WaterBridge Infrastructure LLC Issues $150M 6.5% Senior Notes Due 2033

What Happened

• On August 18, 2026, WBI Operating LLC (a subsidiary of WaterBridge Infrastructure LLC) completed a private placement of $150,000,000 aggregate principal amount of 6.500% Senior Notes due 2033. The offering was upsized from $100,000,000. These new notes are additional notes under the indenture for the existing 6.500% senior notes due 2033 and are treated as the same series as the previously issued $600,000,000 of those notes (making the series $750,000,000 in aggregate principal). The company expects to use net proceeds to repay part of its outstanding borrowings under its revolving credit facility.

Key Details

• Issuer: WBI Operating LLC (subsidiary of WaterBridge Infrastructure LLC); Filing date: August 18, 2026.
• Amount: $150,000,000 new 6.500% Senior Notes due 2033; series aggregate with $600,000,000 existing notes (total $750,000,000).
• Use of proceeds: repay a portion of outstanding borrowings under the company’s revolving credit facility.
• Guarantees and ranking: jointly and severally guaranteed on a senior unsecured basis by all existing subsidiaries that are guarantors; pari passu with other senior debt, senior to subordinated debt, but subordinated to secured debt to the extent of collateral and structurally subordinated to liabilities of non‑guarantor subsidiaries.
• Transfer restrictions: issued in a private placement under Section 4(a)(2); resold in the U.S. only to qualified institutional buyers under Rule 144A and offshore only to non‑U.S. persons under Regulation S.
• Redemption and change‑of‑control terms: issuer may redeem up to 40% of the series before Oct 15, 2028 (at 106.5% of principal) with cash from equity proceeds, has additional call/redemption windows (including on/after Oct 15, 2028 at prices set in the indenture), and must offer to purchase notes at 101% upon a defined change of control accompanied by specified rating downgrades.

Why It Matters

• This transaction increases the company’s long‑term fixed‑rate debt by $150M and extends funding out to 2033 as part of the existing note series. For investors, key takeaways are the use of proceeds to reduce revolver borrowings (which can lower near‑term liquidity pressure), the senior unsecured status and guarantees (providing creditor protections relative to subordinated debt), and the private placement limitations (which restrict public trading). Redemption and change‑of‑control provisions could affect future returns or liquidity for noteholders under certain corporate or market events.

Exhibit note: the company also attached a press release dated August 13, 2026 (filed as Exhibit 99.1).