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 3, 2020 (December 1, 2020)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 Resources 12, L.P. (the “Partnership”) is filing this report in accordance with Item 1.01 of Form 8-K.

Item 1.01.  Entry into a Material Definitive Agreement.

On December 1, 2020, the Partnership and its wholly-owned subsidiary Energy Resources 12 Operating Company, LLC entered into an Administrative Services Agreement (the “Agreement”) with Regional Energy Investors, L.P. d/b/a Regional Energy Management (the “Administrator”), Energy 11, L.P. (“Energy 11”) and its wholly-owned subsidiary Energy 11 Operating Company LLC, whereby the Administrator will provide administrative, operating and professional services necessary and useful to the Partnership and Energy 11 as well as assist Energy Resources 12 GP, LLC, the Partnership’s general partner (the “General Partner”), with the day-to-day operations of the Partnership. The Partnership currently pays its General Partner an annual management fee of 0.5% of the total gross equity proceeds raised by the Partnership in its best-efforts offering. Under the Agreement, the General Partner will pay one-half of its annual management fee to the Administrator in exchange for the services to be provided under the Agreement. The Administrator is owned by entities that are controlled by Anthony F. Keating, III and Michael J. Mallick; these entities are Class B, non-voting members of the General Partner.

Glade M. Knight and David S. McKenney are the Chief Executive Officer and Chief Financial Officer, respectively, of the General Partner and Energy 11 GP, LLC, the general partner of Energy 11. Messrs. Keating and Mallick are the Co-Chief Operating Officers of Energy 11 GP, LLC.

Costs and expenses attributable to the services performed by the Administrator under the Agreement will be reimbursed by the Partnership. All Administrator costs and expenses will be accumulated (based on actual costs incurred with no mark-up or profit to the Administrator) and approved by the Partnership prior to reimbursement. Costs and expenses to be reimbursed under the Agreement may include, but are not limited to, employee wages and benefits, rent for office space and network and information technology support. Other expenses, such as business travel costs and accounting, legal or banking services, may not be incurred by the Administrator on behalf of the Partnership without prior express written consent of the Partnership. Under the Agreement, the Partnership also constitutes and appoints the Administrator, with full power of substitution, as its true and lawful attorney-in-fact and agent with full power and authority in its name, place and stead to act on behalf of the Partnership, so long as the Administrator has received approval in advance by the Partnership by way of the General Partner.

The Agreement is effective January 1, 2021, and the Initial Term of the Agreement will extend until the earlier of (a) five years or (b) when the Partnership and/or Energy 11 ceases to own its respective oil and natural gas assets. Provided the Agreement is not terminated by any party via 60-day written notice at the conclusion of the Initial Term, the Agreement will be automatically renewed for additional one-year periods. If a party to the Agreement materially breaches the terms and conditions of the Agreement and the breach has not been cured with 30 days of written notification of said breach, the Agreement may be terminated with immediate effect.

The foregoing summary does not purport to be a complete statement of the terms and conditions of the Agreement, and is qualified in its entirety by the full terms and conditions of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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. 

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.