Amendment: LandBridge Company LLC filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 30, 2024 (
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Introductory Note.
On December 26, 2024, LandBridge Company LLC (NYSE: LB) (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission. The Original Report disclosed the consummation of the Company’s previously announced acquisition of approximately 46,000 surface acres (“Wolf Bone Ranch”) located in Reeves and Pecos Counties, Texas (the “Acquisition”), pursuant to that certain Purchase and Sale Agreement between DBR Land LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of the Company, and Wolf Bone Ranch Partners LLC, a Texas limited liability company. The Acquisition was consummated on December 19, 2024.
This Current Report on Form 8-K/A amends the Original Report to include the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b). Except as provided herein, the disclosures made in the Original Report remain unchanged.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
The following historical financial statements of Wolf Bone Ranch are attached as Exhibit 99.1 hereto and incorporated herein by reference.
| • | The audited financial statements of Wolf Bone Ranch as of September 30, 2024, and for the nine months ended September 30, 2024, and the related notes to such financial statements. |
| (b) | Pro Forma Financial Information. |
The following unaudited pro forma condensed consolidated financial statements of the Company are attached as Exhibit 99.2 hereto and incorporated herein by reference.
| • | The unaudited pro forma condensed consolidated financial statements of the Company as of September 30, 2024, and for the nine months ended September 30, 2024 and for the year ended December 31, 2023, and the related notes to such financial statements. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 23.1 | Consent of KPMG LLP. | |
| 99.1 | Audited financial statements of Wolf Bone Ranch as of September 30, 2024, and for the nine months ended September 30, 2024. | |
| 99.2 | Unaudited pro forma condensed consolidated financial statements of LandBridge Company LLC as of September 30, 2024, and for the nine months ended September 30, 2024 and for the year ended December 31, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 30, 2024
| LANDBRIDGE COMPANY LLC | ||
| By: | /s/ Scott L. McNeely | |
| Name: | Scott L. McNeely | |
| Title: | Chief Financial Officer | |
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