1-dw select wyoming 8 ppm and pa

PDF · 3 Jan 2025

This document is the Confidential Private Placement Memorandum and Agreement of Limited Partnership for DW Select Wyoming #8, LP (formed April 17, 2024), offering Units at $250,000 each. The Partnership will invest in up to four EOG-operated wells in Campbell County, Wyoming (EOG Claire 3229-01H/02H/09H/10H) for specified WI/NRI interests. The memorandum provides detailed operational plans, manager/operator roles, fees and reimbursements (management fee $600,000 total; leasehold acquisition $1,229,685; organization $10,000; initial services fee $5,000), capital and contribution rules ($250,000 per Unit; Operating/Drilling Deficit calls), tax treatments (IDC election by Managing Partner, Section 165 worthlessness rules, passive activity and at-risk limitations, AMT, UBTI for tax-exempt investors, ERISA limits, foreign partner withholding), transfer restrictions, conversion of General Partner units to Limited Partner units (effective January 1 following completion of drilling), indemnification and limited liability provisions, and dissolution and winding-up rules.

Questions this document answers

April 17, 2024.

$250,000 per Unit.

Total management fee $600,000; $400,000 to the Managing Partner and $200,000 to Fast Ball LLC.

$1,229,685.

$5,000.

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