Form 4: LandBridge Holdings LLC Executes Significant Share Transaction with Related Parties

LandBridge Holdings LLC transferred 2,498,751 OpCo Units to the Issuer and forfeited an equal number of Class B shares for $60.03 per unit, coinciding with a private placement of Class A shares.

Summary

• LandBridge Holdings LLC, along with related entities, engaged in a transaction involving the transfer of 2,498,751 OpCo Units to LandBridge Co LLC.
• Concurrently, 2,498,751 Class B shares were forfeited and cancelled by the Issuer.
• The transaction was priced at $60.03 per OpCo Unit, matching the price of a recent private placement of Class A shares.
• The OpCo Unit Purchase was formalized through a Purchase Agreement dated December 19, 2024.
• This agreement was approved by a majority of the Issuer's shareholders and board of directors, satisfying Rule 16b-3(e) of the Securities Exchange Act of 1934.
• The reporting persons also include Five Point Energy Fund II AIV-VII LP, Five Point Energy Fund III AIV-VIII LP, and related general partners and LLCs, all of whom are deemed to have a controlling interest in the reporting person.
• David N. Capobianco, through his control of the general partners, may exercise voting and dispositive power over the Class B Shares held by the Reporting Person.

Sentiment

Score: 7

Explanation: The transaction appears to be a routine internal restructuring with fair pricing, but the complexity of the ownership structure and related party involvement warrants some caution.

Positives

• The transaction was approved by a majority of the Issuer's shareholders and board of directors, indicating strong corporate governance.
• The pricing of the OpCo Unit transfer was aligned with the recent private placement, suggesting fair value.

Negatives

• The transaction involved the forfeiture of Class B shares, which do not represent economic interests in the Issuer, potentially impacting the reporting persons' holdings.

Risks

• The complex structure of ownership and control through multiple entities could pose governance risks.
• The transaction involves related parties, which may raise concerns about potential conflicts of interest.

Management Comments

• Jason Long, Chief Executive Officer of LandBridge Holdings LLC, signed the filing.
• David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP II LP and Five Point Energy GP III LP, also signed the filing.

Industry Context

This transaction is typical of private equity-backed companies where internal restructurings and share transfers are common, especially around private placements.

Comparison to Industry Standards

• The transaction is similar to other private equity backed companies where units in an operating company are exchanged for shares in a holding company.
• The pricing of the transaction at $60.03 per unit is consistent with the private placement price, which is a common practice to ensure fair value.

Related Party Transactions

• The transaction involves LandBridge Holdings LLC, Five Point Energy entities, and David N. Capobianco, all of which are related parties.

Stakeholder Impact

• The transaction may impact shareholders through changes in ownership structure.
• The transaction does not appear to have a direct impact on employees, customers, suppliers, or creditors.

Key Dates

Keywords

LandBridge Holdings, OpCo Units, Class B Shares, Class A Shares, Share Transaction, Private Placement, Related Party, Five Point Energy, David N. Capobianco, Corporate Governance