7 unchanged sentences
risks and uncertainties include, but are not limited to, the following :
−Removed: of oil and natural gas fluctuate, and lower prices could reduce proceeds to the Trust and
−Removed: cash distributions to Trust unitholders;
−Removed: reserves and future production may be less than current estimates, which could reduce cash
−Removed: distributions by the Trust and the value of the Trust Units;
−Removed: ability or willingness of OPEC and other oil exporting nations to set and maintain production
−Removed: levels has a significant impact on oil and natural gas commodity prices, which could reduce
−Removed: the amount of cash available for distribution to Trust unitholders;
−Removed: party operators are the operators of all of the wells on the Underlying Properties and, therefore,
−Removed: the Sponsor is not in a position to control the timing of development efforts, the associated
−Removed: costs or the rate of production of the reserves on such properties;
−Removed: oil and natural gas wells and producing oil and natural gas are costly and high-risk activities
−Removed: with many uncertainties that could adversely affect future production from the Underlying
−Removed: of equipment, services and qualified personnel could increase costs of developing and operating
−Removed: the Underlying Properties and result in a reduction in the amount of cash available for distribution
−Removed: to the Trust unitholders;
−Removed: generation of profits for distribution by the Trust depends in part on access to and operation
−Removed: of gathering, transportation and processing facilities.
−Removed: Any limitation in the availability
−Removed: of those facilities could interfere with sales of oil and natural gas production from the
−Removed: Underlying Properties;
−Removed: developments in Texas, Louisiana or New Mexico could adversely impact the results of operations
−Removed: and cash flows of the Underlying Properties and reduce the amount of cash available for distributions
+Added: Business and Operating Risks
+Added: Prices of oil and
+Added: natural gas fluctuate, and lower prices could reduce proceeds to the Trust and cash distributions
to Trust unitholders.
+Added: Actual reserves and
+Added: future production may be less than current estimates, which could reduce cash distributions
+Added: by the Trust and the value of the Trust Units.
+Added: The ability or willingness
+Added: of OPEC and other oil exporting nations to set and maintain production levels has a significant
+Added: impact on oil and natural gas commodity prices, which could reduce the amount of cash available
+Added: for distribution to Trust unitholders.
+Added: Third-party operators
+Added: are the operators of all of the wells on the Underlying Properties and, therefore, the Sponsor
+Added: is not in a position to control the timing of development efforts, the associated costs or
+Added: the rate of production of the reserves on such properties.
+Added: Developing oil and
+Added: natural gas wells and producing oil and natural gas are costly and high-risk activities with
+Added: many uncertainties that could adversely affect future production from the Underlying Properties.
+Added: Any delays, reductions or cancellations in development and producing activities could decrease
+Added: revenues that are available for distribution to Trust unitholders.
+Added: Shortages of equipment,
+Added: services and qualified personnel could increase costs of developing and operating the Underlying
+Added: Properties and reduce the amount of cash available for distribution to Trust unitholders.
+Added: The amount of cash
+Added: available for distribution by the Trust depends in part on access to and operation of gathering,
+Added: transportation and processing facilities.
+Added: Any limitation in the availability of those facilities
+Added: could interfere with sales of oil and natural gas production from the Underlying Properties.
+Added: Adverse developments
+Added: in Texas, Louisiana or New Mexico could adversely impact the results of operations and cash
+Added: flows of the Underlying Properties and reduce the amount of cash available for distribution
+Added: to Trust unitholders.
+Added: Financial Risks
+Added: Trust Units may lose value as a result of title deficiencies with respect to the Underlying
reserves attributable to the Underlying Properties are depleting assets and production from
3 unchanged sentences
and production.
−Removed: amount of cash available for distribution by the Trust will be reduced by the amount of any
−Removed: costs and expenses related to the Underlying Properties and other costs and expenses incurred
−Removed: by the Trust;
+Added: Therefore, proceeds to the Trust and cash distributions to Trust unitholders
+Added: will decrease over time.
+Added: increase in the differential between the price realized by the Sponsor for oil and natural
+Added: gas produced from the Underlying Properties and the NYMEX or other benchmark price of oil
+Added: or natural gas could reduce the net profits payable to the Trust and, therefore, the cash
+Added: distributions by the Trust and the value of the Trust Units.
+Added: production and development costs and expenses related to the Underlying Properties and other
+Added: costs and expenses incurred by the Trust, without concurrent increases in revenue, will reduce
+Added: the amount of cash available for distribution to Trust unitholders.
Trust has established a cash reserve for contingent liabilities and to pay expenses in accordance
1 unchanged sentence
to Trust unitholders.
+Added: amount of cash available for distribution by the Trust could be reduced by expenses caused
+Added: by uninsured claims.
Sponsor’s ability to perform its obligations to the Trust could be limited by restrictions
5 unchanged sentences
with respect to the Net Profits Interest attributable to properties in Louisiana and New
−Removed: Trust is passive in nature and neither the Trust nor the Trust unitholders have any ability
−Removed: to influence the Sponsor or control the operations or development of the Underlying Properties;
−Removed: Sponsor may transfer all or a portion of the Underlying Properties at any time without Trust
−Removed: unitholder consent, subject to specified limitations;
−Removed: certain circumstances, the Trustee must sell the Net Profits Interest and dissolve the Trust
−Removed: prior to the expected termination of the Trust.
−Removed: As a result, Trust unitholders may not recover
−Removed: their investment;
−Removed: of interest could arise between the Sponsor and its affiliates, on the one hand, and the
−Removed: Trust and the Trust unitholders, on the other hand;
−Removed: Trust is administered by a Trustee who cannot be replaced except by a majority vote of the
−Removed: Trust unitholders at a special meeting which may make it difficult for Trust unitholders
−Removed: to remove or replace the Trustee;
−Removed: the Trust cannot meet the New York Stock Exchange continued listing requirements, the NYSE
−Removed: may delist the Trust Units;
−Removed: trading price for the Trust Units may not reflect the value of the Net Profits Interest held
−Removed: by the Trust;
−Removed: operations of the Underlying Properties are subject to environmental laws and regulations
−Removed: that could adversely affect the cost, manner or feasibility of conducting operations on them
−Removed: or result in significant costs and liabilities;
−Removed: operations on the Underlying Properties are subject to complex federal, state, local and
−Removed: other laws and regulations that could adversely affect the cost, manner or feasibility of
−Removed: conducting operations on them or expose the operator to significant liabilities;
−Removed: change laws and regulations restricting emissions of “greenhouse gases”
−Removed: result in increased operating costs and reduced demand for the oil and natural gas that the
−Removed: operators produce while the physical effects of climate change could disrupt their production
−Removed: and cause them to incur significant costs in preparing for or responding to those effects;
−Removed: and state legislative and regulatory initiatives relating to hydraulic fracturing could result
−Removed: in increased costs and additional operating restrictions or delays as well as adversely affect
−Removed: the services of the operators of the Underlying Properties;
−Removed: Cyber-attacks
−Removed: or other failures in telecommunications or information technology systems could result in
−Removed: information theft, data corruption and significant disruption of the Sponsor’s business
−Removed: the IRS were to determine (and be sustained in that determination) that the Trust is not
−Removed: a “grantor trust”
−Removed: federal income tax purposes, the Trust could be subject
−Removed: to more complex and costly tax reporting requirements that could reduce the amount of cash
−Removed: available for distribution to Trust unitholders;
+Added: Risks Related to the Structure of the Trust
+Added: The Trust is passive
+Added: in nature and neither the Trustee nor the Trust unitholders have any ability to influence
+Added: the Sponsor or control the operations or development of the Underlying Properties.
+Added: Subject to specified
+Added: limitations, the Sponsor may transfer all or a portion of the Underlying Properties at any
+Added: time without Trust unitholder consent.
+Added: Under certain circumstances,
+Added: the Trustee must sell the Net Profits Interest and dissolve the Trust prior to the expected
+Added: termination of the Trust.
+Added: As a result, Trust unitholders may not recover their investment.
+Added: Conflicts of interest
+Added: could arise between the Sponsor and its affiliates, on the one hand, and the Trust and the
+Added: Trust unitholders, on the other hand.
+Added: The Trust is administered
+Added: by a Trustee who cannot be replaced except by a majority vote of the Trust unitholders at
+Added: a special meeting, which may make it difficult for Trust unitholders to remove or replace
+Added: Trust unitholders
+Added: have limited ability to enforce provisions of the Conveyance, and the Sponsor’s liability
+Added: to the Trust is limited.
+Added: Financial information
+Added: of the Trust is not prepared in accordance with GAAP.
+Added: The Trust is a smaller
+Added: reporting company and benefits from certain reduced governance and disclosure requirements,
+Added: including that the Trust’s independent registered public accounting firm is not required
+Added: to attest to the effectiveness of the Trust’s internal control over financial reporting.
+Added: The Trust cannot be certain if the omission of reduced disclosure requirements applicable
+Added: to smaller reporting companies will make the Trust Units less attractive to investors.
+Added: Risks Related to Ownership of the Trust Units
+Added: If the Trust cannot
+Added: meet the New York Stock Exchange continued listing requirements, the NYSE may delist the
+Added: The Sponsor may sell
+Added: Trust Units in the public or private markets, and such sales may have an adverse impact on
+Added: the trading price of the Trust Units.
+Added: The trading price
+Added: for the Trust Units may not reflect the value of the Net Profits Interest held by the Trust.
+Added: Courts outside of
+Added: Delaware may not recognize the limited liability of Trust unitholders provided under Delaware
+Added: Legal, Environmental and Regulatory Risks
+Added: The operations of
+Added: the Underlying Properties are subject to environmental laws and regulations that could adversely
+Added: affect the cost, manner or feasibility of conducting operations on them or result in significant
+Added: costs and liabilities, which could reduce the amount of cash available for distribution to
+Added: Trust unitholders.
+Added: The operations on
+Added: the Underlying Properties are subject to complex federal, state, local and other laws and
+Added: regulations that could adversely affect the cost, manner or feasibility of conducting operations
+Added: on them or expose the operator to significant liabilities, which could reduce the amount
+Added: of cash available for distribution to Trust unitholders.
+Added: Climate change laws
+Added: and regulations restricting emissions of “greenhouse gases”
+Added: could result in increased
+Added: operating costs and reduced demand for the oil and natural gas that the operators produce
+Added: while the physical effects of climate change could disrupt their production and cause them
+Added: to incur significant costs in preparing for or responding to those effects.
+Added: Federal and state
+Added: legislative and regulatory initiatives relating to hydraulic fracturing could result in increased
+Added: costs and additional operating restrictions or delays as well as adversely affect the services
+Added: of the operators of the Underlying Properties.
+Added: Cybersecurity Risks
+Added: Cyber-attacks or other
+Added: failures in telecommunications or information technology systems could result in information
+Added: theft, data corruption and significant disruption of the Sponsor’s or the Trustee’s
+Added: Tax Risks Related to the Trust Units
+Added: If the IRS were to
+Added: determine (and be sustained in that determination) that the Trust is not a “grantor
+Added: federal income tax purposes, the Trust could be subject to more complex
+Added: and costly tax reporting requirements that could reduce the amount of cash available for
+Added: distribution to Trust unitholders.
+Added: Trust unitholders
are required to pay taxes on their share of the Trust’s income even if they do not
receive any cash distributions from the Trust.
+Added: A portion of any tax
+Added: gain on the disposition of the Trust Units could be taxed as ordinary income.
+Added: The Trust allocates
+Added: its items of income, gain, loss and deduction between transferors and transferees of the
+Added: Trust Units each month based upon the ownership of the Trust Units on the monthly record
+Added: date, instead of on the basis of the date a particular Trust Unit is transferred.
+Added: may challenge this treatment, which could change the allocation of items of income, gain,
+Added: loss and deduction among the Trust unitholders.
BUSINESS AND OPERATING RISKS
7 unchanged sentences
among others:
−Removed: regional, domestic and foreign supply and perceptions of supply
−Removed: of oil and natural gas;
−Removed: the level of demand and perceptions of demand for oil and natural
−Removed: political conditions or hostilities in oil and natural gas producing
−Removed: armed conflict between Russia and Ukraine and the potential destabilizing effect such conflict
−Removed: may pose for the global oil and gas markets;
−Removed: anticipated future prices of oil and natural gas and other commodities;
−Removed: weather conditions and seasonal trends;
−Removed: technological advances affecting energy consumption and energy
−Removed: and worldwide economic conditions;
−Removed: the occurrence or threat of epidemic or pandemic diseases, such as
−Removed: the COVID-19 pandemic, or any government response to such occurrence or threat;
−Removed: the price and availability of alternative fuels;
−Removed: the proximity, capacity, cost and availability of gathering
−Removed: and transportation facilities;
−Removed: the volatility and uncertainty of regional pricing differentials;
−Removed: governmental regulations and taxation;
−Removed: energy conservation and environmental measures;
+Added: regional, domestic
+Added: and foreign supply and perceptions of supply of oil and natural gas;
+Added: the level of demand
+Added: and perceptions of demand for oil and natural gas;
+Added: political conditions
+Added: or hostilities in oil and natural gas producing regions;
+Added: the armed conflicts
+Added: between Russia and Ukraine and between Israel and Hamas and the potential destabilizing effects
+Added: such conflicts may pose for the global oil and gas markets;
+Added: the actions of OPEC,
+Added: its members and other oil-producing nations, such as Russia, relating to oil price and production
+Added: levels, including announcements of potential changes to such levels;
+Added: the levels of production
+Added: of oil and natural gas of non-OPEC countries;
+Added: anticipated future
+Added: prices of oil and natural gas and other commodities;
+Added: weather conditions
+Added: and seasonal trends;
+Added: technological advances
+Added: affecting energy consumption and energy supply;
+Added: and worldwide
+Added: economic conditions;
+Added: the occurrence or threat
+Added: of epidemic or pandemic diseases, such as the COVID-19 pandemic, or any government response
+Added: to such occurrence or threat;
+Added: the price and availability
+Added: of alternative fuels;
+Added: the proximity, capacity,
+Added: cost and availability of gathering and transportation facilities;
+Added: the volatility and
+Added: uncertainty of regional pricing differentials;
+Added: governmental regulations
+Added: and taxation;
+Added: energy conservation
+Added: and environmental measures;
acts of force majeure.
4 unchanged sentences
resulted in an unprecedented decline in demand for oil and natural gas.
−Removed: During 2020, the WTI spot price for oil briefly fell to a low
−Removed: of negative $37.63 per barrel and the Henry Hub spot price reached a low of $1.33.
−Removed: Although worldwide demand for oil and natural gas
−Removed: recovered in 2021 and 2022, governmental responses to COVID-19 remain dynamic, with certain countries, such as China, continuing
−Removed: to impose periodic lockdowns in response to rising case numbers.
−Removed: To the extent strains or variants of COVID-19 resurge, or if other
−Removed: epidemic or pandemic diseases or other public health event were to occur, the negative impact to global demand for oil and natural gas
−Removed: could be material.
+Added: The effects of the economic disruption caused by the governmental
+Added: responses to the COVID-19 pandemic continued to be felt through 2023, in the form of lingering supply chain disruptions, higher inflation
+Added: and higher interest rates, which affected supply and demand for oil and natural gas.
+Added: Meanwhile, as strains or variants of COVID-19
+Added: resurge, or if other epidemic or pandemic diseases or other public health event were to occur, the negative impact to global demand for
+Added: oil and natural gas could be material.
substantial or extended decline in oil or natural gas prices will reduce profits to which the Trust is entitled and therefore the
19 unchanged sentences
could reduce future cash distributions to Trust unitholders.
+Added: Sustained lower prices of oil and natural gas also could negatively affect
+Added: the price of the Trust Units and the qualification of the Trust Units to remain listed on the New York Stock Exchange.
The Sponsor has not entered into any hedge contracts
−Removed: relating to oil and natural gas volumes expected to be produced on behalf of the Trust, and the terms of the Conveyance of the Net Profits
−Removed: Interest prohibit the Sponsor from entering into new hedging arrangements burdening the Trust.
−Removed: As a result, all production in which the
−Removed: Trust has an interest is unhedged, and the amount of the cash distributions is subject to the possibility of greater fluctuations due
−Removed: to changes in oil and natural gas prices.
+Added: relating to oil and natural gas volumes expected to be produced on behalf of the Trust, and the terms of the Conveyance prohibit the
+Added: Sponsor from entering into new hedging arrangements burdening the Trust.
+Added: As a result, all production in which the Trust has an interest
+Added: is unhedged, and the amount of cash available for distribution may be subject to greater fluctuations due to changes in oil and natural
Actual reserves and future production may
5 unchanged sentences
of oil and natural gas in an exact way, and estimating reserves is inherently uncertain.
−Removed: Ultimately, actual production and revenues for
+Added: Ultimately, actual production and revenues from
the Underlying Properties could vary both positively and negatively and in material amounts from estimates.
3 unchanged sentences
that include:
−Removed: historical production from the area compared with production
−Removed: rates from other producing areas;
−Removed: oil and natural gas prices, production levels, Btu content,
−Removed: production expenses, transportation costs, severance and excise taxes and development expenses;
−Removed: the assumed effect of expected governmental regulation and
−Removed: future tax rates.
+Added: historical production
+Added: from the area compared with production rates from other producing areas;
+Added: oil and natural gas
+Added: prices, production levels, Btu content, production expenses, transportation costs, severance
+Added: and excise taxes and development expenses;
+Added: the availability of
+Added: enhanced recovery techniques;
+Added: relationships with
+Added: landowners, operators, pipeline companies and others;
+Added: the assumed effect
+Added: of expected governmental regulation and future tax rates.
Changes in these assumptions and amounts of actual
8 unchanged sentences
and $2.637 per Mcf of natural gas.
−Removed: The ability or willingness of OPEC and
−Removed: other oil exporting nations to set and maintain production levels has a significant impact on oil and natural gas commodity prices, which
−Removed: could reduce the amount of cash available for distribution to Trust unitholders.
+Added: The ability or willingness of OPEC and other
+Added: oil exporting nations to set and maintain production levels has a significant impact on oil and natural gas commodity prices, which could
+Added: reduce the amount of cash available for distribution to Trust unitholders.
OPEC is an intergovernmental
3 unchanged sentences
For example, OPEC and certain
−Removed: other oil exporting nations have previously agreed to take measures, including production cuts, to support crude oil prices There can
−Removed: be no assurance that OPEC members and other oil exporting nations will agree to future production cuts or other actions to support and
−Removed: stabilize oil prices, nor can there be any assurance that they will not further reduce oil prices or increase production.
−Removed: regarding future actions to be taken by OPEC members or other oil exporting countries could lead to a continuation in the volatility
−Removed: in the price of oil, which could adversely affect the financial condition and economic performance of the operators of the underlying
−Removed: properties and may reduce the net proceeds to which the Trust is entitled, which could materially reduce or completely eliminate the
−Removed: amount of cash available for distribution to Trust unitholders.
+Added: other oil exporting nations have previously agreed to take measures, including production cuts, to support crude oil prices OPEC members
+Added: and other oil exporting nations might not agree to future production cuts or other actions to support and stabilize oil prices, and they
+Added: may not reduce oil prices or increase production in the future.
+Added: Uncertainty regarding future actions that OPEC members or other oil exporting
+Added: countries may take could lead to continued volatility in the price of oil, which could adversely affect the financial condition and economic
+Added: performance of the operators of the Underlying Properties and may reduce the net proceeds to which the Trust is entitled, which could
+Added: materially reduce or completely eliminate the amount of cash available for distribution to Trust unitholders.
Third-party operators are the operators
7 unchanged sentences
or efficiently perform operations, a third-party operator’s breach of the applicable operating agreements or a third-party operator’s
−Removed: failure to act in ways that are in the Sponsor’s or the Trust’s best interests could reduce production and revenues.
−Removed: none of the third-party operators of the Underlying Properties is obligated to undertake any development activities, so any development
−Removed: and production activities will be subject to their reasonable discretion.
−Removed: The success and timing of drilling and development activities
−Removed: on properties operated by the third-party operators, therefore, depends on a number of factors that will be largely outside of the Sponsor’s
−Removed: control, including:
−Removed: the timing and amount of capital expenditures, which could
−Removed: be significantly more than anticipated;
−Removed: the availability of suitable drilling equipment, production
−Removed: and transportation infrastructure and qualified operating personnel;
−Removed: the third-party operators’
−Removed: expertise, operating efficiency
−Removed: and financial resources;
−Removed: approval of other participants in drilling wells;
−Removed: the selection of technology;
−Removed: the selection of counterparties for the sale of production;
−Removed: the rate of production of the reserves.
+Added: failure to act in ways that are in the Sponsor’s or the Trust’s best interests could reduce production and revenues and therefore,
+Added: proceeds payable to the Trust and, ultimately, cash available for distribution to Trust unitholders.
+Added: Further, none of the third-party
+Added: operators of the Underlying Properties is obligated to undertake any development activities, so any development and production activities
+Added: will be subject to their reasonable discretion.
+Added: Therefore, the success and timing of drilling and development activities on properties
+Added: operated by the third-party operators depend on factors that are largely outside of the Sponsor’s control, including:
+Added: timing and amount of capital expenditures, which could be significantly more than anticipated;
+Added: the availability of
+Added: suitable drilling equipment, production and transportation infrastructure and qualified operating
+Added: third-party operators’
+Added: expertise, operating efficiency and financial resources;
+Added: of other participants in drilling wells;
+Added: selection of technology;
+Added: selection of counterparties for the sale of production;
+Added: rate of production of the reserves.
The third-party operators may elect not to undertake
12 unchanged sentences
The process of developing oil and natural gas
−Removed: wells and producing oil and natural gas on the Underlying Properties is subject to numerous risks beyond the Trust’s, the Sponsor’s
−Removed: and the third party operators’
−Removed: control, including risks that could delay the operators’
−Removed: current drilling or production schedule
−Removed: and the risk that drilling will not result in commercially viable oil or natural gas production.
−Removed: The ability of the operators to carry
−Removed: out operations or to finance planned development expenses could be materially and adversely affected by any factor that may curtail,
−Removed: delay, reduce or cancel development and production, including:
−Removed: reductions in oil or natural gas prices;
−Removed: delays imposed by or resulting from compliance with regulatory
−Removed: requirements, including permitting;
−Removed: unusual or unexpected geological formations;
−Removed: shortages of or delays in obtaining equipment and qualified
−Removed: lack of available gathering facilities or delays in construction
−Removed: of gathering facilities;
−Removed: lack of available capacity on interconnecting transmission
−Removed: equipment malfunctions, failures or accidents;
−Removed: unexpected operational events and drilling conditions;
−Removed: market limitations for oil or natural gas;
−Removed: pipe or cement failures;
−Removed: casing collapses;
−Removed: lost or damaged drilling and service tools;
−Removed: loss of drilling fluid circulation;
−Removed: uncontrollable flows of oil and natural gas, inert gas, water
−Removed: or drilling fluids;
−Removed: fires and natural disasters;
−Removed: environmental hazards, such as oil and natural gas leaks,
−Removed: pipeline ruptures and discharges of toxic gases;
−Removed: adverse weather conditions;
−Removed: oil or natural gas property title problems.
+Added: wells and producing oil and natural gas on the Underlying Properties is subject to numerous risks beyond the control of the Trust, the
+Added: Sponsor or the third-party operators, including risks that could delay the operators’
+Added: current drilling or production schedule and
+Added: the risk that drilling will not result in commercially viable oil or natural gas production.
+Added: The ability of the operators to carry out
+Added: operations or to finance planned development expenses could be materially and adversely affected by any factor that may curtail, delay,
+Added: reduce or cancel development and production, including:
+Added: in oil or natural gas prices;
+Added: delays imposed by or
+Added: resulting from compliance with environmental and other governmental or regulatory requirements,
+Added: including permitting;
+Added: or unexpected geological formations;
+Added: of or delays in obtaining equipment and qualified personnel;
+Added: lack of available gathering,
+Added: transportation and processing facilities, including availability on commercially reasonable
+Added: terms, or delays in construction of gathering facilities;
+Added: of available capacity on interconnecting transmission pipelines;
+Added: malfunctions, failures or accidents;
+Added: operational events and drilling conditions;
+Added: limitations for oil or natural gas;
+Added: or cement failures;
+Added: or damaged drilling and service tools;
+Added: of drilling fluid circulation;
+Added: uncontrollable
+Added: flows of oil and natural gas, inert gas, water or drilling fluids;
+Added: explosions, fires and natural disasters;
+Added: environmental hazards,
+Added: such as oil and natural gas leaks, pipeline ruptures and discharges of toxic gases or other
+Added: pollutants into the surface or subsurface environment;
+Added: weather conditions;
+Added: or natural gas property title problems or legal disputes regarding leasehold rights.
If planned operations, including drilling of development
wells, are delayed or cancelled, or if existing wells or development wells experience production below anticipated levels due to one
−Removed: or more of the foregoing factors or for any other reason, estimated future distributions to Trust unitholders may be reduced.
−Removed: If an operator
−Removed: incurs increased costs due to one or more of the foregoing factors or for any other reason and is unable to recover such costs from insurance,
−Removed: estimated future distributions to Trust unitholders may be reduced.
+Added: or more of the foregoing factors or for any other reason, future distributions to Trust unitholders may be reduced.
+Added: If an operator incurs
+Added: increased costs due to one or more of the foregoing factors or for any other reason and is unable to recover such costs from insurance,
+Added: future distributions to Trust unitholders may be reduced.
Shortages of equipment, services and qualified
−Removed: personnel could increase costs of developing and operating the Underlying Properties and result in a reduction in the amount of cash
−Removed: available for distribution to the Trust unitholders.
+Added: personnel could increase costs of developing and operating the Underlying Properties and reduce the amount of cash available for distribution
+Added: to Trust unitholders.
The demand for qualified and experienced personnel
7 unchanged sentences
field personnel and equipment or price increases could hinder the ability of the operators of the Underlying Properties to conduct the
−Removed: operations which they currently have planned for the Underlying Properties, which would reduce the amount of cash received by the Trust
−Removed: and available for distribution to the Trust unitholders.
−Removed: The generation of profits for distribution
+Added: operations that they currently have planned for the Underlying Properties, which would reduce the amount of cash received by the Trust
+Added: and available for distribution to Trust unitholders.
+Added: The amount of cash available for distribution
by the Trust depends in part on access to and operation of gathering, transportation and processing facilities.
15 unchanged sentences
or New Mexico could adversely impact the results of operations and cash flows of the Underlying Properties and reduce the amount of cash
−Removed: available for distributions to Trust unitholders.
+Added: available for distribution to Trust unitholders.
The operations of the Underlying Properties are
4 unchanged sentences
could disproportionately expose the Trust’s interests to operational and regulatory risk in these areas.
−Removed: Due to the lack of diversification
−Removed: in geographic location, adverse developments in exploration and production of oil and natural gas in any of these areas of operation
−Removed: could have a significantly greater impact on the results of operations and cash flows of the Underlying Properties than if the operations
−Removed: were more diversified.
+Added: Due to the lack of geographic
+Added: diversification, adverse developments in exploration and production of oil and natural gas in any of these areas of operation could have
+Added: a significantly greater impact on the results of operations and cash flows of the Underlying Properties than if the operations were more
FINANCIAL RISKS
11 unchanged sentences
If a material title problem
−Removed: were to arise, profits available for distribution to Trust unitholders, and the value of the Trust Units, may be reduced.
+Added: were to arise, net profits available for distribution to Trust unitholders, and the value of the Trust Units, may be reduced.
The reserves attributable to the Underlying
4 unchanged sentences
to the Trust and cash distributions to Trust unitholders will decrease over time.
−Removed: The profits payable to the Trust attributable
+Added: The net profits payable to the Trust attributable
to the Net Profits Interest are derived from the sale of production of oil and natural gas from the Underlying Properties.
30 unchanged sentences
the price realized by the Sponsor for oil or natural gas produced from the Underlying Properties and the NYMEX or other benchmark price
−Removed: of oil or natural gas could reduce the profits to the Trust and, therefore, the cash distributions by the Trust and the value of Trust
+Added: of oil or natural gas could reduce the net profits payable to the Trust and, therefore, the cash distributions by the Trust and the value
+Added: of the Trust Units.
The prices received for the Sponsor’s oil
7 unchanged sentences
natural gas could reduce the profits to the Trust, the cash distributions by the Trust and the value of the Trust Units.
−Removed: The amount of cash available for distribution
−Removed: by the Trust will be reduced by the amount of any costs and expenses related to the Underlying Properties and other costs and expenses
−Removed: incurred by the Trust.
−Removed: Trust will indirectly bear an 80% share of all costs and expenses related to the Underlying Properties, such as direct operating and
−Removed: development expenses, which will reduce the amount of cash received by the Trust and thereafter distributable to Trust unitholders.
−Removed: higher costs and expenses related to the Underlying Properties will directly decrease the amount of cash received by the Trust in respect
−Removed: of its Net Profits Interest.
−Removed: Historical costs may not be indicative of future costs.
−Removed: For example, the third-party operators may in the
−Removed: future propose additional drilling projects that significantly increase the capital expenditures associated with the Underlying Properties,
−Removed: which could reduce cash available for distribution by the Trust.
−Removed: During 2022, the Sponsor established a cash reserve for approved development
−Removed: expenses by withholding funds from time to time from the net profits payable to the Trust.
−Removed: The reserve is intended to fund an expected
−Removed: increase in such expenses;
−Removed: however, if those expenses are ultimately delayed or are less than expected, or if the outlook changes,
−Removed: amounts reserved but unspent will be released as an incremental cash distribution in a future period.
−Removed: As of December 31, 2022, this
−Removed: cash reserve for development expenses was $1.0 million.
−Removed: In addition, cash available for distribution by the Trust will be further reduced
−Removed: by the Trust’s general and administrative expenses.
+Added: Higher production and development costs
+Added: and expenses related to the Underlying Properties and other costs and expenses incurred by the Trust, without concurrent increases in
+Added: revenue, will reduce the amount of cash available for distribution to Trust unitholders.
+Added: The Trust indirectly bears an 80% share of all
+Added: costs and expenses related to the Underlying Properties, such as direct operating and development expenses, which reduces the amount
+Added: of cash received by the Trust and thereafter distributable to Trust unitholders.
+Added: Accordingly, higher costs and expenses related to the
+Added: Underlying Properties will directly decrease the amount of cash received by the Trust in respect of its Net Profits Interest.
+Added: costs may not be indicative of future costs.
+Added: For example, the third-party operators may in the future propose additional drilling projects
+Added: that significantly increase the capital expenditures associated with the Underlying Properties, which could reduce cash available for
+Added: distribution by the Trust.
+Added: In addition, cash available for distribution by the Trust will be further reduced by the Trust’s general
+Added: and administrative expenses.
If direct operating and development expenses on
13 unchanged sentences
distribution to Trust unitholders.
−Removed: In November 2021, the Trustee notified the
−Removed: Sponsor of the Trustee’s intent to build a cash reserve of approximately $2.3 million for the payment of future known, anticipated
−Removed: or contingent expenses or liabilities of the Trust.
−Removed: Since February 2022, the Trustee has been withholding $37,833, and in the future,
−Removed: commencing with the distribution to Trust unitholders payable in April 2023, intends to withhold $50,000, from the funds otherwise
−Removed: available for distribution each month to gradually build the reserve.
−Removed: As of December 31, 2022, the cumulative cash reserve balance
−Removed: was $390,497.
−Removed: The Trustee may increase or decrease the targeted amount at any time, and may increase or decrease the rate at which it
−Removed: is withholding funds to build the cash reserve at any time, without advance notice to the Trust unitholders.
+Added: November 2021, the Trustee notified the Sponsor of the Trustee’s intent to build a cash reserve for the payment of future
+Added: known, anticipated or contingent expenses or liabilities of the Trust.
+Added: From February 2022 through March 2023, the Trustee withheld
+Added: $37,833, and commencing with the distribution to Trust unitholders paid in April 2023 has been withholding and, in the future, intends
+Added: to withhold $50,000, from the funds otherwise available for distribution each month to gradually build a cash reserve of approximately
+Added: $2.3 million.
+Added: As of December 31, 2023, the cumulative cash reserve balance was $941,386.
+Added: The Trustee may increase or decrease
+Added: the targeted amount at any time, and may increase or decrease the rate at which it is withholding funds to build the cash reserve at
+Added: any time, without advance notice to the Trust unitholders.
The amount of cash available for distribution
2 unchanged sentences
potential losses that it believes is customary in its industry.
−Removed: The Sponsor currently maintains general liability insurance and excess
−Removed: liability coverage.
+Added: COERT currently maintains general liability insurance and excess liability
The Sponsor’s excess liability coverage and general liability insurance do not have deductibles.
−Removed: liability insurance covers the Sponsor and its subsidiaries for legal and contractual liabilities arising out of bodily injury or property
−Removed: damage, including any resulting loss of use to third parties, and for sudden and accidental pollution or environmental liability, while
−Removed: the excess liability coverage is in addition to and triggered if the general liability per occurrence limit is reached.
−Removed: the Sponsor maintains control of well insurance with per occurrence limits depending on the status of the well and deductibles consistent
−Removed: with industry standards.
−Removed: The Sponsor’s general liability insurance and excess liability policies do not provide coverage with respect
−Removed: to legal and contractual liabilities of the Trust, and the Trust does not maintain such coverage since it is passive in nature and does
−Removed: not have any ability to influence the Sponsor or control the operations or development of the Underlying Properties.
−Removed: However, the Trust
−Removed: unitholders may indirectly benefit from the Sponsor’s insurance coverage to the extent that insurance proceeds offset or reduce
−Removed: any costs or expenses that are deducted when calculating the net profits attributable to the Trust.
+Added: The general liability
+Added: insurance covers the Sponsor and its subsidiaries for legal and contractual liabilities arising out of bodily injury or property damage,
+Added: including any resulting loss of use to third parties, and for sudden and accidental pollution or environmental liability, while the excess
+Added: liability coverage is in addition to and triggered if the general liability per occurrence limit is reached.
+Added: In addition, the Sponsor
+Added: maintains control of well insurance with per occurrence limits depending on the status of the well and deductibles consistent with industry
+Added: The Sponsor’s general liability insurance and excess liability policies do not provide coverage with respect to legal
+Added: and contractual liabilities of the Trust, and the Trust does not maintain such coverage since it is passive in nature and does not have
+Added: any ability to influence the Sponsor or control the operations or development of the Underlying Properties.
The Sponsor does not currently have any insurance
−Removed: policies in effect that are intended to provide coverage for losses solely related to hydraulic fracturing operations;
−Removed: however, the Sponsor
−Removed: believes its general liability and excess liability insurance policies would cover third-party claims related to hydraulic fracturing
−Removed: operations in accordance with, and subject to, the terms of such policies.
−Removed: These policies may not cover fines, penalties or costs and
−Removed: expenses related to government-mandated cleanup of pollution.
−Removed: In addition, these policies do not provide coverage for all liabilities,
−Removed: and there can be no assurance that the insurance coverage will be adequate to cover claims that may arise or that the Sponsor will be
−Removed: able to maintain adequate insurance at rates it considers reasonable.
−Removed: The occurrence of an event not fully covered by insurance could
−Removed: result in a significant decrease in the amount of cash available for distribution by the Trust.
−Removed: The Trust does not maintain any type
−Removed: of insurance against any of the risks of conducting oil and gas exploration and production, hydraulic fracturing operations, or related
+Added: policies in effect that are intended to provide coverage for losses solely related to hydraulic fracturing operations, other than its
+Added: general liability and excess liability insurance policies that may cover third-party claims related to hydraulic fracturing operations
+Added: in accordance with, and subject to, the terms of such policies.
+Added: These policies may not cover fines, penalties or costs and expenses related
+Added: to government-mandated cleanup of pollution.
+Added: In addition, these policies do not provide coverage for all liabilities, and the insurance
+Added: coverage may not be adequate to cover claims that may arise;
+Added: moreover, the Sponsor may not be able to maintain adequate insurance at
+Added: rates it considers reasonable.
+Added: The occurrence of an event not fully covered by insurance could result in a significant decrease in the
+Added: amount of cash available for distribution by the Trust.
+Added: The Trust does not maintain any type of insurance against any of the risks of
+Added: conducting oil and gas exploration and production, hydraulic fracturing operations, or related activities.
Sponsor’s ability to perform its obligations to the Trust could be limited by restrictions under its debt agreements .
39 unchanged sentences
Sponsor’s bankruptcy estate.
−Removed: However, to the extent that were not the case, or to the extent Louisiana or New Mexico law were held
+Added: However, if the bankruptcy court were to hold otherwise, or if Louisiana or New Mexico law were held
to be applicable, the Net Profits Interest might be considered an asset of the bankruptcy estate and used to satisfy obligations to creditors
3 unchanged sentences
The Trust is passive in nature and neither
−Removed: the Trust nor the Trust unitholders have any ability to influence the Sponsor or control the operations or development of the Underlying
+Added: the Trustee nor the Trust unitholders have any ability to influence the Sponsor or control the operations or development of the Underlying
The Trust Units are a passive investment that
−Removed: entitles the Trust unitholder to only receive cash distributions from the Net Profits Interest.
−Removed: Trust unitholders have no voting rights
−Removed: with respect to the Sponsor and, therefore, have no managerial, contractual or other ability to influence the Sponsor’s or the
−Removed: third-party operators’
+Added: entitles the Trust unitholders to only receive cash distributions derived from the Net Profits Interest.
+Added: Trust unitholders have no voting
+Added: rights with respect to the Sponsor and, therefore, have no managerial, contractual or other ability to influence the Sponsor’s
+Added: or the third-party operators’
activities or the operations of the Underlying Properties.
7 unchanged sentences
with regulatory requirements and other matters that affect the property.
−Removed: The Sponsor may transfer all or a portion
−Removed: of the Underlying Properties at any time without Trust unitholder consent, subject to specified limitations.
+Added: Neither the Trustee nor the Trust unitholders have any contractual
+Added: ability to influence or control the field operations of, sale of oil or natural gas from, or any future development of, the Underlying
+Added: The current operators developing the Underlying Properties are under no obligations to continue operations on the Underlying
+Added: Neither the Trustee nor the Trust unitholders have the right to replace an operator.
+Added: Subject to specified limitations, the Sponsor
+Added: may transfer all or a portion of the Underlying Properties at any time without Trust unitholder consent.
The Sponsor at any time may transfer all or part
2 unchanged sentences
Trust unitholders will not be entitled to vote on any
−Removed: transfer or abandonment of the Underlying Properties, and the Trust will not receive any profits from any such transfer, except in the
−Removed: limited circumstances when the Net Profits Interest is released in connection with such transfer, in which case the Trust will receive
−Removed: an amount equal to the fair market value (net of sales costs) of the Net Profits Interest released.
−Removed: Following any sale or transfer of
−Removed: any of the Underlying Properties, if the Net Profits Interest is not released in connection with such sale or transfer, the Net Profits
+Added: transfer or abandonment of the Underlying Properties, and the Trust will not receive any net proceeds from any such transfer, except
+Added: in the limited circumstances when the Net Profits Interest is released in connection with such transfer, in which case the Trust will
+Added: receive an amount equal to the fair market value (net of sales costs) of the Net Profits Interest released.
+Added: Following any sale or transfer
+Added: of any of the Underlying Properties, if the Net Profits Interest is not released in connection with such sale or transfer, the Net Profits
Interest will continue to burden the transferred property and net profits attributable to such property will be calculated as part of
3 unchanged sentences
addition, the Sponsor may, without the consent of the Trust unitholders, require the Trustee to release the Net Profits Interest associated
−Removed: with any lease that accounts for 0.25% or less of the total production from the Underlying Properties in the prior 12 months and provided
−Removed: that the Net Profits Interest covered by such releases cannot exceed, during any 12-month period, an aggregate fair market value to the
−Removed: Trust of $500,000.
−Removed: These releases will be made only in connection with a sale by the Sponsor to a non-affiliate of the relevant Underlying
−Removed: Properties and are conditioned upon an amount equal to the fair market value of such Net Profits Interest being treated as an offset
−Removed: amount against costs and expenses.
−Removed: In September 2021, the Sponsor entered into a lease arrangement with respect to a portion
−Removed: of the mineral rights relating to certain of the Underlying Properties located in Borden County, Texas, for total estimated proceeds
−Removed: of $82,500 (approximately $63,000 net to the Trust’s 80% Net Profits Interest).
+Added: with any lease that accounts for no more than 0.25% the total production from the Underlying Properties in the prior 12 months, provided
+Added: that the Net Profits Interest covered by such releases cannot exceed , during any 12-month period, an aggregate fair market value
+Added: to the Trust of $500,000.
+Added: These releases may be made only in connection with a sale by the Sponsor to a non-affiliate of the relevant
+Added: Underlying Properties and are conditioned upon an amount equal to the fair market value of such Net Profits Interest being treated as
+Added: an offset amount against costs and expenses.
+Added: For example, in May 2023, the Sponsor sold approximately $0.3 million in non-producing,
+Added: non-cash flowing acreage to a private oil company, free and clear of the Net Profits Interest, as permitted under the Trust Agreement.
+Added: The proceeds from this sale attributable to the Trust’s Net Profits Interest were included in the distribution that was paid to
+Added: Trust unitholders on August 14, 2023.
The third-party operators and the Sponsor may
16 unchanged sentences
of the Trust and the Trust unitholders.
−Removed: The Sponsor’s interests may conflict with those of the
−Removed: Trust and the Trust unitholders in situations involving the development, maintenance, operation or abandonment of certain wells on the
−Removed: Underlying Properties for which the Sponsor acts as the operator.
−Removed: The Sponsor also may make decisions with respect to development expenses
−Removed: that adversely affect the Underlying Properties.
−Removed: These decisions include reducing development expenses on properties for which the Sponsor
−Removed: acts as the operator, which could cause oil and natural gas production to decline at a faster rate and thereby result in lower cash distributions
−Removed: by the Trust in the future.
−Removed: The Sponsor may sell some or all the Underlying Properties
−Removed: without taking into consideration the interests of the Trust unitholders.
+Added: The Sponsor’s
+Added: interests may conflict with those of the Trust and the Trust unitholders in situations involving
+Added: the development, maintenance, operation or abandonment of certain wells on the Underlying
+Added: Properties for which the Sponsor acts as the operator.
+Added: The Sponsor also may make decisions
+Added: with respect to development expenses that adversely affect the Underlying Properties.
+Added: decisions include reducing development expenses on properties for which the Sponsor acts
+Added: as the operator, which could cause oil and natural gas production to decline at a faster
+Added: rate and thereby result in lower cash distributions by the Trust in the future.
+Added: The Sponsor may sell
+Added: some or all the Underlying Properties without taking into consideration the interests of
+Added: the Trust unitholders.
Such sales may not be in the best interests of the Trust unitholders.
These purchasers may lack the Sponsor’s experience or its creditworthiness.
−Removed: The Sponsor also has the right, under certain circumstances,
−Removed: to cause the Trustee to release all or a portion of the Net Profits Interest in connection with a sale of a portion of the Underlying
+Added: also has the right, under certain circumstances, to cause the Trustee to release all or a
+Added: portion of the Net Profits Interest in connection with a sale of a portion of the Underlying
Properties to which such Net Profits Interest relates.
−Removed: In such an event, the Trust is entitled to receive the fair value (net of sales
−Removed: costs) of the Net Profits Interest released.
−Removed: The Sponsor may sell its Trust Units without considering the
−Removed: effects such sale may have on Trust Unit prices or on the Trust itself.
−Removed: Additionally, the Sponsor can vote its Trust Units in its sole
−Removed: discretion without considering the interests of the other Trust unitholders.
−Removed: The Sponsor is not a fiduciary with respect to the Trust
−Removed: unitholders or the Trust and does not owe any fiduciary duties or liabilities to the Trust unitholders or the Trust.
+Added: In such an event, the Trust is entitled
+Added: to receive the fair value (net of sales costs) of the Net Profits Interest released.
+Added: The Sponsor may sell
+Added: its Trust Units without considering the effects such sale may have on Trust Unit prices or
+Added: on the Trust itself.
+Added: Additionally, the Sponsor can vote its Trust Units in its sole discretion
+Added: without considering the interests of the other Trust unitholders.
+Added: The Sponsor is not a fiduciary
+Added: with respect to the Trust unitholders or the Trust and does not owe any fiduciary duties
+Added: or liabilities to the Trust unitholders or the Trust.
The Trust is administered by a Trustee who
10 unchanged sentences
Trust unitholders have limited ability to
−Removed: enforce provisions of the Net Profits Interest, and the Sponsor’s liability to the Trust is limited.
+Added: enforce provisions of the Conveyance, and the Sponsor’s liability to the Trust is limited.
The Trust Agreement permits the Trustee to sue
−Removed: the Sponsor or any other future owner of the Underlying Properties to enforce the terms of the Conveyance creating the Net Profits Interest.
−Removed: If the Trustee does not take appropriate action to enforce provisions of the Conveyance, Trust unitholders’
−Removed: recourse would be limited
−Removed: to bringing a lawsuit against the Trustee to compel the Trustee to take specified actions.
−Removed: The Trust Agreement expressly limits a Trust
−Removed: unitholder’s ability to directly sue the Sponsor or any other third party other than the Trustee.
−Removed: As a result, Trust unitholders
−Removed: will not be able to sue the Sponsor or any future owner of the Underlying Properties to enforce these rights.
−Removed: Furthermore, the Conveyance
−Removed: provides that, except as set forth in the Conveyance, the Sponsor will not be liable to the Trust for the manner in which it performs
−Removed: its duties in operating the Underlying Properties as long as it acts without gross negligence or willful misconduct.
+Added: the Sponsor or any other future owner of the Underlying Properties to enforce the terms of the Conveyance.
+Added: If the Trustee does not take
+Added: appropriate action to enforce provisions of the Conveyance, Trust unitholders’
+Added: recourse would be limited to bringing a lawsuit
+Added: against the Trustee to compel the Trustee to take specified actions.
+Added: The Trust Agreement expressly limits a Trust unitholder’s
+Added: ability to directly sue the Sponsor or any other third party other than the Trustee.
+Added: As a result, Trust unitholders will not be able
+Added: to sue the Sponsor or any future owner of the Underlying Properties to enforce these rights.
+Added: Furthermore, the Conveyance provides that,
+Added: except as set forth in the Conveyance, the Sponsor will not be liable to the Trust for the manner in which it performs its duties in
+Added: operating the Underlying Properties as long as it acts without gross negligence or willful misconduct.
+Added: In addition, the Trust Agreement
+Added: provides that, to the fullest extent permitted by law, the Sponsor is not subject to fiduciary duties or liable for conflicts of interest
+Added: Financial information of the Trust is not
+Added: prepared in accordance with GAAP.
+Added: The financial statements of the Trust are prepared
+Added: on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted
+Added: in the United States, or GAAP.
+Added: Although this basis of accounting is permitted for royalty trusts by the SEC, the financial statements
+Added: of the Trust differ from GAAP financial statements because revenues are not accrued in the month of production, expenses are recorded
+Added: when paid and not when incurred, and cash reserves may be established for specified contingencies and deducted which could not be accrued
+Added: in GAAP financial statements.
+Added: The Trust is a smaller reporting company
+Added: and benefits from certain reduced governance and disclosure requirements, including that the Trust’s independent registered public
+Added: accounting firm is not required to attest to the effectiveness of the Trust’s internal control over financial reporting.
+Added: cannot be certain if the omission of reduced disclosure requirements applicable to smaller reporting companies will make the Trust Units
+Added: less attractive to investors.
+Added: Currently, the Trust is a “smaller reporting
+Added: company,”
+Added: meaning that the outstanding Trust Units held by nonaffiliates had a value of less than $250 million at the end
+Added: of the Trust’s most recently completed second fiscal quarter.
+Added: As a smaller reporting company, the Trust is not required to comply
+Added: with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, meaning the Trust’s auditors are
+Added: not required to attest to the effectiveness of the Trust’s internal control over financial reporting.
+Added: As a result, investors
+Added: and others may be less comfortable with the effectiveness of the Trust’s internal controls and the risk that material weaknesses
+Added: or other deficiencies in internal controls go undetected may increase.
+Added: In addition, as a smaller reporting company, the Trust takes advantage
+Added: of its ability to provide certain other less comprehensive disclosures in its SEC filings, including, among other things, providing only two
+Added: years of audited financial statements in annual reports.
+Added: Consequently, it may be more challenging for investors to analyze the Trust’s
+Added: results of operations and financial prospects, as the information the Trust provides to Trust unitholders may be different from
+Added: what one might receive from other public companies in which one holds shares.
+Added: As a smaller reporting company, the Trust is not required
+Added: to provide this information.
RISKS RELATED TO OWNERSHIP OF THE TRUST UNITS
21 unchanged sentences
shares would continue to trade on the NYSE, subject to compliance with other continued listing requirements.
−Removed: On September 25, 2020, the Trust received
−Removed: written notification from the NYSE that the Trust was not in compliance with the Minimum Price Requirement.
−Removed: Neither the Trust nor the
−Removed: Trustee has any control over the trading price of the Trust Units, nor does the Trust have the authority to cause a reverse split of
−Removed: the units or to take similar action designed to affect the trading price of the units without a vote from the Trust unitholders.
−Removed: the NYSE notified the Trust that the Trust had regained compliance with the Minimum Price Requirement as of February 26, 2021, it
−Removed: might be unable to maintain compliance, and would again become subject to the NYSE delisting procedures.
−Removed: The Sponsor may sell Trust Units in the
+Added: The Trust has fallen out
+Added: of compliance with the Minimum Price Requirement in the past, most recently in 2020, and although the Trust was able to regain compliance
+Added: within the applicable grace period, the Trust may be unable to maintain compliance in the future and could again become subject to the
+Added: NYSE delisting procedures.
+Added: Over the 30-day trading period that ended March 20, 2024, the closing price of the Trust Units on the
+Added: NYSE ranged from a high of $1.68 on February 8, 2024 to a low of $1.33 on March 20, 2024.
+Added: T he Sponsor may sell Trust Units in the
public or private markets, and such sales could have an adverse impact on the trading price of the Trust Units.
3 unchanged sentences
On June 22, 2022, pursuant to the
−Removed: Registration Rights Agreement between the Trust and the Sponsor (as the assignee of Enduro in connection with the Sale Transaction),
−Removed: the Trust filed a registration statement on Form S-3 registering the offering by the Sponsor of 8,600,000 Trust Units.
−Removed: registration statement was declared effective on July 7, 2022.
−Removed: Since then, the Sponsor has sold approximately 1.1 million Trust
−Removed: Units under the Registration Statement pursuant to a Rule 10b5-1 plan adopted in accordance with Rule 10b5-1 of the Exchange
+Added: Registration Rights Agreement between the Trust and the Sponsor, the Trust filed a registration statement on Form S-3 registering
+Added: the offering by the Sponsor of 8,600,000 Trust Units.
+Added: The registration statement was declared effective on July 7, 2022.
+Added: then, the Sponsor has sold approximately 1.2 million Trust Units under the Registration Statement pursuant to a Rule 10b5-1 trading
+Added: plan adopted in accordance with Rule 10b5-1 of the Exchange Act.
The trading price for the Trust Units may
41 unchanged sentences
variety of work practice and other requirements.
−Removed: In addition, in 2012 the EPA adopted federal New Source Performance Standards (“NSPS”) that
−Removed: require the reduction of volatile organic compound emissions from certain fractured and refractured natural gas wells for which well
−Removed: completion operations are conducted and further require that most wells use reduced emission completions, also known as “green
−Removed: completions.”
−Removed: These regulations also establish specific new requirements regarding emissions from production-related wet seal and
−Removed: reciprocating compressors, and from pneumatic controllers and storage vessels.
−Removed: In June 2016 the EPA published a second NSPS
−Removed: for oil and gas sources that requires operators to reduce volatile organic compound (and methane) emissions from certain oil and
−Removed: gas facilities, including production, processing, transmission and storage activities, that are constructed, modified, or reconstructed
−Removed: after September 18, 2015.
−Removed: More recently, the EPA issued a November 15, 2021 proposal and a November 11, 2022 supplemental
−Removed: proposal that would establish volatile organic compound and methane emissions standards for oil and gas sources that are constructed,
−Removed: modified, or reconstructed after November 15, 2021, as well as a set of volatile organic compound and methane emissions guidelines
−Removed: that would apply to existing oil and gas sources for the first time under the CAA.
−Removed: The EPA plans to issue a final rule from the
−Removed: pending proposal in 2023, which would then trigger a requirement for states to develop rules that will make the federal emissions
−Removed: guidelines enforceable as state rules over a three- to four-year period.
−Removed: The ultimate fate of the proposed methane emissions guidelines
−Removed: for existing sources is unclear.
−Removed: Nevertheless, regulations promulgated under the CAA may require the Sponsor to incur development expenses
−Removed: to install and utilize specific equipment, technologies, or work practices to control emissions from its operations, which could reduce
−Removed: the profits available to the Trust and potentially impair the economic development of the Underlying Properties.
+Added: In addition, in 2012 and 2016, the EPA adopted federal New Source Performance
+Added: Standards (“NSPS”) that require the reduction of volatile organic compound and sulfur dioxide emissions from certain
+Added: fractured and refractured natural gas wells for which well completion operations are conducted and further require that most wells use
+Added: reduced emission completions, also known as “green completions.”
+Added: These regulations also establish specific requirements limiting
+Added: emissions from production-related wet seal and reciprocating compressors, pumps, and from pneumatic controllers and storage vessels,
+Added: and for equipment leaks.
+Added: These NSPS apply to sources that are newly constructed or modified after the rules’
+Added: applicability dates.
+Added: More recently, in December 2023 the EPA adopted a final rule that will directly regulate volatile organic compound and methane
+Added: emissions from new oil and gas sources and will require further reductions in emissions through its regulation of flaring, compressors,
+Added: pumps, storage vessels, process controllers, well completions and liquids unloading, and equipment leaks.
+Added: At the same time, the EPA adopted
+Added: emissions guidelines that will apply to existing oil and gas sources and that require reductions in volatile organic compound and methane
+Added: emissions that are largely equivalent to the requirements for new sources.
+Added: The existing source emissions guidelines are to be implemented
+Added: through state plans, with expected compliance dates for existing sources arriving in 2029.
Numerous governmental authorities, such as the
98 unchanged sentences
costs in preparing for or responding to those effects.
−Removed: The oil and gas industry is a direct source of
−Removed: certain greenhouse gas (“GHG”) emissions, namely carbon dioxide and methane, and future restrictions on such emissions could
−Removed: impact future operations on the Underlying Properties.
−Removed: In December 2009, the EPA published its findings that emissions of carbon
−Removed: dioxide, methane and other GHGs present an endangerment to public health and the environment because emissions of such gases are contributing
−Removed: to the warming of the Earth’s atmosphere and other climate changes.
−Removed: Based on these findings, the agency has begun adopting and
−Removed: implementing regulations that would restrict emissions of GHGs under existing provisions of the federal Clean Air Act.
−Removed: The EPA has adopted
−Removed: rules that regulate emissions of GHGs from certain large stationary sources under the Prevention of Significant Deterioration (“PSD”)
−Removed: and Title V operating permit reviews for GHG emissions from certain large stationary sources that already are potential major sources
−Removed: of certain principal, or criteria, pollutant emissions.
−Removed: Facilities required to obtain PSD permits for their GHG emissions also will be
−Removed: required to meet “best available control technology”
−Removed: standards that typically are established by the states.
−Removed: In June 2014, the U.S.
−Removed: Supreme Court held
−Removed: that GHG alone cannot trigger an obligation to obtain an air permit.
−Removed: However, the Supreme Court upheld the EPA’s authority to regulate
−Removed: GHG emissions from stationary sources, concluding sources that trigger air permitting requirements based on their traditional criteria
−Removed: pollutant emissions must include a limit for GHG in their permit.
−Removed: These EPA rules could affect the operations on the Underlying
−Removed: Properties or the ability of the operators of the Underlying Properties to obtain air permits for new or modified facilities.
−Removed: June 2016, the EPA adopted the Methane Rule, which established requirements to control GHG emissions from oil and gas sources that
−Removed: are constructed, modified, or reconstructed after September 18, 2015 .
−Removed: More recently, the EPA issued a November 15, 2021
−Removed: proposal and a November 11, 2022 supplemental proposal that would establish volatile organic compound and methane emissions standards
−Removed: for oil and gas sources that are constructed, modified, or reconstructed after November 15, 2021, as well as a set of volatile organic
−Removed: compound and methane emissions guidelines that would apply to existing oil and gas sources for the first time under the CAA.
−Removed: plans to issue a final rule from the pending proposal in 2023, which would then trigger a requirement for states to develop rules that
−Removed: will make the federal emissions guidelines enforceable as state rules over a three- to four-year period.
−Removed: The ultimate fate of the
−Removed: proposed methane emissions guidelines for existing sources is unclear.
−Removed: Nevertheless, regulations promulgated under the CAA may require
−Removed: the Sponsor to incur development expenses to install and utilize specific equipment, technologies, or work practices to control emissions
−Removed: from its operations.
−Removed: In addition, in November 2016, the U.S.
−Removed: of the Interior Bureau of Land Management (“BLM”) issued final rules to reduce methane emissions from venting, flaring,
−Removed: and leaks during oil and gas operations on federal and tribal lands that are substantially similar to the EPA’s Methane Rule.
−Removed: on December 8, 2017, the BLM published a final rule to temporarily suspend or delay certain requirements contained in the November 2016
−Removed: final rule until January 2019, including those requirements relating to venting, flaring and leakage from oil and gas production
−Removed: Further, in September 2018, the BLM published a final rule to revise or rescind certain provisions of the 2016
−Removed: While the future implementation of the EPA and BLM rules aimed at controlling GHG emissions from oil and natural gas sources
−Removed: remains uncertain, future federal GHG regulations for the oil and gas industry remain a possibility given the long-term trend towards
−Removed: increasing regulation, and the Underlying Properties may be subject to these requirements or become subject to them in the future.
−Removed: More than one-third of the states have begun taking
−Removed: actions to control and/or reduce emissions of GHGs, primarily through the planned development of GHG emission inventories and/or regional
−Removed: GHG cap and trade programs.
−Removed: Although most of the state-level initiatives have to date focused on large sources of GHG emissions, such
−Removed: as coal-fired electric plants, it is possible that smaller sources of emissions could become subject to GHG emission limitations or allowance
−Removed: purchase requirements in the future.
−Removed: In addition, from time to time Congress has considered adopting legislation to reduce emissions
−Removed: of greenhouse gases.
−Removed: Any one of these climate change regulatory and legislative initiatives could have a material adverse effect on the
−Removed: Sponsor’s business, capital expenditures, financial condition and results of operations.
−Removed: At the international level, the U.S.
−Removed: international community at the 21st Conference of the Parties of the United Nations Framework Convention on Climate Change in Paris,
−Removed: France, which resulted in an agreement intended to nationally determine their contributions and set greenhouse gas emission reduction
−Removed: goals every five years beginning in 2020.
−Removed: While the Agreement did not impose direct requirements on emitters, national plans to meet
−Removed: its pledge could have resulted in new regulatory requirements.
−Removed: In November 2019, however, plans were formally announced for the
−Removed: to withdraw from the Paris Agreement, and the U.S.’s withdrawal from the Paris Agreement took effect on November 4, 2020.
−Removed: On January 20, 2021, President Biden issued an executive order commencing the process to reenter the Paris Agreement, although the
−Removed: emissions pledges in connection with that effort have not yet been updated.
−Removed: formally rejoined the Paris Agreement in February 2021.
−Removed: The Trust cannot predict whether re-entry into the Paris Agreement or pledges made in connection therewith will result in new regulatory
−Removed: requirements or whether such requirements will cause the Sponsor to incur material costs.
−Removed: In a separate executive order issued on January 20,
−Removed: 2021, President Biden asked the heads of all executive departments and agencies to review and take action to address any Federal regulations,
−Removed: orders, guidance documents, policies and any similar agency actions promulgated during the prior administration that may be inconsistent
−Removed: with or present obstacles to the administration’s stated goals of protecting public health and the environment, and conserving
−Removed: national monuments and refuges.
−Removed: The executive order also established an Interagency Working Group on the Social Cost of Greenhouse Gases,
−Removed: which is called on to, among other things, capture the full costs of greenhouse gas emissions, including the “social cost of carbon,”
−Removed: “social cost of nitrous oxide”
−Removed: and “social cost of methane,”
−Removed: which are “the monetized damages associated
−Removed: with incremental increases in greenhouse gas emissions,”
−Removed: including “changes in net agricultural productivity, human health,
−Removed: property damage from increased flood risk, and the value of ecosystem services.”
−Removed: In late 2022, the Working Group proposed to significantly
−Removed: increase the social cost of carbon used in assessing the costs and benefits of government actions.
+Added: In response to findings that emissions of carbon
+Added: dioxide, methane and other greenhouse gases (“GHGs”) may present an endangerment to public health and the environment, the
+Added: EPA has issued regulations to restrict emissions of greenhouse gases under existing provisions of the CAA.
+Added: These regulations include
+Added: limits on tailpipe emissions from motor vehicles, preconstruction and operating permit requirements for certain large stationary sources,
+Added: and methane emissions standards for certain new, modified and reconstructed oil and gas sources –
+Added: as well as the EPA’s recently
+Added: adopted methane emissions guidelines for existing oil and gas sources.
+Added: The EPA also has adopted rules requiring the reporting of
+Added: GHG emissions from specified large greenhouse gas emission sources in the United States, as well as certain onshore oil and natural gas
+Added: production facilities, on an annual basis.
+Added: In addition to this direct regulation of oil and gas sources, the EPA has recently proposed
+Added: rules to implement the mandatory Waste Emissions Charge set forth in the Inflation Reduction Act of 2022 (“IRA”), which
+Added: will charge a fee based on the methane emissions from applicable facilities in the oil and gas sector starting in 2024.
+Added: The EPA has established pollution control standards
+Added: for oil and gas sources under the CAA.
+Added: In 2012 and 2016, the EPA adopted federal New Source Performance Standards (“NSPS”) that
+Added: require the reduction of volatile organic compound and sulfur dioxide emissions from certain fractured and refractured natural gas wells
+Added: for which well completion operations are conducted and further require that most wells use reduced emission completions, also known as
+Added: “green completions.”
+Added: These regulations also establish specific requirements limiting emissions from production-related wet
+Added: seal and reciprocating compressors, pumps, and from pneumatic controllers and storage vessels, and for equipment leaks.
+Added: These NSPS apply
+Added: to sources that are newly constructed or modified after the rules’
+Added: applicability dates.
+Added: More recently, in December 2023 the
+Added: EPA adopted a final rule that will directly regulate volatile organic compound and methane emissions from new oil and gas sources
+Added: and will require further emissions reductions through its regulation of flaring, compressors, pumps, storage vessels, process controllers,
+Added: well completions and liquids unloading, and equipment leaks.
+Added: At the same time, the EPA adopted emissions guidelines that will apply to
+Added: existing oil and gas sources and that require reductions in volatile organic compound and methane emissions that are largely equivalent
+Added: to the requirements for new sources.
+Added: The existing source emissions guidelines are to be implemented through state plans, with expected
+Added: compliance dates for existing sources arriving in 2029.
+Added: The IRA included new
+Added: Clean Air Act section 136(c) directing EPA to collect the Waste Emissions Charge from facilities in the oil and gas sector that
+Added: report more than 25,000 tons of carbon dioxide equivalent emissions in a calendar year.
+Added: The charge will first apply to methane emissions
+Added: from calendar year 2024.
+Added: The charge is determined by comparing actual reported methane emissions to statutorily established “methane
+Added: intensity figures”
+Added: that are based on gas production or throughput, with a charge assessed for every ton of methane emissions that
+Added: exceeds the facility’s allowable emissions based on the applicable methane intensity figure.
+Added: The charge will be $900 per ton for
+Added: 2024 emissions and will increase to $1,200 and then $1,500 per ton in subsequent years.
+Added: The program includes key exemptions, most notably
+Added: a regulatory compliance exemption that applies to and exempts the emissions from facilities that are subject to and in complete compliance
+Added: with the EPA’s new or existing source methane requirements.
+Added: The EPA proposed new rules to implement the Waste Emissions Charge
+Added: program in January 2024.
+Added: Additionally, more than one-third of the states
+Added: have begun taking actions to control and/or reduce emissions of GHGs, primarily through the planned development of GHG emission inventories
+Added: and/or regional GHG cap and trade programs.
+Added: Although most of the state-level initiatives have to date focused on large sources of GHG
+Added: emissions, such as coal-fired electric plants, it is possible that smaller sources of emissions could become subject to GHG emission
+Added: limitations or allowance purchase requirements in the future.
+Added: In addition, from time to time Congress has considered adopting legislation
+Added: to reduce emissions of greenhouse gases.
+Added: Any one of these climate change regulatory and legislative initiatives could have a material
+Added: adverse effect on the Sponsor’s business, capital expenditures, financial condition and results of operations.
The adoption and implementation of regulations
2 unchanged sentences
Legislation or regulations that may be adopted to address climate change could also affect the markets for the Sponsor’s
−Removed: products by making its products more or less desirable than competing sources of energy.
−Removed: To the extent that its products are competing
−Removed: with higher GHG-emitting energy sources, the Sponsor’s products may become more desirable in the market with more stringent limitations
−Removed: on GHG emissions.
−Removed: To the extent that its products are competing with lower GHG-emitting energy, the Sponsor’s products may become
−Removed: less desirable in the market with more stringent limitations on greenhouse gas emissions.
−Removed: The Sponsor cannot predict with any certainty
−Removed: at this time how these possibilities may affect its operations.
−Removed: Because regulation of GHG emissions is relatively
−Removed: new, further regulatory, legislative and judicial developments are likely to occur.
−Removed: Such developments may affect how these GHG initiatives
−Removed: will impact the operators of the Underlying Properties and the Trust.
−Removed: some scientists have concluded that increasing concentrations of greenhouse gases in the Earth’s atmosphere may produce climate
−Removed: changes that have significant physical effects, such as increased frequency and severity of storms, droughts and floods and other climatic
−Removed: If any such effects were to occur, they could have an adverse effect on the operators’
−Removed: assets and operations and, consequently,
−Removed: may reduce profits attributable to the Net Profits Interest and, as a result, the Trust’s cash available for distribution.
−Removed: Additionally,
−Removed: energy needs could increase or decrease as a result of extreme weather conditions, depending on the duration and magnitude of those conditions.
+Added: products by making its products less desirable than competing sources of energy.
+Added: To the extent that its products are competing with lower
+Added: GHG-emitting energy, the Sponsor’s products may become less desirable in the market with more stringent limitations on greenhouse
+Added: gas emissions.
+Added: The Sponsor cannot predict with any certainty at this time how these possibilities may affect its operations.
+Added: In addition, new and emerging regulatory initiatives
+Added: related to climate change could adversely affect the Trust.
+Added: On March 6, 2024, the SEC issued a final rule regarding
+Added: the enhancement and standardization of mandatory climate-related disclosures for investors.
+Added: The final rule mandates extensive disclosure
+Added: of climate-related data, risks, and opportunities, including financial impacts, physical and transition risks, related governance and
+Added: strategy and greenhouse gas emissions, for certain public companies.
+Added: Compliance with the final rule may result in increased legal,
+Added: accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place strain on the personnel,
+Added: systems and resources of the Sponsor or the Trust or both.
+Added: Finally, some scientists have theorized that increasing
+Added: concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased
+Added: frequency and severity of storms, droughts, and floods and other climatic events.
+Added: If any such significant physical effects were to occur,
+Added: they could have an adverse effect on the Sponsor’s assets and operations and cause the Sponsor to incur costs in preparing for
+Added: and responding to them.
+Added: Additionally, energy needs could increase or decrease as a result of extreme weather conditions, depending on
+Added: the duration and magnitude of those conditions.
Federal and state legislative and regulatory
19 unchanged sentences
wet seal and reciprocating compressors, and from pneumatic controllers and storage vessels.
−Removed: In June 2016, the EPA adopted
−Removed: the Methane Rule, which established requirements to control GHG emissions from oil and gas sources that are constructed, modified, or
−Removed: reconstructed after September 18, 2015.
−Removed: More recently, on November 15, 2021, the EPA published a proposed rule that would
−Removed: establish emissions guidelines for the control of methane from existing oil and gas sources for the first time under the CAA.
−Removed: intends to adopt the existing source emissions guidelines as a final rule by the end of 2022, which would then trigger a requirement
−Removed: for states to develop rules that will make the federal emissions guidelines enforceable as state rules over a three- to four-year
−Removed: period The ultimate fate of the proposed methane emissions guidelines is unclear.
−Removed: Nevertheless, regulations promulgated under the CAA
−Removed: may require the Sponsor to incur development expenses to install and utilize specific equipment, technologies, or work practices to control
−Removed: emissions from its operations, which could reduce the profits available to the Trust and potentially impair the economic development
−Removed: of the Underlying Properties.
+Added: In June 2016, the EPA adopted the Methane
+Added: Rule, which established requirements to control GHG emissions from oil and gas sources that are constructed, modified, or reconstructed
+Added: after September 18, 2015.
+Added: More recently, on November 15, 2021, the EPA published a proposed rule that would establish
+Added: emissions guidelines for the control of methane from existing oil and gas sources for the first time under the CAA.
+Added: The EPA intends to
+Added: adopt the existing source emissions guidelines as a final rule by the end of 2022, which would then trigger a requirement for states
+Added: to develop rules that will make the federal emissions guidelines enforceable as state rules over a three- to four-year period
+Added: The ultimate fate of the proposed methane emissions guidelines is unclear.
+Added: Nevertheless, regulations promulgated under the CAA may require
+Added: the Sponsor to incur development expenses to install and utilize specific equipment, technologies, or work practices to control emissions
+Added: from its operations, which could reduce the profits available to the Trust and potentially impair the economic development of the Underlying
Some states have adopted, and other states are
66 unchanged sentences
litigation, increased costs and regulatory penalties.
−Removed: Although steps are taken to prevent and detect such attacks, it is possible that
−Removed: a cyber incident will not be discovered for some time after it occurs, which could increase exposure to these consequences.
+Added: It is possible that a cyber incident will not be discovered for some time after
+Added: it occurs, which could increase exposure to these consequences.
TAX RISKS RELATED TO THE TRUST UNITS
25 unchanged sentences
state tax implications of owning Trust Units.
−Removed: Unitholders are required to pay taxes on
−Removed: their share of the Trust’s income even if they do not receive any cash distributions from the Trust.
+Added: Trust unitholders are required to pay taxes
+Added: on their share of the Trust’s income even if they do not receive any cash distributions from the Trust.
Trust unitholders are treated as if they own the
4 unchanged sentences
even if they receive no cash distributions from the Trust.
−Removed: A unitholder may not receive cash distributions from the Trust equal to such
−Removed: unitholder’s share of the Trust’s taxable income or even equal to the actual tax liability that results from that income.
+Added: A Trust unitholder may not receive cash distributions from the Trust equal
+Added: to such unitholder’s share of the Trust’s taxable income or even equal to the actual tax liability that results from that
A portion of any tax gain on the disposition
of the Trust Units could be taxed as ordinary income.
−Removed: If a unitholder sells Trust Units, he or she will
−Removed: recognize a gain or loss equal to the difference between the amount realized and his or her tax basis in those Trust Units.
−Removed: A substantial
−Removed: portion of any gain recognized may be taxed as ordinary income due to potential recapture items, including depletion recapture.
+Added: If a Trust unitholder sells Trust Units, he or
+Added: she will recognize a gain or loss equal to the difference between the amount realized and his or her tax basis in those Trust Units.
+Added: A substantial portion of any gain recognized may be taxed as ordinary income due to potential recapture items, including depletion recapture.
The Trust allocates its items of income,
14 unchanged sentences
federal, state, local, and foreign income and other tax laws in light of their particular circumstances.
−Removed: Unresolved Staff Comments.
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.