The offering closed on September 18, 2025, the same date the shares began trading on the New York Stock Exchange and NYSE Texas under the symbol WBI. The company received net proceeds of approximately $587.6 million at the initial closing. The underwriters were granted a 30-day option to purchase up to 4,755,000 additional Class A shares at the public offering price; this option was exercised in full on September 18, 2025, with the additional shares expected to generate approximately $89.4 million of further net proceeds, after deducting underwriting discounts and offering expenses. A press release confirming the closing of the option shares was issued on September 22, 2025.
Use of proceeds was specific and disclosed in the pricing and closing Form 8-K: the company used approximately $228.2 million of net proceeds from the offering to purchase a portion of the OpCo Units held by Elda River Infrastructure WB LLC, and contributed the remaining net proceeds to its operating subsidiary, WBI Operating LLC (OpCo), in exchange for OpCo Units. OpCo in turn used, or intended to use, the remaining net proceeds to repay outstanding indebtedness of WaterBridge Operating LLC, WaterBridge NDB Operating LLC and Desert Environmental LLC, and for general company purposes, including funding working capital and future growth projects. The filing also discloses that affiliates of underwriters Barclays Capital Inc., Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC and TCBI Securities, Inc. are lenders under the company's existing revolving credit facilities and may receive a portion of the offering proceeds used to repay those borrowings.
The IPO was structured around a corporate reorganization (the WaterBridge Combination) completed immediately before the offering closed. As part of that reorganization, WBR Holdings, NDB Holdings, Desert Holdings, Devon WB Holdco and Elda River contributed approximately $80,200 in cash in exchange for an aggregate of 80,190,150 Class B shares (non-economic, one vote per share), issued on a one-for-one basis against each OpCo Unit retained by those holders. Following the offering, Class A shares represented approximately 32.4% and Class B shares approximately 67.6% of total voting power, assuming no exercise of the underwriters' option, with the company's pre-IPO affiliates holding approximately 52.3% of total voting power. The company is a controlled company under NYSE rules, with Five Point-affiliated holders able to designate a majority of the board for as long as they hold at least 40% of outstanding common shares.
In connection with the offering, directors, executive officers, the Five Point Members, Devon Holdco, Elda River, GIC and certain of their affiliates signed lock-up agreements restricting sales of Class A shares, and securities convertible into or exchangeable for them, until March 15, 2026, subject to customary exceptions. The company also entered into a registration rights agreement with the Five Point Members, Devon Holdco, Elda River and GIC covering resale of Class A shares issuable upon exchange of OpCo Units, and a tax receivable agreement, disclosed via a Form 8-K/A filed September 24, 2025, with OpCo and the TRA holders. As this was a first-time listing, there is no prior closing price against which to measure an offering discount or premium; the $20.00 IPO price was negotiated between the company and underwriter representatives rather than set relative to existing trading.
Legal counsel is disclosed in the prospectus: Latham & Watkins LLP, Houston, Texas, passed on the validity of the Class A shares for the company, while Gibson, Dunn & Crutcher LLP, Houston, Texas, advised the underwriters. Deloitte & Touche LLP audited the financial statements of WaterBridge Equity Finance LLC, WaterBridge NDB Operating LLC and the WaterBridge Infrastructure LLC balance sheet, and Weaver and Tidwell, LLP audited Desert Environmental LLC's financial statements.