 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Ryan Maierson, Esq.
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