Energy 11, L.P. has a minimum, initial purchase price of approximately $5,000. David Lerner Associates serves as the exclusive dealer-manager for Energy 11, L.P., the entity that is offering this investment. (NJ RESIDENTS ONLY): To qualify, investors must have a liquid net worth of at least $350,000; OR gross income of at least $85,000 and a liquid net worth of at least $100,000. In addition, investors can have no more than 10% of their liquid net worth invested in non-publicly traded direct investment programs, including Energy 11, L.P. (ALL OTHER STATES): To qualify, investors must have either a liquid net worth of at least $150,000; OR gross income of at least $45,000 along with a liquid net worth of at least $45,000.
Oil & Gas Industry Risks*
The general partner of Energy 11, L.P. plans to invest its available cash in development of oil and gas properties, and does not intend to cause it to distribute more than the preferred distribution prior to commencing the sale of all or substantially all of their properties, which the general partner does not anticipate will occur until at least five years after the termination of this offering.
- If oil, natural gas or other hydrocarbon prices remain depressed for a prolonged period, the cash flows from operations will decline and Energy 11, L.P. may have to lower distributions or may not be able to pay distributions at all.
- If unable to find suitable prospects and properties, Energy 11, L.P. may not be able to achieve their investment objectives or pay distributions. They may experience delays in locating oil and gas properties to acquire.
- Properties that Energy 11, L.P. buys or develops may not produce as projected and they may be unable to determine reserve potential, identify liabilities associated with the properties or obtain protection from sellers against such liabilities, which could adversely affect cash available for distribution.
- The hedging activities of Energy 11, L.P. will expose it to counter-party credit risk and could result in financial losses or could reduce its net income, which may adversely affect its ability to pay cash distributions to holders of common units.
- Energy 11, L.P. plans to rely on drilling to fully develop the properties acquired. If drilling is unsuccessful, cash available for distributions and financial condition will be adversely affected.
- Energy 11, L.P. may be unable to compete effectively with larger companies and may not be able to implement new technology as efficiently as larger companies, which may adversely affect its ability to generate sufficient revenue and its ability to pay distributions to holders of common units and service debt obligations.
- The financial condition and results of operations may be materially adversely affected if Energy 11, L.P. incurs costs and liabilities due to a failure to comply with environmental regulations or a release of hazardous substances into the environment.
- Energy 11, L.P. is subject to complex federal, state, local and other laws and regulations that could adversely affect the cost, manner or feasibility of conducting operations.
- Significant physical effects of climatic change have the potential to damage facilities, disrupt production activities and cause Energy 11, L.P. to incur significant costs in preparing for, or responding to, those effects.
- Federal legislation and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays and more widespread or prolonged moratoriums or prohibitions of hydraulic fracturing could, depending on the makeup of our assets, cause the partnership to cease business operations.
Energy 11, L.P. Risk Factors*
An investment in the common units is an illiquid, non-traded investment. Energy 11, L.P. may be unable to sell its properties, merge or list the common units on a national securities exchange to achieve liquidity within its planned timeline of five(5) to seven(7) years after the termination of this offering, or at all.
- The Partnership has limited prior operating history, no established financing sources, and this is the first oil and gas program sponsored by the general partner and its affiliates.
- This offering is a blind pool because the general partner has not identified all of the properties it will acquire with future proceeds of this offering.
- The distributions to common unit holders may not be sourced from cash generated from operations but from offering proceeds, return of investor capital, or indebtedness, and this will decrease distributions in the future. A portion of cash distributions are expected to be made out of the capital contributions received from purchasers of common units.
- Energy 11, L.P. cannot guarantee any investment return or the amount or frequency of any distributions it may make or that distributions will be sufficient to pay your tax liability attributable to your ownership of common units.
- The general partner and the Manager will be subject to conflicts of interest, including that affiliates of the owners of the general partner have made investments in and loans to affiliates of the Manager. The Partnership Agreement limits the general partner's fiduciary duties to Energy 11, L.P. in connection with these conflicts of interest.
- Holders of common units have limited voting rights and will not be able to remove the general partner if they are dissatisfied with the manner in which the general partner manages the business.
- Energy 11, L.P. will depend on the Manager to identify investment opportunities and provide Energy 11, L.P. services necessary to operate its business. If the Manager is unable or unwilling to identify opportunities and provide these services, it would result in disruption in business, which could have an adverse effect on our ability to make cash distributions to holders of our common units and service our debt obligations
- The Manager, which will manage the business under the Management Agreement, is a newly formed entity with limited operating history. The Management Agreement limits the Manager’s liability to us for monetary damages and the Manager, as a newly formed entity, is not expected to possess significant assets other than the Management Agreement, which would make collection of any monetary damages against the Manager unlikely.
- The Manager may be subject to conflicts of interest in managing business under the Management Agreement.
- Under the Management Agreement, the Manager will not be liable to Energy 11, L.P. for damages unless the Manager is grossly negligent or engages in intentional misconduct, and even if the Manager is determined to have been grossly negligent or engaged in intentional misconduct, the Manager is a newly formed entity with only nominal assets;
- Affiliates of the Manager will compete with Energy 11, L.P. in investing in and developing oil and gas properties and they are expected to provide comparable management services to similarly situated unaffiliated oil and gas investment programs.
- Energy 11, L.P. will be subject to the operating and other risks of owning and developing oil and gas properties, including environmental and operational risks, risks of reductions in the prices of oil, natural gas and other hydrocarbons produced, risks associated with hedging production, and regulatory risks.
- Limited Partners of Energy 11 will be subject to tax risks:
- You may be required to pay taxes on income from Energy 11, L.P. even if you do not receive any cash distributions.
- Tax gain or loss on disposition of common units could be more or less than expected.
- Holders of common units may be subject to state and local taxes and tax return filing requirements in states where they do not live as a result of investing in Energy 11, L.P. units.
- Certain federal income tax deductions currently available with respect to oil and natural gas exploration and development may be eliminated as a result of future legislation.
- Federal legislation and state legislative and regulatory initiatives relating to hydraulic fracturing in areas where Energy 11, L.P. acquires producing properties could result in increased costs and additional operating restrictions or delays and could reduce the amount of oil and natural gas that is ultimately produced.
- The status of Energy 11, L.P. as an emerging growth company under the JOBS Act may make it more difficult to raise capital in this offering.
Sanish Field Assets Acquisition
- Energy 11, L.P. will need additional funding post-closing of the acquisition of the Sanish Field Assets in order to retain its full interest therein. Energy 11, L.P. will have limited control over the activities on properties they do not operate.
*Investors should read the prospectus, starting at page 20, for a more comprehensive and detailed description of the risk factors.