Permian Basin Royalty Trust’s trustee said SoftVest and other holders representing more than 15% of units have requested a special meeting to consider the proposed merger and related rights offering.
Blackbeard Holdings and SoftVest have proposed combining Permian Basin Royalty Trust with certain oil and natural gas mineral interests and land operations owned by Blackbeard and its affiliates to form PBT Land and Minerals, Inc., or New PBT, in a transaction previously described as worth about $2.24 billion. Argent Trust Company, as trustee of PBT, said SoftVest and certain affiliates have entered into a definitive Combination Agreement with Blackbeard and certain affiliates and that holders representing more than 15% of Trust units have requested a special meeting of unitholders to consider the deal, as permitted under the Trust indenture. The proposed combined company is designed as a larger Permian Basin land and minerals platform with 111,000 net royalty acres and 68,000 surface acres in the Central Basin Platform region, alongside a cost-free effective royalty interest tied to Waddell Ranch. Under the transaction, Blackbeard affiliates would contribute US Land Guild and other leased minerals totaling 80,000 net royalty acres and 68,000 surface acres. PBT’s existing Net Profits Interest in Waddell Ranch assets operated by Blackbeard Operating would be converted into a new cost-free effective royalty interest of about 15%, representing 31,000 net royalty acres, and contributed to New PBT, while PBT’s cost-bearing interest would be transferred to Blackbeard Operating in exchange for certain Blackbeard royalty interests. Existing PBT unitholders are expected to own about 59% of the combined company, with Blackbeard and affiliated equity holders owning about 41%. Argent said neither the Trust nor the trustee is a party to the Combination Agreement, is soliciting proxies, or is participating in any securities offering tied to the proposal, and the trustee is not making any recommendation on how unitholders should vote. New PBT has advised the trustee that it intends to file a Form S-4 registration statement, including a prospectus and proxy statement for the special meeting, and a Form S-1 for a rights offering to Trust unitholders. The broader transaction package previously outlined by the parties includes an Up-C structure, a $120 million rights offering and private placement, a JPMorgan-led $500 million senior secured revolving credit facility with a $100 million accordion, and an expected second-half 2026 closing, subject to unitholder approval, regulatory clearances and other customary conditions.