INDEPENDENT VERDICT
Lime Rock Resources III-CV, L.P. is not a conventional new energy private-equity fund raising capital to search for future acquisitions. It is a continuation vehicle created around assets that Lime Rock already owned and operated through the much older Lime Rock Resources Fund III. The September 11, 2026 Form D reports $240 million sold to 18 investors following an August 28 first sale, an indefinite offering, Rule 506(c) and Section 3(c)(7). Only eleven days earlier, Lime Rock publicly announced that the continuation transaction represented $340 million of aggregate transaction value and contained the remaining Fund III oil and gas assets, all located in the Bakken. Existing Fund III investors were offered a choice between liquidity and continuing their exposure through the new vehicle, while Vintage Strategies at Goldman Sachs Alternatives anchored the transaction. The critical research point is therefore the difference between a continuation transaction and a new blind-pool fund: investors are underwriting an identified legacy Bakken portfolio whose ownership is being extended, not simply committing to a manager to buy future assets.
THE $240 MILLION FORM D AND $340 MILLION TRANSACTION VALUE ARE NOT THE SAME MEASUREMENT
The largest numerical issue in this case is a $100 million difference that should not be "corrected" by choosing one figure over the other. The SEC filing reports $240 million of securities sold. Lime Rock's own August 31 announcement, independently repeated by transaction counsel Morgan Lewis, describes $340 million in aggregate transaction value. Those metrics can differ because transaction value may include rolled interests, seller consideration, assumed or newly arranged financing, or other value components that are not securities sold in the specific Regulation D offering. The reviewed public documents do not provide a complete bridge explaining the $100 million difference, so FilingDossier would not attribute it to debt or rollover equity without transaction documents. What can be stated confidently is that $240 million is the Form D capital-sale figure, while $340 million is Lime Rock's broader deal-value figure; they answer different questions and should remain separately labeled.
THE CONTINUATION VEHICLE EXTENDS THE LIFE OF A BAKKEN PORTFOLIO LIME ROCK ALREADY KNOWS
Lime Rock says the continuation vehicle owns a diversified portfolio of oil and gas properties located entirely in the Bakken, with the majority operated directly by Lime Rock. That operating control matters because this is not simply a passive secondary purchase of fund interests. Lime Rock can continue making development and capital-allocation decisions across much of the portfolio, while retaining additional non-operated exposure to third-party development activity in the basin. The structure also answers a classic end-of-fund-life problem: legacy Fund III investors can take liquidity, while investors who still want the Bakken exposure can roll their interests and new institutional buyers can enter at the continuation-vehicle level. Goldman Sachs Alternatives' Vintage Strategies served as lead investor, and Lime Rock stated that syndication demand exceeded available capacity. A Virginia Retirement System board record later identified a $43.2 million commitment to the Fund III continuation vehicle on August 28, providing a rare example of a named institutional investor participating directly in the transaction.
THE MANAGER HISTORY AND SERVICE-PROVIDER CHAIN ARE UNUSUALLY WELL DOCUMENTED
The SEC filing identifies Lime Rock Resources GP III-CV, L.P. as General Partner and Lime Rock Management LP as Manager, with Susan M. Oswald, Eric Mullins and John T. Reynolds in the control chain. Lime Rock Management is independently registered with the SEC under CRD 157127 and SEC file 801-73847, and the adviser record covers the Lime Rock, Lime Rock Resources, Lime Rock Partners and Lime Rock New Energy brands. Lime Rock states that the broader platform has raised more than $10 billion since inception. For the continuation transaction itself, Perella Weinberg Partners served as financial adviser and Morgan, Lewis & Bockius LLP as legal adviser. That adviser chain is especially relevant in a GP-led secondary because existing LPs are being asked to choose between cashing out and rolling into a manager-controlled successor vehicle. The public evidence confirms the transaction infrastructure; it does not, however, disclose the continuation vehicle's purchase-price methodology, fairness process, oil-price assumptions or exact treatment of rolled LP interests.
FINAL ASSESSMENT
Lime Rock Resources III-CV is defined by at least five facts that cannot be copied onto an ordinary energy fund: it is a continuation vehicle for the remaining assets of Fund III; the portfolio is entirely in the Bakken; most assets are operated by Lime Rock; the SEC reports $240 million sold to 18 investors while the sponsor reports $340 million of aggregate transaction value; and Goldman Sachs Alternatives' Vintage Strategies anchored a transaction that allowed existing Fund III LPs either to take liquidity or roll their exposure. The main diligence issue is valuation rather than manager identity. Investors should understand how the $340 million transaction value was established, what portion reflects new cash versus rollover value or financing, which wells and acreage were transferred, what reserve and decline-curve assumptions support the price, and how conflicts were managed when Lime Rock effectively sat on both sides of a transfer from an older fund into a new manager-controlled vehicle.
SEC SNAPSHOT
Issuer: Lime Rock Resources III-CV, L.P. CIK: 0002150936 SEC Form: Form D Accession No.: 0000929638-26-003512 Filing Date: September 11, 2026 Year Organized: 2026 Jurisdiction: Delaware Principal Address: 274 Riverside Avenue, 3rd Floor, Westport, CT 06880 Telephone: 203-293-2750 Industry: Pooled Investment Fund Fund Classification: Private Equity Fund Investment Company Registered: No Investment Company Act Exclusion: Section 3(c)(7) Offering Exemption: Rule 506(c) Security Types: Equity / Pooled Investment Fund Interests Offering Amount: Indefinite Amount Sold: $240,000,000 Remaining: Indefinite Investors: 18 Minimum Investment: $0 First Sale: August 28, 2026 Offering Duration Over One Year: No Sales Commissions: $0 Finder's Fees: $0 Related-Person Payments: $0 General Partner: Lime Rock Resources GP III-CV, L.P. Manager: Lime Rock Management LP Related Person: Susan M. Oswald Related Person: Eric Mullins Related Person: John T. Reynolds Signer: Susan M. Oswald Signer Role: CFO and Secretary of the GP chain
CONTINUATION TRANSACTION PENETRATION
Legacy Fund: Lime Rock Resources Fund III New Vehicle: Lime Rock Resources III-CV, L.P. Sponsor-Reported Aggregate Transaction Value: $340,000,000 SEC Form D Amount Sold: $240,000,000 Difference Between Headline Transaction Value and Form D Sales: $100,000,000 Public Bridge Explaining Entire $100M Difference: NO Existing Fund III Investors Offered Liquidity: YES Existing Fund III Investors Offered Rollover Option: YES New Institutional Investors Participated: YES Lead Investor: Vintage Strategies at Goldman Sachs Alternatives Syndication Demand Exceeded Available Capacity: Sponsor-reported YES Virginia Retirement System Commitment: $43,200,000 publicly reported Virginia Commitment Date: August 28, 2026 Financial Adviser: Perella Weinberg Partners Legal Adviser: Morgan, Lewis & Bockius LLP
ASSET PENETRATION
Underlying Basin: Bakken Portfolio Entirely Located in Bakken: YES Producing Oil and Gas Properties: YES Majority of Assets Operated by Lime Rock: YES Non-Operated Interests Also Included: YES Vehicle Is Blind-Pool Acquisition Fund: NO Vehicle Holds Identified Legacy Fund III Assets: YES Exact Well Count Publicly Disclosed in Reviewed Release: NO Exact Acreage Publicly Disclosed in Reviewed Release: NO Reserve Report Publicly Disclosed: NO PV-10 / NAV Bridge Publicly Disclosed: NO Commodity-Hedge Schedule Publicly Disclosed: NO Debt Included in $340M Transaction Value Publicly Quantified: NO
HISTORICAL FUND / PLATFORM PENETRATION
Lime Rock Resources Fund III: Confirmed Lime Rock Resources Fund IV: Confirmed Lime Rock Resources Fund V: Confirmed Lime Rock Resources Fund VI: Confirmed Fund IV Purcell Asset Divestiture Announced February 2026: YES Purcell Asset Sold at Premium to Internal Valuation According to Sponsor: YES Fund V Pecos Valley Divestiture Announced December 2025: YES Broader Lime Rock Platform Raised Since Inception: More than $10 billion according to sponsor Lime Rock Resources Founded: 2005 Core Strategy: Acquire, operate and improve producing U.S. oil and gas properties
WEBSITE / ENTITY PENETRATION
Official Lime Rock Resources website confirmed: YES Official Domain: limerockresources.com SEC Manager: Lime Rock Management LP CRD: 157127 SEC File No.: 801-73847 SEC Registration Effective Date: March 30, 2012 Lime Rock Resources brand included in adviser record: YES Lime Rock Partners brand included in adviser record: YES Lime Rock New Energy brand included in adviser record: YES Westport manager address confirmed: YES Houston Lime Rock Resources operating office confirmed: YES Eric Mullins management relationship confirmed: YES John Reynolds management relationship confirmed: YES Susan Oswald SEC role confirmed: YES Goldman Sachs Alternatives anchor relationship confirmed by sponsor: YES Perella Weinberg financial-adviser relationship confirmed: YES Morgan Lewis legal-adviser relationship confirmed: YES $340M transaction value equal to Form D amount sold: NO
CORE INVESTOR QUESTIONS
How was the $340 million aggregate transaction value calculated What specifically explains the difference between $340 million transaction value and $240 million of Form D securities sold How much new cash came from Goldman Sachs Vintage Strategies and other new investors How much value came from Fund III investors rolling their existing interests Was debt assumed or refinanced at the continuation-vehicle level What percentage of Fund III LPs chose liquidity versus rollover What valuation process was used for the Bakken assets Was an independent fairness opinion obtained What oil and natural-gas price deck was used What proved and probable reserve assumptions support the transaction price What are current production levels and decline curves How much development capital is expected after closing What percentage of production is hedged Which assets are operated versus non-operated What are the largest operator and acreage concentrations How do continuation-vehicle fees and carry compare with original Fund III economics Did rollover LPs receive any fee or carry concessions How are conflicts managed when Lime Rock transfers assets from an older fund into a new Lime Rock-managed vehicle What exit routes are contemplated for the continuation portfolio
PRIMARY EVIDENCE REVIEWED
SEC Form D for Lime Rock Resources III-CV, L.P. filed September 11, 2026. Lime Rock Resources official August 31, 2026 continuation-vehicle announcement. Morgan Lewis transaction announcement confirming the $340 million deal, Goldman Sachs Alternatives anchor and legal-adviser role. Lime Rock Management SEC Investment Adviser Public Disclosure record. Lime Rock Resources official contact and platform materials. Lime Rock Resources February 2026 Fund IV Purcell divestiture announcement. Lime Rock Resources December 2025 Fund V Pecos Valley divestiture announcement. Virginia Retirement System public board materials identifying a $43.2 million commitment to the Fund III continuation vehicle. Public secondary-market reporting used to cross-check the timing and structure of the continuation transaction.
IMPORTANT FORM D NOTICE
The $240 million reported in Lime Rock Resources III-CV, L.P.'s Form D is the amount of securities sold in that exempt offering. Lime Rock's separately announced $340 million figure is aggregate transaction value for the continuation transaction and should not be substituted for the Form D amount or described as $340 million of Regulation D capital raised. The reviewed public materials do not provide a complete reconciliation of the $100 million difference. Likewise, Lime Rock Management's SEC registration, CRD and Form D filings establish regulatory identities and notices; they do not constitute SEC approval of the continuation transaction, Bakken asset valuation, reserve assumptions or investment performance.