UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2023
ENERGY 11, L.P. |
(Exact name of registrant as specified in its charter) |
Delaware | 000-55615 | 46-3070515 |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
incorporation) | Identification No.) |
120 W 3rd Street, Suite 220 Fort Worth, Texas | 76102 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (817) 882-9192
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Energy 11, L.P. (the “Partnership”) is filing this report in accordance with Item 8.01 of Form 8-K.
Item 8.01 – Other Events
In May 2021, the Partnership entered into a loan agreement with BancFirst, as administrative agent for the lenders (the “Lender”), which provided a revolving credit facility to be used to fund capital expenditures for the development of the Partnership’s undrilled acreage. As of October 31, 2023, the Partnership had an outstanding balance on this credit facility of approximately $7 million. In November and December 2023, the Partnership used approximately $7 million in available cash flow generated by its oil and natural gas properties in North Dakota to pay off the outstanding balance on the credit facility in full. The Partnership has approximately $30 million in availability under the credit facility at the time of the filing of this Form 8-K. The maturity date of the credit facility is March 1, 2024.
During the fourth quarter of 2023, the Partnership has elected to participate in the drilling of six (6) new wells proposed by its primary operator. Based on the best information available from its operator, the drilling and completion of these six wells will occur during the fourth quarter of 2023 and first quarter of 2024, and the related capital expenditures are expected to be incurred through the second quarter of 2024. The estimated proportionate capital costs for the Partnership to complete these six wells is approximately $12 million. Therefore, the Partnership is working with its Lender to refinance the credit facility prior to its maturity date to ensure the Partnership has an available credit facility to use, as necessary, for current capital commitments and any future drilling opportunities.
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K other than historical facts may be considered forward-looking statements. These forward-looking statements are predictions and generally can be identified by use of statements that include phrases such as “may,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “plan,” “should,” “will,” “predict,” “potential,” and similar expressions that convey the uncertainty of future events or outcomes. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Partnership to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the ability of the Partnership to implement its operating strategy; the ability of the Partnership to manage planned growth; the ability of the Partnership to provide liquidity opportunities for its limited partners; changes in general political, economic and competitive conditions and specific market conditions; adverse changes in the energy and capital markets; financing risks; litigation; regulatory proceedings or inquiries; and changes in laws or regulations or interpretations of current laws and regulations that impact the Partnership’s business. Although the Partnership believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements included in this Current Report on Form 8-K will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Partnership or any other person that the results or conditions described in such statements or the objectives and plans of the Partnership will be achieved. Readers should carefully review the Partnership’s financial statements and the notes thereto, as well as the risk factors described in the Partnership’s filings with the Securities and Exchange Commission (“SEC”), including, but not limited to, in the section entitled “Item 1A. Risk Factors” in the Annual Report on Form 10-K filed by the Partnership with the SEC on March 31, 2023. Any forward-looking statement that the Partnership makes speaks only as of the date of this Current Report on Form 8-K. The Partnership undertakes no obligation to publicly update or revise any forward-looking statements or cautionary factors, as a result of new information, future events, or otherwise, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: | December 19, 2023 | ||
ENERGY 11, L.P. | |||
By: | /s/ David S. McKenney | ||
David S. McKenney | |||
Chief Financial Officer of Energy 11 GP, LLC | |||
