PBT Land & Minerals, Inc.

Amendment No. 3 to Form S-4 registers the proposed business combination whereby newly formed PBT Land & Minerals, Inc. ("New PBT") will acquire a majority of Permian Basin Royalty Trust's assets and Blackbeard Holdings will contribute ~68,000 surface acres and a 15% effective royalty interest. Unitholders receive one Class A Share per Trust Unit; the Trust terminates. A concurrent Rights Offering at $28.08/share is backstopped by SoftVest, L.P. and Horizon Kinetics for up to $71.2 million. Post-close, former Unitholders own ~59.3% and Blackbeard entities own ~40.7% of New PBT, which expects to

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A 43-year-old publicly traded royalty trust seeks to terminate and roll into a newly public Up-C corporation alongside a large private Permian operator, fundamentally altering the investment's risk,成本

This transaction converts a publicly traded royalty trust into an Up-C structured C-corporation with direct ownership of surface and mineral assets, a structure increasingly used in energy to combine operating businesses with tax-efficient public ownership.

The Trust and Trustee are not parties to the Combination Agreement and make no recommendation; Unitholders must evaluate the deal independently. The Rights Offering, Backstop Commitment, and Business Combination are all cross-conditioned on each other closing, creating execution risk.