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.
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,
FirstName LastNameJason Long
Division of
Corporation Finance
Comapany NameLandBridge Company LLC
Office of Real
Estate & Construction
June 20, 2024 Page 2
cc: David Oelman, Esq.
FirstName LastName