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AMOUNT SEEKING

$50,000,000

 

RATE

XX

 

ASSET TYPE

OIL AND GAS

 

LTV

XX

 

XX

XX

 

TARGET HOLD

4 - 6 Years

 

XX

XX


Overview

STRATEGIC ENERGY ASSETS VIII ACCESS FUND, LLC, a newly-formed Delaware limited liability company (“SEA VIII Access Fund”, “we”, “us”, “our”, or the “Fund”), was established primarily to acquire limited liability company interests in SEA VIII Master Fund, LLC (“Master Fund”). The Master Fund was formed to own 50% of the working interests in multiple prospective oil and gas leases, and producing, conventional, and unconventional primary and secondary recovery properties located in Texas (the “Working Interests”). The principal investment objectives of the Master Fund include (i) to preserve and return investor capital; (ii) generate quarterly distributions to investors; and (iii) to realize growth in the value of the oil and gas leases.

The Fund will use the net proceeds from the sale of limited liability company shares (the “Shares”) in this offering (the “Offering”) to acquire LLC Interests in the Master Fund. Potential investors will be offered 10,000 Shares totaling $50,000,000 (the “Offering Amount”). Resolute Management Services, LLC, a Delaware limited liability company, the manager of the Fund (the “Manager”), may, with the authorization and approval of the Master Fund, increase or decrease the Offering Amount.

Eligible investors may acquire Shares as either passive investors, where their capital contributions are limited to their initial capital contributions (the “Passive Investors”); or as active investors, where they could be required to contribute additional capital to the Fund for potential cost overruns, unanticipated expenses and other liabilities (the “Active Investors”). Passive Investors and Active Investors are collectively referred to as “Investors”.

As previously defined, the Master Fund was formed to own Working Interests. The oil and gas well leases themselves are referred to as “Well(s)”, and the project to acquire, develop, drill and complete the Wells as the “Project”. This Offering is sponsored by HomeBound Resources, LLC, a Texas limited liability company or its affiliate (the “Sponsor”), which will own 25% of the Working Interests. The Master Fund will own 50% of the Working Interests and Resolute Capital Partners, Ltd, LLC, a Nevada limited liability company, or its affiliate, (“Fund Manager”) will own the remaining 25% of the Working Interests in the Wells.

This Fund is being marketed primarily through independent broker-dealers, their registered representatives and affiliated registered investment advisers. Concurrent with this Offering, the Fund Manager is also marketing Strategic Energy Assets VIII RIA Fund, LLC (the “RIA Fund”) and Strategic Energy Assets VIII Referral Fund, LLC (the “Referral Fund”), which are both being marketed through other distribution channels including through registered investment advisers that are not affiliated with Financial Industry Regulatory Authority, Inc. (“FINRA”) registered broker-dealers. This Fund, the RIA Fund and the Referral Fund will co-invest in the Master Fund and are co-managing members of the Master Fund. Investor returns for this Fund, the RIA Fund and the Referral Fund are expected to be similar.

This Fund is offering Shares only to “accredited investors” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The Fund and this Offering are open-ended and have no specific termination dates. The minimum investment amount is $50,000 subject to certain exceptions which may be made by and in the sole discretion of the Fund’s Manager.

The Shares are subject to restrictions on transferability, resales and ownership and may not be transferred or resold except as permitted by the Fund’s limited liability company agreement (“LLC Agreement”), and as permitted pursuant to registration or applicable exemption under the Securities Act and applicable state securities laws.

This Confidential Private Placement Memorandum is intended to provide important information about the Fund, the Shares, and the Project. You should read all sections carefully before investing. If you have any questions or need more information, please contact [WealthForge contact info].

THE PURCHASE OF SHARES INCLUDES SIGNIFICANT RISK AND IS SUITABLE ONLY FOR INVESTORS WHO HAVE NO NEED FOR LIQUIDITY, CAN AFFORD TO LOSE SOME OR ALL OF THEIR INVESTMENT AND, FOR THOSE CHOOSING TO BE ACTIVE INVESTORS, CAN AFFORD TO CONTRIBUTE ADDITIONAL CAPITAL TO THE FUND TO COVER THEIR PRO RATA SHARE OF ANY COST OVERRUNS. PLEASE CAREFULLY CONSIDER THE “RISK FACTORS” AS SET FORTH IN THIS MEMORANDUM.

NOTICE TO INVESTORS

This private placement memorandum (together with any amendments or supplements, the “Memorandum”) has been prepared in connection with the private placement of our Shares and does not constitute an offer to sell or a solicitation of an offer to buy our securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the making of such an offer or solicitation would be unlawful. Our Shares may be offered and sold only to accredited investors who meet the investor suitability requirements set forth under the section entitled “Minimum Suitability Requirements”.

This Memorandum has been prepared solely for the benefit of accredited investors interested in purchasing Shares and any reproduction or distribution of this Memorandum, in whole or in part, or the disclosure of any of its contents is prohibited without our prior written consent.

This Offering is being made on a “best efforts” basis through the Managing Dealer which is a member firm of FINRA. However, because this Offering is being conducted pursuant to an exemption from the Securities Act’s registration requirements, this Offering is not subject to review by FINRA. We reserve the unconditional right to cancel or modify this Offering, to reject subscriptions in whole or in part, and to waive conditions pertaining to the purchase of our Shares.

We are offering our Shares exclusively through this Memorandum which contains a summary of material provisions of certain other documents and contracts. We believe these summaries are accurate, but you should refer to the actual documents for complete information concerning the rights and obligations of the parties. All documents summarized in this Memorandum will be made available to you or your advisors upon request to us.

During the course of this Offering and before you purchase any of our Shares, you are invited to ask questions and obtain additional information from us concerning the terms and conditions of this Offering, our Fund, our Managing Dealer, our Shares and any other relevant matters, including additional information to verify the accuracy of the information in this Memorandum. We will provide such information to the extent we possess it or can acquire it without unreasonable effort or expense. Your purchase of our Shares is subject to (i) our receipt and acceptance of the subscription agreement and the corresponding funds; (ii) our right to reject any subscription agreement in whole or in part; (iii) our right to withdraw, cancel or modify this Offering as well as certain other conditions. We may reject a prospective investor’s subscription agreement for any reason. We will reject subscription agreements that do not conform to the requirements of this Offering or for such other reasons as we may determine to be in the best interests of the Fund. You may not revoke, cancel or terminate your subscription agreement, except in accordance with the terms of the subscription agreement.

This Memorandum should be read in conjunction with the LLC Agreement and the Subscription Documents. To the extent that statements made in this Memorandum attempt to summarize provisions of the LLC Agreement or Subscription Documents, such statements are qualified in their entirety by, and must be read subject to such provisions. To the extent that there is any inconsistency between this Memorandum and the LLC Agreement or Subscription Documents, the provisions of the LLC Agreement and Subscription Documents will control.

Trustees, custodians and fiduciaries of retirement and other plans and accounts subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), including individual retirement accounts (“IRAs”), should consider, among other things: that the plan or account, although generally exempt from federal income taxation, would be subject to income taxation were any income from this investment that constituted unrelated business taxable income and any other unrelated business taxable income earned by the plan or account to exceed $1,000 in any taxable year, whether an investment in us is advisable given the definition of “plan assets” under ERISA and U.S. Department of Labor regulations; whether the investment is in accordance with plan documents (including any investment policy) and satisfies the diversification requirements of Section 404(a) of ERISA, if applicable, and any other applicable law; whether the investment is prudent under Section 404(a) of ERISA, if applicable, and satisfies all fiduciary obligations under ERISA, the Code or other applicable law, considering the nature of this investment, the compensation structure of this Offering, the potential difficulties in valuing Shares and the potential lack of liquidity of the Shares; that the Master Fund and this Fund have no history of operations; whether we or any affiliate is a fiduciary or partyin-interest to the plan or account, or a disqualified person to the plan or account; and whether an investment in usmay result in a prohibited transaction under ERISA or the Code or similar applicable law. The prudence of a particular investment must be determined by the responsible fiduciary taking into account all the facts and circumstances of this plan or account and of the investment. See, “Certain Federal Income Tax Consequences” and “Certain ERISA Considerations” for more information.

We have not registered the Shares we are offering under the Securities Act or the securities laws of any state, and we are offering and selling our Shares in reliance on exemptions from the registration requirements of the Securities Act and such laws. Our Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the LLC Agreement and pursuant to registration or applicable exemption under the Securities Act and applicable state securities laws. You should be aware that you will be required to bear the financial risks of this investment for an indefinite period of time. We intend to operate in such a manner that we will not become subject to regulation under the Investment Company Act of 1940, as amended, or the Investment Advisors Company Act, and do not intend to register as an investment company thereunder. See, “Certain Securities Laws and Other Regulatory Matters”.

In making an investment decision, you must rely on your own examination of us and the terms of this Offering, including the merits and risks involved. The Shares we are offering have not been approved, endorsed or recommended by any federal or state securities commission or regulatory authority. Any representation to the contrary is illegal.

No person has been authorized to give any information or make any representations other than those contained in this Memorandum, and if given or made, whether in writing or orally, such information or representations must not be relied upon as having been given by us, the Fund Manager, the Manager, or their affiliates. Neither we, the Fund Manager, our Manager, nor their affiliates can guarantee that the estimates, opinions or assumptions made in this Memorandum will prove to be accurate. We do not provide legal or tax advice and you should not consider the information contained in this Memorandum, or any prior, contemporaneous, or subsequent communication related to this Offering, as legal or tax advice. You should consult your own legal or tax advisors to ascertain the merits and risks of an investment in our Shares before investing.

You should also consider the following:

THIS MEMORANDUM SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, THE SECURITIES LAWS OF ANY OF THE STATES OF THE UNITED STATES OF AMERICA, OR THE SECURITIES LAW OF ANY OTHER JURISDICTION. THE FUND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”).

THE FUND HAS NOT BEEN APPROVED OR DISAPPROVED BY ANY U.S. FEDERAL OR STATE SECURITIESCOMMISSION OR REGULATORY AUTHORITY NOR HAS ANY OF THE FOREGOING PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PROSPECTIVE INVESTORS MAY NOT RELY ON ANY INFORMATION IN CONNECTION WITH THIS OFFERING OTHER THAN THAT INCLUDED IN THIS MEMORANDUM OR IN DOCUMENTS FURNISHED BY THE FUND UPON REQUEST. NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION WITH RESPECT TO THE SECURITIES OF THE FUND NOT CONTAINED IN THIS MEMORANDUM OR DELIVERED HEREWITH CONCERNING THE OFFERING OR THE FUND. ANY PREDICTIONS, PROJECTIONS AND REPRESENTATIONS, WRITTEN OR ORAL, THAT DO NOT CONFORM TO THOSE INCLUDED IN THIS MEMORANDUM OR IN OTHER DOCUMENTS DELIVERED BY THE FUND OR THE MANAGING DEALER ARE NOT PERMITTED AND MUST NOT BE RELIED UPON BY ANY PROSPECTIVE INVESTOR.

NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE FUND SINCE THE DATES INDICATED HEREIN OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. POTENTIAL INVESTORS ARE ADVISED TO READ THIS MEMORANDUM CAREFULLY AND TO RETAIN IT FOR FUTURE REFERENCE. AN INVESTMENT IN THE FUND ENTAILS RISKS THAT SHOULD BE REVIEWED CAREFULLY BY ALL POTENTIAL INVESTORS PRIOR TO MAKING AN INVESTMENT. THERE CAN BE NO ASSURANCE THAT THE INVESTMENT OBJECTIVES OF THE FUND WILL BE REALIZED.

THIS MEMORANDUM CONTAINS A SUMMARY OF CERTAIN PROVISIONS OF THE LLC AGREEMENT OF THE FUND, IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS APPENDIX A, AND CERTAIN OTHER DOCUMENTS REFERRED TO HEREIN; HOWEVER, SUCH SUMMARIES ARE SUBJECT TO AND QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE LLC AGREEMENT AND SUCH OTHER DOCUMENTS, COPIES OF WHICH ARE ATTACHED TO THIS MEMORANDUM OR OTHERWISE WILL BE PROVIDED TO ANY PROSPECTIVE INVESTOR UPON REQUEST AND WHICH SHOULD BE REVIEWED FOR COMPLETE INFORMATION CONCERNING THE RIGHTS, PRIVILEGES, AND OBLIGATIONS OF INVESTORS IN THE FUND. IN THE EVENT THAT THE DESCRIPTIONS IN OR TERMS OF THIS MEMORANDUM ARE INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS IN OR TERMS OF THE LLC AGREEMENT OR SUCH OTHER DOCUMENTS, THE LLC AGREEMENT AND SUCH OTHER DOCUMENTS SHALL CONTROL.

THE INFORMATION CONTAINED IN THIS MEMORANDUM (A) IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY AN INVESTOR FOR THE PURPOSE OF AVOIDING PENALTIES THAT THE U.S. INTERNAL REVENUE SERVICE MAY ATTEMPT TO IMPOSE ON SUCH INVESTOR AND (B) WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED BY THE WRITTEN INFORMATION.

THIS MEMORANDUM IS PROVIDED ON A CONFIDENTIAL BASIS SOLELY FOR THE INFORMATION OF THOSE PERSONS WHO ARE ELIGIBLE PROSPECTIVE INVESTORS AND THEIR FINANCIAL ADVISORS SO THAT THEY MAY CONSIDER AN INVESTMENT IN THE FUND AND IS NOT TO BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ADVISORS REGARDING LEGAL, TAX AND RELATED MATTERS CONCERNING AN INVESTMENT IN THE FUND. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY UPON THEIR OWN EXAMINATION OF THE OFFERING OF THE SHARES AS CONTEMPLATED IN THIS MEMORANDUM. UNLESS OTHERWISE INDICATED, ALL INFORMATION IN THIS MEMORANDUM IS AS OF [●], 2019.

A WARNING ABOUT FORWARD LOOKING STATEMENTS

CERTAIN STATEMENTS CONTAINED IN THIS MEMORANDUM WOULD BE CONSIDERED FORWARD-LOOKING STATEMENTS. PLEASE DO NOT PLACE UNDUE RELIANCE ON THESE STATEMENTS. FOR EXAMPLE, CERTAIN INFORMATION INCLUDING, WITHOUT LIMITATION, PROJECTIONS, FORECASTS AND ESTIMATES, CONTAINED IN THIS MEMORANDUM, CONSTITUTES "FORWARD-LOOKING STATEMENTS", WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY", "WILL", "SHOULD", "WOULD", "EXPECT", "ANTICIPATE", "FORECAST", "PROJECT", "ESTIMATE", "INTEND", "CONTINUE", OR "BELIEVE" OR THE NEGATIVES THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. DUE TO VARIOUS RISKS AND UNCERTAINTIES, INCLUDING THOSE SET FORTH UNDER THE "RISK FACTORS", ACTUAL EVENTS OR RESULTS OR THE ACTUAL PERFORMANCE OF THE FUND MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS.