A physician and a clinical colleague meeting with an adviser across a conference table
For business owners after a liquidity event

The Deal Is Done. The Next Decision Is Harder.

Where direct oil and gas ownership may fit after a sale, a raise or a step back to the board, and what it asks of you.

Chapter 1Your situation

Why a liquidity event creates a different kind of planning problem

Building the business took years of focus on one thing. The capital it produced now needs a plan of its own, and the decisions made in the first year after a transaction tend to be the hardest to undo.

Tax

One year can carry a decade of income

A sale can concentrate years of value into a single tax year, often taxed as capital gain rather than ordinary income.

Timing

Liquidity arrives before the plan does

Proceeds often sit in cash while offers and pitches arrive faster than you can evaluate them.

Concentration

You may still be concentrated

Rollover equity, an earnout or a retained stake can leave much of your wealth tied to one company.

Transition

From operator to allocator

After years of running things, owning assets you do not control can feel unfamiliar. That deserves thought before you commit.

Your transaction matters

The same deduction can work very differently depending on the event you had

Before looking at any asset, it helps to know which of these describes you. The distinction shapes how the tax rules later on this page apply.

Founders and owners after a sale or merger

A sale typically produces a large capital gain, sometimes alongside installment payments, an earnout or rollover equity. Ordinary deductions reduce ordinary income first, so in a year dominated by capital gain, a large deduction can be worth less than it first appears.

After closing, you may also have far less ordinary income than before. That changes what a deduction is worth in each future year, which is why timing should be modeled rather than assumed.

Questions for your CPA
  • How much ordinary income will I have this year and next, and what would a deduction actually save?
  • How do installment payments or an earnout change the timing?
  • How does the excess business loss limit treat my transaction?

Founders after a funding round or secondary sale

A raise may give you partial liquidity through a secondary sale while most of your net worth stays in the company. You are often still the operator, drawing a salary, with ordinary income alongside any gain.

The priority is usually reducing reliance on a single company without undermining your commitment to it. Check any restrictions your shareholder agreements or board place on outside business activities.

Questions for your CPA
  • How is my secondary sale taxed, and does qualified small business stock treatment apply?
  • How would an outside business deduction interact with my salary this year?
  • Do any shareholder agreements restrict outside activities?

CEOs moving from the operating seat to the board

Stepping back can change both your income and your time. Board fees and any remaining compensation may be a fraction of what you earned as CEO, while your equity may still be substantial and concentrated.

With more time available, some former operators want to stay close to real businesses. That instinct is worth examining honestly: a JV member holds governance rights, but the operator runs the wells day to day.

Questions for your CPA
  • How does my income change once I leave the CEO role?
  • How are my board fees taxed, including self-employment tax?
  • How concentrated is my net worth in one company's equity?
Chapter 2Capital roles

Before energy: what each part of your capital is for

No single asset does every job. A useful way to think about a balance sheet is to assign each part of it a purpose, then judge each asset only against that purpose. Select a layer to see what it does and what it gives up.

Layer widths are illustrative, not a recommended allocation. The right mix depends on your circumstances and should be set with your own advisers.

Layer 1

Reserves

The money that has to be there no matter what happens in markets.

Its job
Cover the tax bill on the transaction, near-term obligations and a runway while you decide what comes next.
What it gives up
Growth. After inflation and tax, cash tends to lose purchasing power over long periods.
Worth asking
Have I set aside the full tax on the transaction, including estimated payments, before committing anything else?
Chapter 3Ways to own energy

Four ways to hold energy exposure, and what each actually gives you

Oil and gas can enter a portfolio in several forms. They differ in what you own, what you pay for, what you can sell and which tax rules apply. Knowing the differences is the fastest way to evaluate any offer you receive.

Comparison of four ways to hold oil and gas exposure
AttributePublic energy stocks & fundsExchange-tradedMineral & royalty interestsShare of revenueLimited partnership programsPooled, sponsor-managedDirect working interestHow Summit JVs are structured
What you holdShares in a company or fund that owns energy assetsA right to a share of production revenue, free of drilling and operating costsUnits in a partnership that holds interests on your behalfA direct share of specific wells, their costs and their revenue
Your share of costsNone directlyNoneBorne inside the programProportional to your interest, including overruns
LiquidityDaily, on an exchangeLimited; usually a private saleLimited; often none until the program winds downLimited; generally held for several years
Tax attributes that reach youDividends and capital gainsDepletion on royalty incomeDrilling deductions and depletion, generally usable only against similar incomeDrilling deductions, depreciation and depletion, subject to the limits in Chapter 4
Can deductions offset other active income?NoNot applicableGenerally noPotentially, under the working-interest rule
LiabilityLimited to what you put inLimitedLimited for limited partnersNot limited in the same way; this is the tradeoff that enables the tax treatment
Your roleNoneNoneLimited partner with few decisionsJV member with governance rights and participation in material decisions
EligibilityOpen to anyoneVariesOften limited to accredited individualsAccredited individuals, verified before any commitment

General characteristics only. Individual programs and offerings vary, and specific terms are set out in each offering's documents.

Plain-language definition

Working interest

The ownership share that carries the right to develop and produce a property, and the obligation to pay a proportional share of the costs of doing so. Working-interest owners receive their share of revenue after royalties are paid, and they bear their share of the expenses and the outcomes.

Plain-language definition

Royalty interest

A share of production revenue, usually retained by the mineral owner, that is paid before costs and carries no obligation to fund drilling or operations. Simpler and lower in cost exposure, but royalty owners have no say in development and do not receive drilling-related deductions.

Chapter 4Tax mechanics

The tax mechanics, explained without the shortcuts

Tax treatment is often why business owners first hear about oil and gas. It is also where most misunderstandings start, especially in a transaction year. Here is how the core rules work, followed by the limits that matter most after a liquidity event.

IRC §263(c)

Intangible drilling costs (IDCs)

Labor, fuel and drilling services can be deducted in the year they are incurred. On a new well, they are typically a large share of the cost.

Depreciation

Tangible drilling and equipment costs

Casing, wellheads and tanks are capitalized and depreciated over time. Accelerated depreciation may apply.

IRC §613A

Percentage depletion

Once a well produces, qualifying owners may deduct 15% of gross income from the property each year.

IRC §469(c)(3)

The working-interest rule

Working interests held without limited liability are exempt from the usual loss limits, so deductions may offset active income such as salary or business income.

The limits that matter after a liquidity event

Where the headline benefits get smaller

These are the rules most often left out of oil and gas marketing, and the ones most relevant in and after a transaction year. Each is a reason to have your CPA model a specific project against your actual numbers.

Capital gain years

Deductions reduce ordinary income first, so their value depends on how much ordinary income you have.

Excess business loss limit

Caps how much net business loss can offset non-business income each year. The excess carries forward.

Alternative minimum tax

Drilling costs can be an AMT preference item, depending on your wider tax picture.

Recapture on sale

Some deductions are taxed back as ordinary income when an interest is sold.

State residency

Your state, and any move around the time of a sale, changes the net effect.

Laws change

The project should still make sense if the tax treatment became less favorable.

Interactive

Different projects produce different tax profiles

Summit focuses on redeveloping proven fields, which can combine new drilling, work on existing wells and acquisitions of producing assets. Select a project type to see which attributes typically matter most. This is a qualitative guide, not a projection.

Intangible drilling costs
Typically significant

Most spending on a new well is drilling-related.

Equipment depreciation
Can be meaningful

Casing, wellheads and surface equipment are capitalized.

Depletion
Once producing

Begins only after the well produces.

Early production income
Delayed

Revenue waits for drilling and completion.

A single Summit project may combine all three. For any specific project, ask for the expected split of costs between drilling, equipment and acquisition, and have your CPA apply it to your own situation.

Chapter 5What you take on

What a JV member takes on

Direct ownership means sharing in the operational risk of a real business. These considerations deserve as much attention as the tax treatment.

Commodity prices you do not control

A well can perform as planned and still earn less if prices fall.

Wells that perform differently than modeled

Reserve estimates are engineering judgments, not certainties.

Additional costs

Owners pay their share of costs, including overruns and repairs.

Illiquidity

There is no public market. Plan for capital to stay committed for years.

Liability exposure

The tax treatment depends on liability not being limited. Review it with your attorney.

Tax outcomes that can change

Deductions can be limited, recaptured or changed by new legislation.

Concentration and sponsor risk

After a sale, avoid replacing one concentrated position with another. Sponsor quality matters.

Environmental and regulatory change

Evolving regulation can affect costs and timelines.

Questions owners tend to ask

Frequently asked questions

Short, direct answers for owners after a transaction. Where the answer depends on your situation, we say so.

Can oil and gas deductions offset the gain from selling my business?

Not in the way many people assume. Deductions from a working interest held without limited liability can offset active income, but ordinary deductions reduce ordinary income first, and capital gain is taxed at its own rates on top. In a year dominated by a sale, a large deduction may save less than it appears. The excess business loss limit can also cap how much is usable in one year. Your CPA should model it against your actual transaction.

Rarely. Most owners are better served by setting aside the full tax on the transaction, funding reserves and letting the dust settle before committing capital anywhere illiquid. Direct ownership will still be available once the plan is clear.

In part. Summit structures its ventures as entrepreneurial joint ventures, and JV members hold governance rights and take part in material decisions. The wells themselves are run day to day by the operator, so it is participation in a business rather than running one.

Participation is limited to individuals and entities that are accredited under SEC Rule 501. For individuals, the common tests are income above $200,000, or $300,000 together with a spouse or spousal equivalent, in each of the past two years with a reasonable expectation of the same this year, or a net worth above $1 million excluding your primary residence. Because Summit relies on Rule 506(c), it takes reasonable steps to verify status before any commitment.

Treat it as committed for several years. There is no public market for a working interest, and an exit on a particular timeline cannot be assumed. Summit's Exit Right discipline reviews each asset continuously to decide whether to hold, optimize or exit.

Yes. A retained stake or earnout means part of your wealth is still tied to one company, and future payments may change your tax picture in later years. Both are worth weighing before adding any other concentrated or illiquid position.

It is the right question to ask. The working-interest rule depends on your liability not being limited in the way a limited partner's is. Ask Summit what insurance covers operations and how the venture is structured, and review both with your own attorney before committing.

Typically the expected split of costs between drilling, equipment and acquisition, the expected timing of funding, how the venture reports to members for tax purposes, and the states where the properties are located. Summit can provide project-level information on request so your CPA can model it against your transaction year.