# SoftVest Advisors, LLC — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_d8210dac74ddd6541b1a · retrieved 2026-08-12T21:28:02.553Z

## 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 (USLG) and Blackbeard Holdings · Deal value: $2.20B · Consideration: mixed · Stake: 59.3%

## Key dates
- Announced 2026-07-30 · Expected close 2026-12-31

## Timeline
- 2026-07-30 · SCHEDULE 13D/A (0001213900-26-083008): SCHEDULE 13D/A - PERMIAN BASIN ROYALTY TRUST — *Permian Basin Royalty Trust is an oil royalty trader that holds units of beneficial interest and engages in oil and gas mineral interests and surface estate ownership in the Permian Basin.* On July 28, 2026, Permian Basin Royalty Trust ("PBT") entered into a Combination Agreement with PBT Land and Minerals, Inc. ("New PBT"), a wholly-owned subsidiary of SoftVest, and Blackbeard Holdings, LLC and its subsidiary Blackbeard Security Holdings, LLC, and Greybeard Energy, LLC. Pursuant to the agreement, New PBT will acquire a majority of PBT's assets and liabilities, plus approximately 68,000 acres of surface estate and a 15% effective royalty interest from Blackbeard Holdings. Following the Business Combination, PBT unitholders will own approximately 59.3% of New PBT's Class A and Class B common stock, while Blackbeard Security and Greybeard Energy together will own approximately 40.7% of the outstanding New PBT Common Stock. New PBT will be the managing member of PBT Land and Minerals OpCo, LLC.
  https://www.sec.gov/Archives/edgar/data/319654/0001213900-26-083008.txt
- 2026-07-30 · 425 (0001213900-26-083015): 425 - SoftVest Advisors, LLC — *Permian Basin Royalty Trust is an oil royalty trader with net profits interests and cost-bearing interests in the Waddell Ranch assets in the Permian Basin.* 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 combine PBT and certain oil and natural gas mineral interests and land operations owned by Blackbeard and its affiliates (US Land Guild). The proposed combination is valued at approximately $2.2 billion. Upon closing, PBT's existing unitholders are expected to own approximately 59% of the combined company (New PBT), and Blackbeard and its affiliate equity holders are expected to own approximately 41%. The transaction is expected to close in the second half of calendar year 2026, subject to approval of PBT unitholders, certain regulatory approvals, and satisfaction of other customary closing conditions. Concurrently with the combination, New PBT expects to conduct a $120 million rights offering and private placement, fully backstopped by SoftVest and Horizon Kinetics.
  https://www.sec.gov/Archives/edgar/data/1803391/0001213900-26-083015.txt
- 2026-07-30 · 425 (0001213900-26-083017): 425 - SoftVest Advisors, LLC — *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/1803391/0001213900-26-083017.txt

## Citations
- 0001213900-26-083008 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026083008
- 0001213900-26-083015 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026083015
- 0001213900-26-083017 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026083017