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Vinson & Elkins Advises Blackbeard Holdings in $2.2 Billion Combination

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Vinson & Elkins advised Blackbeard Holdings, LLC (“Blackbeard”), a portfolio company of NGP Energy Capital Management, in its entry into a definitive agreement with subsidiaries of SoftVest, L.P. (“SoftVest”), a significant unitholder of the Permian Basin Royalty Trust (NYSE: PBT) (“PBT”), to combine PBT and certain oil and natural gas mineral interests owned by Blackbeard and its affiliates to create PBT Land and Minerals, Inc. (“New PBT”). The proposed combination is valued at approximately $2.2 billion. Concurrently with the combination, New PBT expects to conduct a $120 million rights offering and private placement. The rights offering is fully backstopped by SoftVest and Horizon Kinetics. Blackbeard and its affiliates have agreed to purchase Class A shares of New PBT through a private placement. The agreement was signed on July 28, 2026, and is expected to close in the second half of calendar year 2026, subject to the approval of PBT unitholders and the satisfaction of customary closing conditions.

The Vinson & Elkins team was led by Partners Thomas Zentner, Bryan Loocke, Sang Lee, and Doug McWilliams, with assistance from Senior Associate Chase Browndorf and Associates Griff Kimball, Devon Espinoza-Fontenot, Will Sladic, and Graham Buck. Also advising were Partner Robert Kimball, Senior Associates Nick Wetzeler and Chloe Schmergel, and Associates Connor Rabalais, Shelby Shearer, and Jake Whelen; Partners David Peck, Lina Dimachkieh, and Todd Way, Counsel Allyson Seger and Associates Katie Dillard, Patrick Darby, and Nina Sharma; Partners Mark Holmes and Caitlin Lawrence, Senior Associate Regan Vicknair and Associates Annabel Wei, Taylor Smith, and Nick Lott; Partners Hill Wellford and Evan Miller, Associates Adam Thomas and Rami Rashmawi; Partner Joo Hyun Lee, Counsel Regina Ibarra and Missy Spohn and Associates Kenneth Strain and Madeline O’Neill; Partner Matthew Dobbins and Senior Associate Kelly Rondinelli; Partner Sean Becker and Senior Associate Peter Goetschel; Partner Suzanne Clevenger and Counsel Andrew Beach; Partner Fry Wernick, Counsel Brian Howard, Senior Associate Stefanie Jackson, and Associate Katherine Galvin; Partner Joyce Adetutu; Counsel Ken Adler.

About Vinson & Elkins
For more than a century, Vinson & Elkins has provided outstanding client service across important industries that drive the global economy. Built on a strong culture of collaboration across 14 offices worldwide, V&E lawyers are committed to excellence, offering clients decades of legal experience in handling transactions, investments, projects and disputes across the globe. Learn more by visiting www.velaw.com or connect with us on LinkedIn.

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