What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-03-16 compared with 2022-03-17 · 77 added, 82 removed, 514 unchanged (24% of the section changed)

MV Oil Trust, which we refer to herein as the “trust,” was formed in August 2006 by MV Partners, LLC, which we refer to as “MV Partners.” Much of the information disclosed herein has been provided to the trust by MV Partners, including information associated with the underlying properties such as production and well counts, major producing areas, customer relationships, competition, marketing and post-production services, and certain information on which reserve data is based.

MV Oil Trust, which we refer to herein as the “trust,” was formed in August 2006 by MV Partners, LLC, which we refer to herein as “MV Partners.” Much of the information disclosed herein has been provided to the trust by MV Partners, including information associated with the underlying properties such as production and well counts, major producing areas, customer relationships, competition, marketing and post-production services, and certain information on which reserve data is based.

The trust is a statutory trust created under the Delaware Statutory Trust Act.

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MV Partners’ net interests in such properties, after deduction of all royalties and other burdens on production thereon as of January 24, 2007, is referred to herein as the “underlying properties.” As of December 31, 2022, the underlying properties produced predominantly oil from approximately 860 wells, and the projected reserve life of the underlying properties was over 44 years.

Based on the summary prepared by Cawley, Gillespie & Associates, Inc., independent petroleum and geological engineers, who we refer to as “CG&A”, of its reserve report as of December 31, 2021 for the trust, which is summarized herein under “ — Description of the Underlying Properties — Reserves” and is referred to herein as the “reserve report,” the net profits interest would entitle the trust to receive net proceeds from the sale of production of not less than 11.5 MMBoe of proved reserves during the term of the trust, calculated as 80% of the proved reserves attributable to the underlying properties expected to be produced during the term of the trust.

Based on the summary prepared by Cawley, Gillespie & Associates, Inc., independent petroleum and geological engineers, which we refer to herein as “CG&A,” of its reserve report as of December 31, 2022 for the trust, which is summarized herein under “— Description of the Underlying Properties — Reserves” and is referred to herein as the “reserve report,” the net profits interest would entitle the trust to receive net proceeds from the sale of production of not less than 11.5 MMBoe of proved reserves during the term of the trust, calculated as 80% of the proved reserves attributable to the underlying properties expected to be produced during the term of the trust.

Of these reserves, approximately 96% were classified as proved developed producing reserves as of December 31, 2022.

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The gross proceeds used to calculate the net profits interest is based on prices realized for oil, natural gas and natural gas liquids attributable to the underlying properties for each calendar quarter during the term of the net profits interest.

In calculating the net proceeds used to calculate the net profits interest, MV Partners deducts from the gross proceeds from the underlying properties all lease operating expenses, maintenance expenses and capital expenditures (including the cost of

workovers and recompletions, drilling costs and development costs), amounts that may be reserved for future expenditures (which reserve amounts may not exceed $1.0 million in the aggregate at any given time), post-production costs and production and property taxes paid by MV Partners.

future expenditures (which reserve amounts may not exceed $1.0 million in the aggregate at any given time), post-production costs and production and property taxes paid by MV Partners.

Net proceeds payable to the trust depend upon production quantities, sales prices of oil, natural gas and natural gas liquids, and costs to develop and produce the oil, natural gas and natural gas liquids.

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The trustee files all required trust federal and state income tax and information returns.

The trustee prepares and provides the tax information that trust unitholders need to correctly report their share of the income and deductions of the trust.

The trustee prepares and provides the tax information that trust unitholders need to correctly report their share of the

income and deductions of the trust.

The trustee also causes to be prepared and filed reports required to be filed under the Exchange Act and by the rules of any securities exchange or quotation system on which the trust units are listed or admitted to trading, and also causes the trust to comply with the provisions of the Sarbanes-Oxley Act of 2002, including but not limited to, by establishing, evaluating and maintaining a system of internal control over financial reporting in compliance with the requirements of Section 404 thereof.

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Sale of the Net Profits Interest

The trust will remain in existence until the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust’s right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interest).

The trust will dissolve prior to its termination if:

The trust will remain in existence until shortly after the liquidation date, which is the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust’s right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interest).

The net profits interest will terminate on the liquidation date, at which point the trust will dissolve and commence winding up its business and affairs.

The trust will dissolve and commence winding up its business and affairs prior to the liquidation date if:

the trust sells the net profits interest;

annual cash proceeds received by the trust are less than $1 million for each of two consecutive years;

annual cash proceeds received by the trust attributable to the net profits interest are less than $1 million for each of two consecutive years;

the holders of a majority of the outstanding trust units vote in favor of dissolution;

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costs paid by an owner of a property comprising the underlying properties under any joint operating agreement;

all other costs and expenses, capital costs and liabilities of exploring for, drilling, recompleting, workovers, operating and producing oil, natural gas and natural gas liquids, including allocated

expenses such as labor, vehicle and travel costs and materials and any plugging and abandonment liabilities (net of any capital costs for which a reserve had already been made to the extent such capital costs are incurred during the computation period) other than costs and expenses for certain future non-consent operations;

all other costs and expenses, capital costs and liabilities of exploring for, drilling, recompleting, workovers, operating and producing oil, natural gas and natural gas liquids, including allocated expenses such as labor, vehicle and travel costs and materials and any plugging and abandonment liabilities (net of any capital costs for which a reserve had already been made to the extent such capital costs are incurred during the computation period) other than costs and expenses for certain future non-consent operations;

costs or charges associated with gathering, treating and processing oil, natural gas and natural gas liquids;

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at the option of MV Partners (or any subsequent owner of the underlying properties), amounts reserved for approved exploration, development, maintenance or operating expenditures, including well drilling, recompletion and workover costs, which amounts will at no time exceed $1.0 million in the aggregate, and will be subject to the limitations described below.

During each twelve-month period beginning on the later to occur of (1) June 30, 2023 and (2) the time when 13.2 MMBoe have been produced from the underlying properties and sold (which is the equivalent of 10.6 MMBoe in respect of the net profits interest), which we refer to, in either case, as the “Capital Expenditure Limitation Date”, the sum of the capital expenditures and amounts reserved for approved capital expenditure projects for such twelve-month period may not exceed the Average Annual Capital Expenditure Amount.

During each twelve-month period beginning on the later to occur of (1) June 30, 2023 and (2) the time when 13.2 MMBoe have been produced from the underlying properties and sold (which is the equivalent of 10.6 MMBoe in respect of the net profits interest), which we refer to herein, in either case, as the “Capital Expenditure Limitation Date,” the sum of the capital expenditures and amounts reserved for approved capital expenditure projects for such twelve-month period may not exceed the Average Annual Capital Expenditure Amount.

The “Average Annual Capital Expenditure Amount” means the quotient of (x) the sum of the capital expenditures and amounts reserved for approved capital expenditure projects with respect to the three twelve-month periods ending on the Capital Expenditure Limitation Date, divided by (y) three.

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Widely Held Fixed Investment Trust Reporting Information

The trustee assumes that some trust units are held by middlemen, as such term is broadly defined in Treasury regulations (and includes custodians, nominees, certain joint owners, and brokers holding an

interest for a custodian in street name).

Therefore, the trustee considers the trust to be a non-mortgage widely held fixed investment trust (“WHFIT”) for U.S.

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The projected payment schedule for the net profits interest is included with the tax information booklet.

This tax information booklet can be obtained at http://mvo.q4web.com/home/default.aspx.

This tax information booklet, when available, can be obtained at http://mvo.q4web.com/home/default.aspx.

Description of the Underlying Properties

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Estimates of the proved oil and gas reserves attributable to the trust as of December 31, 2020, 2021 and 2022 are based on reports prepared by CG&A.

CG&A has been in business since 1961 and serves many organizations and individuals in the petroleum industry, including owners and operators of oil and gas properties, exploration groups, planners, and professionals in investment and finance.

CG&A has been in business since 1961 and serves many

organizations and individuals in the petroleum industry, including owners and operators of oil and gas properties, exploration groups, planners, and professionals in investment and finance.

One of the principal businesses of CG&A is providing detailed assessment of producing reservoirs.

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Additional proved undeveloped reserves added

Proved undeveloped reserves removed from drilling

Proved undeveloped reserves removed from drilling plan

Revisions of previous estimates

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The net profits interest will terminate on the later to occur of (1) June 30, 2026, or (2) the time when 14.4 MMBoe have been produced from the underlying properties and sold, and the trust will soon thereafter wind up its affairs and terminate.

Based on the reserve report, CG&A estimated that the trust would terminate June 30, 2026 based on the calculation that 14.4 MMBoe would have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust’s right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interest) prior to this date.

Based on the reserve report, CG&A estimated that the net profits interest would terminate on June 30, 2026 based on the calculation that 14.4 MMBoe would have been produced from the underlying properties and sold (which amount is the equivalent of 11.5 MMBoe in respect of the trust’s right to receive 80% of the net proceeds from the underlying properties pursuant to the net profits interest) prior to this date.

Oil and gas prices were adjusted to a WTI Cushing oil price of $93.67 per Bbl and a Henry Hub natural gas price of $6.36 per MMbtu.

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Severance tax rates were applied at normal state percentages of oil and gas revenue, except for those Kansas producing properties that are severance tax exempt.

Ad valorem taxes of 2.0% of total revenue

were applied to each property as provided by MV Partners.

Ad valorem taxes of 2.0% of total revenue were applied to each property as provided by MV Partners.

Oil and gas conservation tax rates were applied to all Kansas properties at the applicable rates.

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The accuracy of any reserve estimate is a function of the quality of available data and engineering, and estimates may justify revisions based on the results of drilling, testing, and production activities.

Accordingly, reserve estimates are inherently imprecise and should not be construed as representing the actual quantities of future production or cash flows to be realized from oil and natural gas properties or the fair market value of such properties.

Accordingly, reserve estimates are inherently imprecise and should not be construed as representing

the actual quantities of future production or cash flows to be realized from oil and natural gas properties or the fair market value of such properties.

Producing Acreage and Well Counts

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Sales volumes for natural gas liquids during the periods presented were not significant.

Year Ended December 31,

Sales prices:

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Vess Oil also plans to maintain its annual recompletion and workover program over the next five years.

Vess Oil has commenced a waterflood program

to enhance production from the Whitecloud formation.

Vess Oil has commenced a waterflood program to enhance production from the Whitecloud formation.

Vess Oil plans to convert wells as the infill developmental drilling program proceeds.

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Production has been from multiple pay zones with the primary formation being the Arbuckle interval at a depth of 3,300 feet and the Lansing-Kansas City interval at a depth of 2,800 feet.

Cumulative production of all producers from the Bemis-Shutts Field has exceeded

248 MMBbls of oil.

Cumulative production of all producers from the Bemis-Shutts Field has exceeded 248 MMBbls of oil.

Both Vess Oil and Murfin Drilling have pursued polymer treatment programs with success in the

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Production from this field has primarily come from the Lansing-Kansas City limestone.

Cumulative production of all producers from the Hansen Field has exceeded

9.2 MMBbls of oil.

Cumulative production of all producers from the Hansen Field has exceeded 9.2 MMBbls of oil.

The Ray Field is located on the eastern flank of the Central Kansas Uplift and was discovered in 1940.

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The terms of the conveyance that created the net profits interest do not permit MV Partners to charge any marketing fee when determining the net proceeds upon which the net profits interest is calculated.

As a result, the net proceeds to the trust from the sales of oil, natural gas and natural gas liquid production from the underlying properties are determined based on the same price that

MV Partners receives for oil, natural gas and natural gas liquid production attributable to MV Partners’ remaining interest in the underlying properties.

As a result, the net proceeds to the trust from the sales of oil, natural gas and natural gas liquid production from the underlying properties are determined based on the same price that MV Partners receives for oil, natural gas and natural gas liquid production attributable to MV Partners’ remaining interest in the underlying properties.

Vess Oil and Murfin Drilling, as contract operators, generally sell production from the underlying properties to several purchasers, including MV Purchasing, LLC, which we refer to herein as “MV Purchasing,” under short-term arrangements using market sensitive pricing.

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Two purchasers, including MV Purchasing, have been purchasing substantially all of the crude oil production, and a substantial portion of the crude oil production may continue be acquired by one or more single purchasers.

For the years ended December 31, 2019, 2020 and 2021, MV Purchasing purchased 75%, 73% and 73%, respectively, of the production sold from the underlying properties.

For the years ended December 31,

2020, 2021 and 2022, MV Purchasing purchased 73%, 73% and 74%, respectively, of the production sold from the underlying properties.

MV Partners does not believe that loss of any of these parties as a purchaser would have a material adverse impact on the business of MV Partners, as substitute purchasers are generally available;

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The underlying properties are subject to certain burdens that are described in more detail below.

To the extent that these burdens and obligations affect MV Partners’ rights to production and the value of production

from the underlying properties, they have been taken into account in calculating the trust’s interests and in estimating the size and the value of the reserves attributable to the underlying properties.

To the extent that these burdens and obligations affect MV Partners’ rights to production and the value of production from the underlying properties, they have been taken into account in calculating the trust’s interests and in estimating the size and the value of the reserves attributable to the underlying properties.

MV Partners’ interests in the underlying properties are typically subject, in one degree or another, to one or more of the following:

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MV Partners has recorded the conveyance of the net profits interest in the real property records of Colorado in accordance with local recording acts.

MV Partners has informed the trustee that MV Partners believes that if, during the term of the trust, MV Partners becomes involved as a debtor in a bankruptcy proceeding, the net profits interest relating to the underlying properties located in Colorado should be treated as a

fully conveyed personal property interest under the laws of Colorado.

In such a proceeding, however, a determination could be made that the conveyance constitutes an executory contract and the net profits interest is not a fully conveyed personal property interest under the laws of Colorado, and if such contract were not to be assumed in a bankruptcy proceeding involving MV Partners, the trust would be treated as an unsecured creditor of MV Partners with respect to such net profits interest in the pending bankruptcy proceeding.

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FERC Regulation

Historically, the transportation and sale for resale of natural gas in interstate commerce has been regulated by the Federal Energy Regulatory Commission, or FERC, under the Natural Gas Act of 1938, or NGA, the Natural Gas Policy Act of 1978, or NGPA, and regulations issued under those statutes.

Historically, the transportation and sale for resale of natural gas in interstate commerce has been regulated by the Federal Energy Regulatory Commission, or the “FERC,” under the Natural Gas Act of 1938, or NGA, the Natural Gas Policy Act of 1978, or “NGPA,” and regulations issued under those statutes.

Over the last two decades, the FERC has issued orders and adopted regulations resulting in a restructuring of the natural gas industry.

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While sales by producers of natural gas can currently be made at market prices, Congress could reenact price controls in the future.

Deregulation of wellhead natural gas sales began with the enactment of the NGPA

and culminated in adoption of the Natural Gas Wellhead Decontrol Act which removed all price controls affecting wellhead sales of natural gas effective January 1, 1993.

Deregulation of wellhead natural gas sales began with the enactment of the NGPA and culminated in adoption of the Natural Gas Wellhead Decontrol Act which removed all price controls affecting wellhead sales of natural gas effective January 1, 1993.

Sales of crude oil, condensate, and natural gas liquids are not currently regulated and are made at negotiated prices.

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In general, interstate oil pipeline rates must be just and reasonable and may not be unduly discriminatory or confer any undue preference upon any shipper.

Rates generally are cost-based, although settlement rates agreed to by all shippers are permitted and market-based rates may be permitted in certain circumstances.

Although the price at which MV Partners sells oil, natural gas and natural gas liquids is not currently subject to federal rate regulation and, for the most part, is not subject to state regulation, with regard to physical sales of natural gas and oil, MV Partners is required to observe anti-market manipulation laws and related regulations enforced by the FERC and/or the Commodity Futures Trading Commission, or the CFTC, and the Federal Trade Commission, or FTC.

Rates generally

are cost-based, although settlement rates agreed to by all shippers are permitted and market-based rates may be permitted in certain circumstances.

If MV Partners were to violate the anti-market manipulation laws and regulations, MV Partners could also be subject to related third-party damage claims by, among others, sellers, royalty owners and taxing authorities.

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Waste Handling.

The Resource Conservation and Recovery Act, or RCRA, and comparable state statutes, regulate the generation, transportation, treatment, storage, disposal and cleanup of hazardous and non-hazardous wastes.

Under the auspices of the federal Environmental Protection Agency, or EPA, the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own,

more stringent requirements.

The Resource Conservation and Recovery Act, or “RCRA,” and comparable state statutes, regulate the generation, storage, treatment, transportation, disposal and cleanup of hazardous and non-hazardous wastes.

Under the auspices of the federal Environmental Protection Agency, or the “EPA,” the individual states administer some or all of the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements.

Drilling fluids, produced waters and most of the other wastes associated with the exploration, development and production of crude oil or natural gas are currently regulated under RCRA as non-hazardous wastes.

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The consent decree required the EPA to propose a rulemaking no later than March 15, 2019 for revision of certain Subtitle D criteria regulations pertaining to oil and natural gas wastes or to sign a determination that revision of the regulations is not necessary.

The EPA fulfilled its obligation under the consent decree by issuing a determination on April 23, 2019 that revisions to existing RCRA Subtitle D regulations governing oil and natural gas wastes are not necessary, along with a report supporting that determination.

The EPA fulfilled its

obligation under the consent decree by issuing a determination on April 23, 2019 that revisions to existing RCRA Subtitle D regulations governing oil and natural gas wastes are not necessary, along with a report supporting that determination.

Any future change in the exclusion for such wastes could potentially result in an increase in the cost of managing and disposing of those wastes.

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CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and then to seek to recover from the responsible classes of persons the costs they incur.

In addition, it is not uncommon for neighboring landowners and other third-parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances or other pollutants into the environment.

It is not uncommon for neighboring landowners and other third-parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances or other pollutants into the environment.

The underlying properties may have been used for oil and natural gas exploration and production for many years.

Although MV Partners believes that it has utilized operating and waste disposal practices that were standard in the industry at the time, hazardous substances, wastes or hydrocarbons may have been disposed of or released on or under the properties, or on or under other locations, including off-site locations, where such substances have been taken for disposal.

In addition, the underlying properties may have been operated by third parties or by previous owners or operators whose treatment and disposal of hazardous substances, wastes or hydrocarbons was not under MV Partners’ control.

In addition, the underlying properties may have been operated by third parties or by previous owners or operators whose treatment and disposal or release of hazardous substances, wastes or hydrocarbons was not under MV Partners’ control.

These properties and the substances disposed or released on them may be subject to CERCLA, RCRA and analogous state laws.

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The discharge of wastewater from most onshore oil and gas activities exploration and production activities is currently prohibited east of the 98 th meridian.

Unconventional extraction facilities are in certain circumstances allowed by federal regulations to send wastewater to an off-site private centralized wastewater treatment, or CWT, facility in most circumstances.

Additionally, in June 2016, the EPA issued a final rule implementing wastewater pretreatment standards that prohibit onshore unconventional oil and natural gas extraction facilities from sending wastewater directly to publicly owned treatment works, or “POTW.” Unconventional extraction facilities are in certain circumstances allowed by federal regulations to send wastewater to an off-site private centralized wastewater treatment, or “CWT,” facility in most circumstances.

CWT facilities can either discharge treated water directly to surface waters or send it to a POTW.

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The discharge of dredge and fill material in waters of the United States, including wetlands, is also prohibited unless authorized by a permit issued under CWA Section 404 by the U.S.

Army Corps of Engineers, or USACE.

CWA Section 401 provides that the applicant for an individual Section 404 USACE permit for the discharge of dredge and fill material must notify the state in which the discharge will occur and provide an opportunity for the state to determine if the discharge will comply with the state’s approved water quality program.

Army Corps of Engineers, or “USACE.” CWA Section 401 provides that the applicant for an individual Section 404 USACE permit for the discharge of dredge and fill material must notify the state in which the discharge will occur and provide an opportunity for the state to determine if the discharge will comply with the state’s approved water quality program.

In some instances, this process could result in a delay in issuance of the permit, more stringent permit requirements, or denial of the permit.

How the EPA and the USACE define “waters of the United States,” or “WOTUS,” which defines the extent of geographic jurisdiction under the CWA, can impact MV Partners’ regulatory and permitting obligations under the CWA.

In 2020, the EPA and the USACE issued a final rule, or the 2020 rule, that narrowed the definition of WOTUS when compared to the prior definition of WOTUS that had been adopted in 2015.

In August 2021, however, a court vacated the 2020 rule.

In response, the EPA and the USACE reverted to the WOTUS definition in use prior to the 2015 WOTUS rulemaking.

That pre-2015 definition is broader than the definition from the 2020 rule, but was never formally codified because it was based on interpretation of a U.S.

Supreme Court decision.

On December 7, 2021, the agencies published a proposed rule that would codify the interpretation currently in use.

The comment period closed in February 2022 and a final rule is expected later in 2022.

At the same time, the U.S.

Supreme Court has taken up a case that may again revise the understanding of the WOTUS definition.

MV Partners’ regulatory obligations and permitting costs may increase under the current definition as opposed to the one in effect under the 2020 rule, and there will remain some uncertainty around the definition of WOTUS and the scope of CWA regulation, given expected challenges to the 2022 final rule and the pending Supreme Court case.

In 2023, the EPA and the USACE issued a final rule, or the “2023 rule,” that is described by the EPA and the USACE as following the 1986 regulations as modified by subsequent U.S.

Supreme Court decisions and guidance issued by the EPA and USACE interpreting the decisions.

The 2023 rule is already subject to litigation, including motions for preliminary injunctions to prevent the 2023 rule from going into effect.

One issue raised in the litigation is that a U.S.

Supreme Court decision in the Sackett II case is expected in mid-2023 and will likely address the definition of wetlands in the 2023 rule.

MV Partners’ regulatory obligations and permitting costs will continue to be subject to remaining uncertainty around the definition of WOTUS and the scope of CWA regulation, given the pending litigation over the 2023 rule and expected Supreme Court decision.

USACE Nationwide Permits, or “NWPs,” are a streamlined form of permitting used to authorize development activities with minimal individual or cumulative adverse effects in wetlands or other waters of the United States under the CWA and/or Rivers and Harbors Act.

The current administration has stated an intention to re-visit all or some of the USACE NWPs before their current expiration date of February 2026.

In addition, a federal court in Montana is currently hearing a challenge to NWP 12, which is used to authorize regulatory impacts related to oil and gas pipelines.

Revisions to the NWPs by USACE or an adverse decision in Montana may restrict or remove the ability to use NWP 12 or other NWPs to permit regulated impacts, resulting in the need to apply for a more time-consuming individual permit.

The current administration has stated an intention to re-visit NWP 12, which is used to authorize regulated impacts related to construction of oil and gas pipelines, through notice and comment rulemaking before its current expiration date of February 2026.

In addition, a federal court in Washington, D.C.

is currently hearing a challenge to NWP 12.

Revisions to NWP 12 by USACE or an adverse decision in Washington, D.C.

may restrict or remove the ability to use NWP 12 to permit regulated impacts, resulting in the need to apply for a more time-consuming individual permit.

This could result in additional cost and time for permitting projects.

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The EPA has established pollution control standards for oil and gas sources under the CAA.

In 2012, the EPA adopted federal New Source Performance Standards that require the reduction of volatile organic compound emissions from certain fractured and refractured natural gas wells for which well completion operations are conducted and further require that most wells use reduced emission completions, also

known as “green completions.” These regulations also establish specific new requirements regarding emissions from production-related wet seal and reciprocating compressors, and from pneumatic controllers and storage vessels.

In 2012, the EPA adopted federal New Source Performance Standards, or “NSPS,” that require the reduction of volatile organic compound emissions from certain fractured and refractured natural gas wells for which well completion operations are conducted and further require that most wells use reduced emission completions, also known as “green completions.” These regulations also establish specific new requirements regarding emissions from production-related wet seal and reciprocating compressors, and from pneumatic controllers and storage vessels.

In June 2016, the EPA published a second NSPS for oil and gas sources that requires operators to reduce volatile organic compound (and methane) emissions from certain oil and gas facilities, including production, processing, transmission and storage activities, that are constructed, modified, or reconstructed after September 18, 2015.

More recently, the EPA issued a November 15, 2021 proposal and a November 11, 2022 supplemental proposal that would establish volatile organic compound and methane emissions standards for oil and gas sources that are constructed, modified, or reconstructed after November 15, 2021, as well as a set of volatile organic compound and methane emissions guidelines that would apply to existing oil and gas sources for the first time under the CAA.

The EPA plans to issue a final rule from the pending proposal in 2023.

The EPA is also charged with establishing National Ambient Air Quality Standards, or “NAAQS,” the implementation of which can indirectly impact MV Partners’ operations.

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The revisions also include the addition of well identification reporting requirements for certain facilities.

Following the November 2016 presidential election and change in administrations, the EPA convened a reconsideration proceeding that culminated in a 2020 final rule that eliminated the obligation to control methane emissions under the NSPS, while maintaining the rule’s substantive emissions control requirements because they serve to control emissions of other, non-methane pollutants.

That 2020 final rule, however, was undone by a June 30, 2021 Congressional Review Act resolution that re-instituted the regulation of methane from new, modified, and reconstructed oil and gas sources.

Additionally, on November 15, 2021, the EPA published a proposed rule that would establish emissions guidelines for the control of methane from existing oil and gas sources for the first time under the CAA.

The EPA intends to adopt the existing source emissions guidelines as a final rule by the end of 2022, which would then trigger a requirement for states to develop rules that will make the federal emissions guidelines enforceable as state rules over a three- to four-year period.

In addition, in June 2016 the EPA published a final rule that requires operators to reduce methane emissions from certain oil and gas facilities, including production, processing, transmission and storage activities, that are constructed, modified, or reconstructed after September 18, 2015, or the “Methane Rule.” More recently, the EPA issued a November 15, 2021 proposal and a November 11, 2022 supplemental proposal that would establish volatile organic compound and methane emissions standards for oil and gas sources that are constructed, modified, or reconstructed after November 15, 2021, as well as a set of volatile organic compound and methane emissions guidelines that would apply to existing oil and gas sources for the first time under the CAA.

The EPA plans to issue a final rule from the pending proposal in 2023, which would then trigger a requirement for states to develop rules that will make the federal emissions guidelines enforceable as state rules over a three- to four-year period.

The ultimate fate of the proposed GHG control requirements for existing oil and gas sources is unclear.

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In addition to potential impacts on MV Partners’ operations directly or indirectly resulting from climate-change legislation or regulations, MV Partners’ operations also could be negatively affected by climate-change related physical changes or changes in weather patterns including drought and severe storms.

At this time, it is not possible to estimate accurately how potential future laws or regulations addressing greenhouse gas emissions would impact the operations of MV Partners.

At this time, it is not possible to estimate accurately how potential future laws or regulations addressing GHG emissions would impact the operations of MV Partners.

At the international level, the U.S.

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In November 2019, however, plans were formally announced for the U.S.

to withdraw from the Paris Agreement, and the U.S.’s withdrawal from the Paris Agreement took effect on November 4, 2020.

to withdraw from the Paris Agreement,

and the U.S.’s withdrawal from the Paris Agreement took effect on November 4, 2020.

On January 20, 2021, President Biden issued an executive order commencing the process to reenter the Paris Agreement, although the emissions pledges in connection with that effort have not yet been updated.

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In a separate executive order issued on January 20, 2021, President Biden asked the heads of all executive departments and agencies to review and take action to address any federal regulations, orders, guidance documents, policies and any similar agency actions promulgated during the prior administration that may be inconsistent with or present obstacles to the administration’s stated goals of protecting public health and the environment, and conserving national monuments and refuges.

The executive order also established an Interagency Working Group on the Social Cost of Greenhouse Gases, which is called on to, among other things, capture the full costs of greenhouse gas emissions, including the “social cost of carbon,” “social cost of nitrous oxide” and “social cost of methane,” which are “the monetized damages associated with incremental increased in greenhouse gas emissions,” including “changes in net agricultural productivity, human health, property damage from increased flood risk, and the value of ecosystem services.” The Working Group is expected to issue its recommendations in early 2022.

The adoption and implementation of regulations imposing reporting obligations on, or limiting emissions of GHGs from, MV Partners’ equipment and operations could require MV Partners to incur costs to reduce emissions of GHGs associated with its operations or could adversely affect demand for the natural gas it produces.

The executive order also established an Interagency Working Group on the Social Cost of Greenhouse Gases, or the “Working Group,” which is called on to, among other things, capture the full costs of greenhouse gas emissions, including the “social cost of carbon,” “social cost of nitrous oxide” and “social cost of methane,” which are “the monetized damages associated with incremental increases in greenhouse gas emissions,” including “changes in net agricultural productivity, human health, property damage from increased flood risk, and the value of ecosystem services.” In late 2022, the Working Group proposed to significantly increase the social cost of carbon used in assessing the costs and benefits of government actions.

Legislation or regulations that may be adopted to address climate change could also affect the markets for MV Partners’ products by making its products more or less desirable than competing sources of energy.

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Endangered Species Act.

The federal Endangered Species Act, or ESA, restricts activities that may affect endangered and threatened species or their habitats.

The federal Endangered Species Act, or “ESA,” restricts or prohibits activities that may affect endangered and threatened species or their habitats.

If endangered species are located in areas of the underlying properties where seismic surveys, development activities or abandonment operations may be conducted, the work could be prohibited or delayed or expensive mitigation may be required.

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In January 2021, President Biden issued an Executive Order announcing that the new administration would initiate a review of the 2019 amendments to the ESA rules.

The Biden Administration has rescinded one of the rules adopted by the prior administration, dealing with critical habitat, and has stated its intention to revise other rules.

The Biden Administration has rescinded one of the rules adopted by the prior administration, dealing with critical habitat, and has stated its intention to revise other rules, but that has not yet occurred.

Changes to these rules could make a federal review process occasioned by the application for permits, rights of way, or leases more complex.

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While some of MV Partners’ facilities or leased acreage may be located in areas that are designated as habitat for endangered or threatened species, MV Partners believes that it is in substantial compliance with the ESA.

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National Environmental Policy Act.

The National Environmental Policy Act, or “NEPA,” requires the federal government to undertake an environmental review prior to making a decision on most proposed federal actions — such as permits, leases, and rights-of-way.

The Trump Administration significantly revised the regulations implementing NEPA in 2020 in an effort to make the review process more efficient and more narrowly tailored to the agency’s specific action.

The Biden Administration is in the process of an initial revision to the NEPA regulations, and in October 2021 the White House Council on Environmental Quality published a proposed rule that would undo many of the changes adopted in 2020.

The current administration has also stated its intention to undertake a second and more comprehensive round of revisions.

The immediate changes may not have a significant impact on federal reviews related to MV Partners actions because the Trump Administration rule was never fully implemented by the agencies;

however, continued change may increase agency review times associated with federal actions as agencies adjust to changing requirements and react to any resulting litigation.

The Trump Administration significantly revised the regulations implementing NEPA in 2020 in an effort to make the review process more efficient and

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more narrowly tailored to the agency’s specific action.

The Biden Administration undertook an initial revision to the NEPA regulations which were finalized in 2022, essentially reverting to the pre-2020 rule language for a few elements of the rules.

The White House Council on Environmental Quality, or “CEQ,” is expected to publish a round-two rulemaking in early 2023 that will make more significant revisions to the Trump-era rule.

In addition, in early 2023 CEQ issued guidance to the federal agencies on how agencies should consider greenhouse gas emissions and climate impacts in the course of their reviews under NEPA.

The 2022 regulatory changes may not have a significant impact on federal reviews related to MV Partners actions because the Trump Administration rule was never fully implemented by the agencies;

however, the 2023 CEQ guidance may increase agency review times as may future regulatory changes.

OSHA and Other Laws and Regulation.

MV Partners is subject to the requirements of the federal Occupational Safety and Health Act, or “OSHA,” and comparable state statutes, whose purpose is to protect the health and safety of workers.

In addition, the OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of CERCLA and similar state statutes require in certain circumstances that information be maintained concerning hazardous materials used or produced in MV Partners’ operations and that this information be provided to employees, state and local government authorities and citizens.

In addition, the OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of CERCLA and comparable state statutes require in certain circumstances that information be maintained concerning hazardous materials used or produced in MV Partners’ operations and that this information be provided to employees, state and local government authorities and citizens.

MV Partners believes that it is in substantial compliance with these applicable requirements and with other OSHA and comparable requirements.

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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 1. Business