# PBT Land & Minerals, Inc. — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_398a11b90ae2016f0c2f · retrieved 2026-08-11T15:51:35.773Z

## Overview
Permian Basin Royalty Trust is an oil and gas royalty trust holding net profits interests and net royalty acres in the Permian Basin, particularly the Waddell Ranch asset operated by Blackbeard Operating.

Permian Basin Royalty Trust (PBT) is combining with US Land Guild (USLG) in a business combination valued at $2.2 billion. SoftVest, L.P., which beneficially owns approximately 13.3% of PBT's outstanding units, is transferring full ownership of New PBT to PBT, making New PBT a subsidiary. Concurrently, New PBT will conduct a fully-backstopped rights offering and private placement with aggregate gross proceeds of $120 million to be used for transaction fees and expenses, and repayment of USLG debt. The transaction is expected to close in the second half of 2026, subject to approval by a majority interest of PBT unitholders and customary closing conditions. Pro forma for the transaction, New PBT leverage is estimated at approximately 0.4x pro forma Q1 2026 annualized adjusted EBITDA.

## Terms
- Counterparty: US Land Guild, LLC and Blackbeard Holdings · Deal value: $2.20B · Consideration: mixed · Stake: 59.3%

## Key dates
- Announced 2026-07-29 · Expected close 2026-12-31

## Timeline
- 2026-07-29 · 425 (0001213900-26-082512): 425 - PBT Land & Minerals, Inc. — *Permian Basin Royalty Trust is an oil royalty trader that holds net profits interests and mineral rights in the Permian Basin, including the Waddell Ranch asset.* SoftVest, L.P., a significant unitholder of Permian Basin Royalty Trust (NYSE: PBT), and Blackbeard Holdings, LLC announced execution of a definitive Combination Agreement to merge PBT with US Land Guild (USLG), oil and natural gas mineral interests and land operations owned by Blackbeard and its affiliates, in a transaction valued at approximately $2.2 billion. The combined entity, New PBT, will be structured as an "Up-C" with assets held indirectly through an operating subsidiary. PBT unitholders will receive New PBT Class A Shares on a 1:1 basis and are expected to own approximately 59% of the combined company, while Blackbeard and its affiliates will own approximately 41%. The transaction is expected to close in the second half of calendar year 2026, subject to approval by PBT unitholders and satisfaction of customary closing conditions.
  https://www.sec.gov/Archives/edgar/data/2142855/0001213900-26-082512.txt
- 2026-07-29 · 425 (0001213900-26-082517): 425 - PBT Land & Minerals, Inc. — *Permian Basin Royalty Trust is an oil and gas royalty trust holding net profits interests and net royalty acres in the Permian Basin, particularly the Waddell Ranch asset operated by Blackbeard Operating.* Permian Basin Royalty Trust (PBT) is combining with US Land Guild (USLG) in a business combination valued at $2.2 billion. SoftVest, L.P., which beneficially owns approximately 13.3% of PBT's outstanding units, is transferring full ownership of New PBT to PBT, making New PBT a subsidiary. Concurrently, New PBT will conduct a fully-backstopped rights offering and private placement with aggregate gross proceeds of $120 million to be used for transaction fees and expenses, and repayment of USLG debt. The transaction is expected to close in the second half of 2026, subject to approval by a majority interest of PBT unitholders and customary closing conditions. Pro forma for the transaction, New PBT leverage is estimated at approximately 0.4x pro forma Q1 2026 annualized adjusted EBITDA.
  https://www.sec.gov/Archives/edgar/data/2142855/0001213900-26-082517.txt

## Citations
- 0001213900-26-082512 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026082512
- 0001213900-26-082517 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026082517