Standard Instructions for Filing Forms under the Securities Act of 1933, Securities Exchange Act of 1934, and Energy Policy and Conservation Act of 1975
Regulation S-K
Item 908 -- Reasons for and Alternatives to the Roll-up Transaction
Describe the reason(s) for the roll-up transaction.
If the general partner or sponsor considered alternatives to
the roll-up transaction being proposed, describe such alternative(s) and state the
reason(s) for their rejection.
Whether or not described in response to paragraph
(b)(1) of this Item, describe in reasonable detail the potential alternative
of continuation of the partnerships in accordance with their existing
business plans, including the effects of such continuation and the material
risks and benefits that likely would arise in connection therewith, and,
if applicable, the general partner's reasons for not considering such
alternative.
Whether or not described in response to paragraph
(b)(1) of this Item , describe in reasonable detail the potential alternative
of liquidation of the partnerships, the procedures required to accomplish
liquidation, the effects of liquidation, the material risks and benefits
that likely would arise in connection with liquidation, and, if applicable,
the general partner's reasons for not considering such alternative.
State the reasons for the structure of the roll-up transaction
and for undertaking such transaction at this time.
State whether the general partner initiated the roll-up transaction
and, if not, whether the general partner participated in the structuring of the transaction.
State whether the general partner recommends the roll-up transaction
and briefly describe the reasons for such recommendation.
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