WaterBridge Infrastructure LLC-A美股招股说明书(2025-09-18版)

This is the initial public offering of Class A shares representing limited liability company interests (“ClassA shares”) in WaterBridge Infrastructure LLC, a Delaware limited liability company (“WaterBridge”). Wehave elected to be classified as a corporation for U.S. federal income tax purposes.The initial public offering price for our Class A shares is $20.00 per Class A share. We have been authorized to list our Class A shares on each of the New York Stock Exchange (the “NYSE”) and NYSETexas, Inc. (“NYSE Texas”) under the symbol “WBI.” Following this offering, we will have two classes of authorized equity securities outstanding: Class Ashares and Class B shares representing limited liability company interests (“Class B shares” and,together with Class A shares, “common shares”). Our Class B shares have no economic rights butentitle holders to one vote per Class B share on all matters to be voted on by shareholders generally.Holders of Class A shares and Class B shares will vote together as a single class on all matterspresented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our Operating Agreement (as defined herein). Our outstanding Class A shares and Class B shareswill represent approximately 32.4% and 67.6%, respectively, of the total voting power of our outstandingcommon shares immediately following this offering, assuming no exercise of the underwriters’ option topurchase additional Class A shares, with our affiliates owning approximately 52.3% of such total votingpower, without giving effect to any purchases that any of our affiliates may make through the directedshare program. We are an “emerging growth company” under applicable federal securities laws and, as such, we haveelected to take advantage of certain reduced public company reporting requirements for this prospectusand future filings. Please see the sections titled “Risk Factors” and “Summary—Emerging GrowthCompany.” Immediately following this offering, we expect to be a “controlled company” within themeaning of the NYSE and NYSE Texas rules and, as a result, will qualify for and intend to rely onexemptions from certain corporate governance requirements. See “Management—Status as aControlled Company” for additional information. Investing in our Class A shares involves risks. See “Risk Factors”beginning on page42of thisprospectus to read about factors you should consider before investing in our Class A shares. These risksinclude the following: •Our revenues are substantially dependent on ongoing oil and natural gas exploration,development and production activity in our areas of operation.•The willingness of E&P companies to engage in drilling, completion and production activities inour areas of operation is substantially influenced by the market prices of oil and natural gas,which are highly volatile.•Our success largely depends on the produced water volumes we handle, which are dependenton certain factors beyond our control. Any decrease in the volumes of produced water that wehandle, whether because of natural declines, producer inactivity or otherwise, could have amaterial adverse effect on our business and operating results.•Approximately 80% of our pro forma revenue is derived from our operations in the DelawareBasin, making us vulnerable to risks associated with geographic concentration generally andthe Delaware Basin specifically, including basin-specific supply and demand factors, regulatorychanges and severe weather impacts that could have a material adverse effect on ourbusiness.•Five Point (as defined herein) has the ability to direct the voting of a majority of our commonshares and control certain decisions with respect to our management and business, includingcertain consent rights and the right to designate more than a majority of the members of ourboard as long as it and its affiliates beneficially own at least 40% of our outstanding commonshares, as well as lesser director designation rights as long as it and its affiliates beneficiallyown less than 40% but at least 10% of our outstanding common shares. Five Point’s interestsmay conflict with those of our other shareholders.•The Five Point Members and other Existing Owners (each as defined herein), as well as theiraffiliates, are not limited in their ability to compete with us, and may benefit from opportunitiesthat might otherwise be available to us.•Certain provisions in our Operating Agreement (as defined herein) regarding fiduciary duties ofour directors, exculpation and indemnification of our officers and directors and the approval ofconflicted transactions differ from the Delaware General Corporation Law (the “DGCL”) in amanner that may be less protective of the interests of our public shareholders and restrict theremedies available to shareholders for actions taken by our officers and directors that mightotherwise constitute breaches of fiduciary duties if we were subject to the DGCL. Neither the U.S. Securiti