WaterBridge announces $100M add-on note offering, $189M landfill acquisition, and $750M credit upsize

WBI Operating LLC (the “Issuer”), a subsidiary of WaterBridge, intends, subject to market conditions, to offer $100 million in aggregate principal amount of 6.500% senior notes due 2033 (the “New Notes”) in a private placement to eligible purchasers (the “Offering”).

WaterBridge intends to use the net proceeds from the Offering to repay a portion of outstanding borrowings under its revolving credit facility.

On August 4, 2026, we entered into a purchase agreement to acquire an environmental waste management facility located in Lea County, New Mexico for total consideration of approximately $189 million (the “Northern Delaware Basin Landfill acquisition”). We subsequently agreed to sell approximately 560 acres of fee surface underlying the facility to LandBridge for total consideration of $20 million, resulting in net consideration of approximately $169 million for the acquisition.

On August 4, 2026, the Issuer entered into an amendment (the “RCF Amendment”) to the 2025 Revolving Credit Facility to increase its aggregate revolving commitments from $500.0 million to $750.0 million through the exercise in full of the incremental commitment capacity available under the 2025 Revolving Credit Facility. Concurrently, the RCF Amendment re-established an incremental commitment capacity of up to an additional $250.0 million, which may be exercised by the Issuer from time to time, subject to the receipt of additional commitments and the satisfaction of the other conditions set forth in the 2025 Revolving Credit Facility.

The RCF Amendment also reduced the applicable margins and letter of credit fees by 0.25%. As amended, borrowings under the 2025 Revolving Credit Facility bear interest, at the Issuer’s option, at either (i) Term SOFR plus an applicable margin ranging from 1.75% to 2.75% per annum or (ii) a base rate plus an applicable margin ranging from 0.75% to 1.75% per annum, in each case determined based on the Company’s leverage ratio.

We commenced construction of the Speedway Pipeline in the fourth quarter of 2025 and commenced initial operations in July 2026. We expect that the Speedway Pipeline and related handling facilities will be fully completed and in service during the third quarter of 2026. Upon completion, the initial phase of the Speedway Pipeline is expected to provide 500,000 bpd of produced water throughput capacity to out-of-basin pore space located in the Central Basin Platform owned by LandBridge.

On June 11, 2026, WaterBridge announced that its board of directors formed a special committee of independent directors to evaluate a potential conversion from a Delaware limited liability company to a Texas corporation, primarily driven by index eligibility considerations. As of the date of this offering memorandum, the conversion remains under review by the special committee, although the special committee is expected to defer making a recommendation with respect to the conversion to the board of directors until such time as the public company seasoning eligibility requirements of the primary stock indexes have been satisfied. There can be no assurance that the special committee will recommend a conversion or that any such conversion, if recommended, will be completed. In addition, there can be no assurance that WaterBridge, if converted to a corporate entity, will be included in any particular index or that any such index inclusion will generate the expected benefits. The conversion, if completed, is not expected to have an impact on the Issuer’s obligations under the notes.

On August 13, 2026, in connection with the Offering, the Company provided certain updated disclosures to potential investors, the relevant excerpts of which are attached as Exhibit 99.2.