What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-02-25 compared with 2024-02-20 · 78 added, 84 removed, 525 unchanged (24% of the section changed)

34 unchanged sentences

• technological advances affecting energy consumption;

• domestic and foreign governmental regulations and taxes;

• domestic and foreign governmental regulations and taxes, including tariffs and other controls on imports or exports of goods, including energy products;

• the continued threat of terrorism and the impact of military and other action, including U.S.

military operations in the Middle East;

• global geopolitical conflict, including the ongoing war in Ukraine, the conflict in the Middle East and the relationships between the United States and other countries, such as China and Russia;

• global geopolitical conflict, including the ongoing war in Ukraine, conflict in the Middle East and the relationships between the United States and other countries, such as China and Russia;

• the proximity, cost, availability, and capacity of oil and natural gas pipelines and other transportation facilities;

5 unchanged sentences

During the Five Years Prior to

December 31, 2024

As of December 31,

6 unchanged sentences

2 High prices for WTI and Henry Hub were in 2022 and 2021, respectively.

3 Low prices for WTI and Henry Hub were in 2020.

3 Low prices for WTI and Henry Hub were in 2020 and 2024, respectively.

Excludes the period in April 2020 when WTI briefly traded in negative territory.

13 unchanged sentences

On December 31, 2024, the last trading day of 2024, the WTI spot market price of oil was $72.44.

The changes in the price of oil have been caused by many factors, including periods of

increasing U.S.

The changes in the price of oil have been caused by many factors, including periods of increasing U.S.

oil production from unconventional (shale) reserves, periods of investment restraint from U.S.

12 unchanged sentences

In addition, sustained low prices for natural gas may negatively impact the value of our estimated proved reserves and the amount that we are allowed to borrow under our Credit Facility and reduce the amounts of cash we would otherwise have available to pay expenses, make distributions to our unitholders, and service our indebtedness.

New trade policies, such as tariffs, could adversely affect our operations, costs, and business

There is currently significant uncertainty regarding the future relationship between the United States and various other countries arising from changes that may be implemented by the new presidential administration, including with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations.

Any actions taken by the United States’ federal government that restrict or otherwise impact the economics of trade—including tariffs, trade barriers, or other similar measures—could have the potential to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly.

These developments, or the perception that more of them could occur, may materially adversely affect the global economy and stability of global financial markets, potentially reducing trade and depressing economic activity.

Such changes in international trade policies may result in direct impact to our business or that of our operators through increased costs, changes in business prospects or operating results, which could adversely affect our financial condition.

The extent of such impacts cannot be predicted at this time.

Unless we replace the oil and natural gas produced from our properties, our cash generated from operations and our ability to make distributions to our common unitholders could be adversely affected.

22 unchanged sentences

The marketability of our or our operators’ production depends in part on the availability, proximity, and capacity of pipelines, tanker trucks, and other transportation methods, and processing and refining facilities owned by third parties.

The amount of oil that can be produced and sold is subject to curtailment in certain circumstances, such as pipeline interruptions due to scheduled and unscheduled maintenance, excessive pressure, physical damage, or lack of available capacity on these systems, tanker truck availability, and extreme weather conditions.

The amount of oil and natural gas that can be produced and sold is subject to curtailment in certain circumstances, such as pipeline interruptions due to scheduled and unscheduled maintenance, excessive pressure, physical damage, or lack of available capacity on these systems, tanker truck availability, and extreme weather conditions.

Also, the shipment of our or our operators’ oil and natural gas on third-party pipelines may be curtailed or delayed if it does not meet the quality specifications of the pipeline owners.

1 unchanged sentence

In many cases, we or our operators are provided only with limited, if any, notice as to when these circumstances will arise and their duration.

Any significant curtailment in gathering system or transportation, processing, or refining-facility capacity could reduce our or our operators’ ability to market oil production and have a material adverse effect on our financial condition, results of operations, and cash distributions to unitholders.

Our or our operators’ access to transportation options and the prices we or our operators receive can also be affected by federal and state regulation—including regulation of oil production, transportation, and pipeline safety—as well by general economic conditions and changes in supply and demand.

Any significant curtailment in gathering system or transportation, processing, or refining-facility capacity could reduce our or our operators’ ability to market oil and natural gas production and have a material adverse effect on our financial condition, results of operations, and cash distributions to unitholders.

Our or our operators’ access to transportation options and the prices we or our operators receive can also be affected by federal and state regulation—including regulation of production, transportation, and pipeline safety—as well by general economic conditions and changes in supply and demand.

In addition, the third parties on whom we or our operators rely for transportation services are subject to complex federal, state, tribal, and local laws that could adversely affect the cost, manner, or feasibility of conducting our business.

In January 2024, the Biden administration announced that approvals for pending and future applications for certain new LNG facilities were being paused pending a review by the DOE that aims to assess whether climate effects should be more heavily considered in the authorization process for such LNG export projects.

It is too early to know the outcome of this review and any impact the results of such review may have on LNG export growth but slowing LNG export growth could adversely affect the demand for our products.

In January 2024, the Biden administration announced that approvals for pending and future applications for certain new LNG facilities were being paused pending a review by the Department of Energy ("DOE") that aims to assess whether climate effects should be more heavily considered in the authorization process for such LNG export projects.

In July 2024, a federal judge halted the pause, although this decision was later appealed up to the Fifth Circuit in November 2024.

The DOE’s LNG study was completed in December 2024.

However, on his first day in office, President Trump signed an Executive Order which

resumes the processing of permit applications for new LNG export projects.

At this time, it is unclear what actions the Trump Administration may take, if any at all, with respect to the DOE study.

Our estimated reserves are based on many assumptions that may turn out to be inaccurate.

7 unchanged sentences

Numerous changes over time to the assumptions on which our reserve estimates are based, as described above, often result in the actual quantities of oil and natural gas that are ultimately recovered being different from our reserve estimates.

The estimates of reserves as of December 31, 2023, 2022, and 2021 were prepared using an average price equal to the unweighted arithmetic average of hydrocarbon prices received on a field-by-field basis on the first day of each month within the years ended December 31, 2023, 2022, and 2021, respectively, in accordance with the SEC guidelines applicable to reserve

estimates for those periods.

The estimates of reserves as of December 31, 2024, 2023, and 2022 were prepared using an average price equal to the unweighted arithmetic average of hydrocarbon prices received on a field-by-field basis on the first day of each month within the years ended December 31, 2024, 2023, and 2022, respectively, in accordance with the SEC guidelines applicable to reserve estimates for those periods.

Reserve estimates do not include any value for probable or possible reserves that may exist, nor do they include any value for unproved undeveloped acreage.

16 unchanged sentences

In the absence of a specific contractual obligation, any development and production activities will be subject to their reasonable discretion.

Our operators could determine to drill and complete fewer wells on our acreage than is currently expected.

Our operators could determine to drill and complete fewer wells on our acreage than is currently

The success and timing of drilling and development activities on our properties, and whether the operators elect to drill any additional wells on our acreage, depends on a number of factors largely outside of our control, including:

19 unchanged sentences

• delay or cancellation of construction or operation of LNG export facilities in the Gulf of Mexico.

In December 2023, we received notice that Aethon Energy (“Aethon”) was exercising the “time-out” provisions under its joint exploration agreements with us in Angelina and San Augustine counties in East Texas.

When natural gas prices fall below specified thresholds, Aethon may elect to temporarily suspend its drilling obligations for up to nine consecutive months and a maximum of 18 total months in any 48-month period.

Aethon has not previously invoked the time-out provisions under the agreements.

For more information, please read Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments.”

In December 2023, we received notice that Aethon was exercising the “time-out” provisions under its joint exploration agreements with us in Angelina and San Augustine counties in East Texas.

In September 2024, we entered into letter agreements with Aethon to amend the joint exploration agreements to, among other things, withdraw the invocation of the time-out provisions.

See "Note 4 - Oil and Natural Gas Properties" to the consolidated financial statements included elsewhere in this Annual Report for additional information.

If any of these risks are realized, production may decrease, reducing cash generated from operations and cash available for distribution.

9 unchanged sentences

Decreases in the available borrowing amount could result from declines in oil and natural gas prices, operating difficulties or increased costs, decreases in reserves, lending requirements, or regulations or certain other circumstances.

As of December 31, 2023, we had no outstanding borrowings and the aggregate maximum credit amounts of the lenders were $1.0 billion.

Our borrowing base determined by the lenders under our Credit Facility in October 2023 was $580.0 million and we elected to maintain cash commitments at $375.0 million.

As of December 31, 2024, we had $25.0 million outstanding borrowings a nd the aggregate maximum credit amounts of the lenders wer e $1.0 billion.

The lenders under our Credit Facility reaffirmed our borrowing bas e in November 2024 a t $580.0 million and we elected to maintain cash commitments at $375.0 million.

The next semi -annual redetermination is scheduled for April 2025.

35 unchanged sentences

In the past, we have made substantial capital expenditures in connection with the acquisition of mineral and royalty interests and, to a lesser extent, participation in our non-operated working interests.

To date, we have financed capital

expenditures primarily with funding from cash generated by operations, limited borrowings under our Credit Facility, executed farmout agreements, and the issuance of equity securities.

To date, we have financed capital expenditures primarily with funding from cash generated by operations, limited borrowings under our Credit Facility, executed farmout agreements, and the issuance of equity securities.

While we are currently focused on organic growth of our existing assets and have farmed out most of our non-operated working interests, we expect to make opportunistic acquisitions to complement our existing acreage positions and may need access to capital for those activities in the future.

20 unchanged sentences

It is also possible that the concerns about the production and use of fossil fuels will reduce the number of investors willing to own our common units, adversely affecting the market price of our common units.

Oil and natural gas operations are subject to various governmental laws and regulations, including those directed at the threat of climate change.

Oil and natural gas operations are subject to various governmental laws and regulations.

Compliance with these laws and regulations can be burdensome and expensive, and failure to comply could result in significant liabilities, which could reduce cash distributions to our unitholders.

Operations on the properties in which we hold interests are subject to various federal, state, and local governmental regulations that may be changed from time to time in response to economic and political conditions.

Matters subject to regulation include drilling operations, production and distribution activities, discharges or releases of pollutants or wastes,

plugging and abandonment of wells, maintenance and decommissioning of other facilities, the spacing of wells, unitization and pooling of properties, and taxation.

Matters subject to regulation include drilling operations, production and distribution activities, discharges or releases of pollutants or wastes, plugging and abandonment of wells, maintenance and decommissioning of other facilities, the spacing of wells, unitization and pooling of properties, and taxation.

From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and natural gas wells below actual production capacity to conserve supplies of oil and natural gas.

18 unchanged sentences

“Business and Properties — Environmental Matters” for a description of the laws and regulations that affect our operators and that may affect us.

These and other potential regulations could increase the operating costs of our operators and delay production, which could reduce the amount of cash distributions to our unitholders.

These and other potential regulations could increase the operating costs of our operators and delay production, which could adversely affect the amount of cash available for distribution to our unitholders.

Louisiana mineral servitudes are subject to reversion to the surface owner after ten years’ nonuse.

12 unchanged sentences

Please read Part I, Items 1 and 2.

"Business and properties — Environmental Matters — Hydraulic Fracturing" for a description of the laws and regulations that affect our

operators and that may affect us.

There has been increasing public controversy regarding hydraulic fracturing with regard to increased risks of induced seismicity, the use of fracturing fluids, impacts on drinking water supplies, use of water, and the potential for impacts to surface water, groundwater, and the environment generally.

"Business and properties — Environmental Matters — Hydraulic Fracturing" for a description of the laws and regulations that affect our operators and that may affect us.

There has been controversy regarding hydraulic fracturing with regard to increased risks of induced seismicity, the use of fracturing fluids, impacts on drinking water supplies, use of water, and the potential for impacts to surface water, groundwater, and the environment generally.

A number of lawsuits and enforcement actions have been initiated across the country implicating hydraulic-fracturing practices.

19 unchanged sentences

A loss not fully covered by insurance could have a material adverse effect on our financial position, results of operations, and cash distributions to unitholders.

Increasing attention to environmental, social and governance (ESG) matters may impact our business.

Increasing attention to, and social expectations on, companies to address climate change and other environmental and social impacts, investor and societal explanations regarding voluntary ESG disclosures, and increased consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, and negative impacts on our unit price and access to capital markets.

Increasing attention to climate change and environmental conservation, for example, may result in demand shifts for oil and natural gas products and additional governmental investigations and private litigation against us.

Increased attention to environmental, social and governance (ESG) matters may impact our business.

Increased attention to, and sometimes conflicting social expectations on, companies to address climate change and other environmental and social impacts, investor and societal expectations regarding voluntary ESG disclosures, and increased consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, and negative impacts on our unit price and access to capital markets.

Increased attention to climate change and environmental conservation, for example, may result in demand shifts for oil and natural gas products and additional governmental investigations and private litigation against us.

To the extent that societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to our causation or contribution to the asserted damage, or other mitigating factors.

Please read Part I, Items 1 and 2.

“Business and Properties — Environmental Matters” for an additional description of some of the many ESG-related developments that may affect us, our operators, and/or the oil and gas sector more generally.

Additionally, we may receive pressure from investors, lenders, or other groups to adopt more aggressive climate or other ESG-related goals, but we cannot guarantee that we will be able to implement such goals because of potential costs or technical or operational obstacles.

“Business and Properties — Environmental Matters” for additional information on related developments that may affect us, our operators, and/or the oil and gas sector more generally.

Any new laws or regulations imposing requirements on our business related to the disclosure of climate-related risks may result in reputational harms among certain stakeholders if they disagree with our approach to mitigating climate-related risks, increased compliance costs, and increased costs of and restrictions on access to capital to the extent we do not meet any climate-related expectations of requirements of financial institutions.

In March 2024, the U.S.

Securities and Exchange Commission (“SEC”) released a proposed rule that would establish a framework for the reporting of climate risks, targets, and metrics.

A final rule is expected to be released in 2024.

We cannot predict what any such final rule may require.

As proposed, the SEC climate rule would impose burdensome and potentially costly emissions and other data gathering and reporting requirements on our operations, including, but not limited to, those related to risks to our operators arising from the physical impacts of climate change (i.e., flooding, water stress, extreme temperatures).

To the extent the rule imposes additional reporting obligations, we could face increased costs.

Separately, the SEC has announced that it is scrutinizing existing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege an issuer’s climate disclosures are misleading, deceptive or deficient.

Such agency action could also increase the potential for private litigation.

Relatedly, California has enacted new laws requiring additional disclosure with respect to certain climate-related risks and GHG emissions reduction claims.

Non-compliance with these new laws may result in the imposition of substantial fines or penalties.

Other states are considering similar laws.

Any new laws or regulations imposing more stringent requirements on our business related to the disclosure of climate-related risks may result in reputation harms among certain stakeholders if they disagree with our approach to mitigating climate-related risks, increased compliance costs resulting from the development of any disclosures, and increased costs of and restrictions on access to capital to the extent we do not meet any climate-related expectations of requirements of financial institutions.

Relatedly, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.

Securities and Exchange Commission (“SEC”) finalized rules establishing a framework for the reporting of climate risks, targets, and metrics.

However, the implementation of the rule has been stayed pending the outcome of legal challenges.

Moreover, on February 11, 2025, SEC Acting Chairman Mark T.

Uyeda requested that the U.S.

Court of Appeals for the Eighth Circuit not schedule arguments in the case while the SEC reconsiders the finalized rules.

While the SEC, under the new presidential administration, may seek to repeal or otherwise modify the rules, we cannot predict whether such action will occur or its timings.

Relatedly, California has enacted laws requiring additional disclosure with respect to certain climate-related risks and GHG emissions reduction claims.

Other states are expected to follow.

Non-compliance with these laws may result in the imposition of substantial fines or penalties.

Relatedly, certain organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.

Such ratings are used by some investors to inform their investment and voting decisions.

Unfavorable ESG ratings may lead to increased negative investor sentiment toward us or our customers and to the diversion of investment or other industries which could have a negative impact on our unit price and/or our access to and costs of capital.

Additionally, institutional lenders may decide not to provide funding for fossil fuel energy companies or the corresponding infrastructure projects based on climate change related concerns, which could affect our access to capital for potential growth projects.

Moreover, to the extent ESG matters negatively impact our reputation, we may not be able to compete as effectively or recruit or retain employees, which may adversely affect our operations.

Finally, public statements with respect to ESG matters, such as emissions reduction goals, other environmental targets, or other commitments addressing certain social issues, are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential ESG benefits.

For example, in March 2021, the SEC established the Climate and ESG Task Force in the Division of Enforcement to identify and address potential ESG-related misconduct, including greenwashing.

Certain non-governmental organizations and other private actors have also filed lawsuits under various securities and consumer protection laws alleging that certain ESG-statements, goals, or standards were misleading, false, or otherwise deceptive.

Moreover, the Federal Trade Commission in August 2022 indicated its intent to issue revised “Green Guides” which will likely address greenwashing risks arising from ESG-related matters.

As a result, we may face increased litigation risks from private parties and governmental authorities related to our ESG efforts.

In addition, any alleged claims of greenwashing against us or others in our industry may lead to further negative sentiment and diversion of investments.

Additionally, we could face increasing costs as we attempt to comply with and navigate further regulatory focus and scrutiny.

While such ratings do not impact all investors’ investment or voting decisions, unfavorable ESG ratings may lead to negative investor sentiment toward us and to the diversion of investment which could have a negative impact on our unit price and/or our access to and costs of capital.

Additionally, institutional lenders may decide not to provide funding for fossil fuel energy companies based on climate change related concerns, which could affect our access to capital.

Additionally, certain public statements with respect to ESG matters, such as emissions reduction goals, other environmental targets, or other commitments addressing certain social issues, have been subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential ESG benefits.

Any alleged claims of greenwashing against us or others in our industry may lead to increased litigation risks and foster negative sentiment and diversion of investments.

Finally, certain employment practices and social initiatives are the subject of scrutiny by both those calling for the continued advancement of such policies, as well as those who believe they should be curbed, including government actors, and the complex regulatory and legal frameworks applicable to such initiatives continue to evolve.

We cannot be certain of the impact of such regulatory, legal and other developments on our business.

More recent political developments could mean that we face increasing criticism or litigation risks from certain “anti-ESG” parties, including various governmental agencies.

Consideration of ESG-related factors in our decision-making could be subject to increasing scrutiny and objection from such anti-ESG parties and increase litigation risks from private parties and governmental authorities.

We rely on a few key individuals whose absence or loss could adversely affect our business.

35 unchanged sentences

Our partnership agreement restricts the voting rights of unitholders owning 15% or more of our units, subject to certain exceptions.

Our partnership agreement restricts unitholders’ voting rights by providing that any units held by a person or group that owns 15% or more of any class of units then outstanding, other than the limited partners in BSMC prior to the IPO, their transferees, persons who acquired such units with the prior approval of the Board, holders of Series B cumulative convertible preferred units in connection with any vote, consent or approval of the Series B cumulative convertible preferred units as a separate class, and persons who own 15% or more of any class as a result of any redemption or purchase of any other person's units or similar action by us or any conversion of the Series B cumulative convertible preferred units at our option or in connection with a change of control may not vote on any matter.

Our partnership agreement restricts unitholders’ voting rights by providing that any units held by a person or group that owns 15% or more of any class of units then outstanding, other than the limited partners in our predecessor prior to the IPO, their transferees, persons who acquired such units with the prior approval of the Board, holders of Series B cumulative convertible preferred units in connection with any vote, consent or approval of the Series B cumulative convertible preferred units as a separate class, and persons who own 15% or more of any class as a result of any redemption or purchase of any other person's units or similar action by us or any conversion of the Series B cumulative convertible preferred units at our option or in connection with a change of control may not vote on any matter.

Our partnership agreement includes exclusive forum, venue, and jurisdiction provisions.

13 unchanged sentences

• the market price of the common units may decline.

However, subject to certain exceptions, our partnership agreement does not authorize us to issue securities having preferences or rights with priority over or on a parity with the Series B cumulative convertible preferred units with respect to rights to share in distributions, redemption obligations, or redemption rights without Series B cumulative convertible preferred unitholder approval.

rights to share in distributions, redemption obligations, or redemption rights without Series B cumulative convertible preferred unitholder approval.

Distributions to Unitholders;

25 unchanged sentences

Because we are a publicly traded partnership, the NYSE does not require us to have a majority of independent directors on our general partner’s board of directors or to establish a compensation committee or a nominating and corporate governance committee.

In addition, because we are a publicly traded partnership, the NYSE does not require us to obtain unitholder approval prior to certain unit issuances.

In addition, because we are a publicly traded partnership, the NYSE does not require us to obtain unitholder

approval prior to certain unit issuances.

Accordingly, unitholders will not have the same protections afforded to stockholders of certain corporations that are subject to all of the NYSE’s corporate governance requirements.

39 unchanged sentences

There can be no assurance that there will not be further changes to U.S.

federal income tax laws or the Treasury Department's interpretation of the qualifying income rules in a manner that could impact our ability to qualify as a partnership in the future.

federal income tax laws or

the Treasury Department's interpretation of the qualifying income rules in a manner that could impact our ability to qualify as a partnership in the future.

Any modification to the U.S.

16 unchanged sentences

The passage of any legislation as a result of these proposals or any similar changes in U.S.

federal income tax laws could increase costs or eliminate or postpone certain tax deductions that currently are available to us or

our services providers with respect to oil and gas development.

federal income tax laws could increase costs or eliminate or postpone certain tax deductions that currently are available to us or our services providers with respect to oil and gas development.

Any such changes could have an adverse effect on our financial position, results of operations, and cash flows.

14 unchanged sentences

If, as a result of any such audit adjustment, we are required to make payments of taxes, penalties, and interest, cash available for distribution to our common unitholders might be substantially reduced and our current and former common unitholders may be required to indemnify us for any taxes (including any applicable penalties and interest) resulting from such audit adjustment that were paid on such common unitholders' behalf.

Even if you, as a common unitholder, do not receive any cash distributions from us, you will be required to pay taxes on your share of our taxable income.

You, as a common unitholder, are required to pay taxes on your share of our income, even if you do not receive any cash distributions from us.

You will be required to pay U.S.

federal income taxes and, in some cases, state and local income taxes, on your share of our taxable income, whether or not you receive cash distributions from us.

For example, if we sell assets and use the proceeds to repay existing debt or fund capital expenditures, you may be allocated taxable income and gain resulting from the sale and our cash available for distribution would not increase.

Similarly, taking advantage of opportunities to reduce our existing debt, such as debt exchanges, debt repurchases, or modifications of our existing debt could result in “cancellation of indebtedness income” being allocated to our common unitholders as taxable income without any increase in our cash available for distribution.

You may not receive cash distributions from us equal to your share of our taxable income or even equal to the actual tax due from you with respect to that income.

You may not receive cash distributions from us equal to your share of our taxable income or even equal to the actual tax liability that results from that income.

Tax gain or loss on the disposition of our common units could be more or less than expected.

3 unchanged sentences

A substantial portion of the amount realized from the sale of your common units, whether or not representing gain, may be taxed as ordinary income to you due to potential recapture items, including depreciation recapture.

Thus, you may recognize

both ordinary income and capital loss from the sale of your common units if the amount realized on a sale of your common units is less than your adjusted basis in the common units.

Thus, you may recognize both ordinary income and capital loss from the sale of your common units if the amount realized on a sale of your common units is less than your adjusted basis in the common units.

Net capital loss may only offset capital gains and, in the case of individuals, up to $3,000 of ordinary income per year.

9 unchanged sentences

federal income tax, including IRAs and other retirement plans, may be unrelated business taxable income and may be taxable to them.

Additionally, all or part of any gain recognized by such tax-exempt organization upon a sale or other disposition of our units may be unrelated business taxable income and may be taxable to them.Tax-exempt entities should consult a tax advisor before investing in our common units.

Additionally, all or part of any gain recognized by such tax-exempt organization upon a sale or other disposition of our units may be unrelated business taxable income and may be taxable to them.

Tax-exempt entities should consult a tax advisor before investing in our common units.

common unitholders will be subject to U.S.

10 unchanged sentences

common unitholder will also be subject to a 10% withholding tax on the amount of any distribution in excess of our cumulative net income.

As we do not compute our cumulative net income for such purposes due to the complexity of the calculation and lack of clarity in how it would apply to us, we intend to treat all of our distributions as being in excess of our cumulative net income for such purposes and subject to such 10% withholding tax.

and subject to such 10% withholding tax.

Accordingly, distributions to a non-U.S.

8 unchanged sentences

The IRS may challenge this treatment, which could adversely affect the value of the common units.

Because we cannot match transferors and transferees of our common units and because of other reasons, we have adopted depreciation and amortization positions that may not conform to all aspects of existing Treasury Regulations.

A successful IRS

challenge to those positions could adversely affect the amount of tax benefits available to you.

Because we cannot match transferors and transferees of our common units, we have adopted certain methods for allocating depreciation and amortization deductions that may not conform to all aspects of existing Treasury Regulations.

A successful IRS challenge to the use of these methods could adversely affect the amount of tax benefits available to you.

It also could affect the timing of these tax benefits or the amount of gain from your sale of common units and could have a negative impact on the value of our common units or result in audit adjustments to your tax returns.

15 unchanged sentences

federal income taxes, you likely will be subject to other taxes, including state and local taxes, unincorporated business taxes and estate, inheritance, or intangible taxes that are imposed by the various jurisdictions in which we conduct business or own property now or in the future, even if you do not live in any of those jurisdictions.

We own assets and conduct business in several states, many of which impose a personal income tax and also impose income taxes on corporations and other entities.

We own assets and conduct business in several states, many of which impose a personal income tax and also impose income taxes on

corporations and other entities.

You may be required to file state and local income tax returns and pay state and local income taxes in these jurisdictions.

5 unchanged sentences

Although we believe our common unitholders are entitled to a 20% deduction related to qualified business income, application of the deduction to royalty income is not free from doubt.

For taxable years beginning after December 31, 2017 and ending on or before December 31, 2025, an individual common unitholder is entitled to a deduction equal to 20% of his or her allocable share of our "qualified publicly traded partnership income." For purposes of the deduction, the term qualified publicly traded partnership income includes the net amount of such unitholder’s allocable share of our income that is effectively connected to our U.S.

trade or business activities.

Although we expect most of our income to qualify for this deduction, application of these rules to income from mineral interests, such as royalty income, is not entirely clear.

The IRS may challenge our treatment of royalty income as qualifying for the deduction.

Although our counsel has advised us that under current law our royalty income should qualify for the deduction, no assurances can be given that the IRS will not challenge our treatment of royalty income as qualifying for the deduction.

Our counsel has advised us that under current law our royalty income should qualify for the deduction, but no assurances can be given that the IRS will not challenge our treatment of royalty income as qualifying for the deduction.

General Risk Factors

We have and will continue to incur increased costs as a result of being a publicly traded partnership.

As a publicly traded partnership, we have and will continue to incur significant legal, accounting, and other expenses that we did not incur prior to the IPO.

In addition, the Sarbanes-Oxley Act, as well as rules implemented by the SEC and the NYSE, require publicly traded entities to maintain various corporate governance practices that further increase our costs.

Before we are able to make distributions to our unitholders, we must first pay or reserve for our expenses, including the costs of being a publicly traded partnership.

As a result, the amount of cash we have available to distribute to our unitholders will be affected by the costs associated with being a publicly traded partnership.

Following the IPO, we became subject to the public reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”).

These requirements have increased our legal and financial compliance costs.

The price of our common units may fluctuate significantly, and unitholders could lose all or part of their investment.

16 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors