Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

Hess Midstream LP

(Name of Issuer)

Class A Shares

(Title of Class of Securities)

428103105

(CUSIP Number)

Timothy B. Goodell

Hess Corporation

1185 Avenue of the Americas

New York, NY 10036

(212) 997-8500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 26, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 428103105		13D		Page 1 of 11 pages

 

1		Name of Reporting Person     Hess Midstream GP LP
2		Check the Appropriate Box if a Member of a Group   (a):  ☐        (b):  ☐
3		SEC Use Only
4		Source of Funds     OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person with				7		Sole Voting Power     0
				8		Shared Voting Power     898,000
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     898,000

11		Aggregate Amount Beneficially Owned by Each Reporting Person     898,000
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     Not Applicable
13		Percent of Class Represented by Amount in Row (11)     1.6%
14		Type of Reporting Person     PN

 

 

CUSIP No. 428103105		13D		Page 2 of 11 pages

 

1		Name of Reporting Person     Hess Midstream GP LLC
2		Check the Appropriate Box if a Member of a Group   (a):  ☐        (b):  ☐
3		SEC Use Only
4		Source of Funds     OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person with				7		Sole Voting Power     0
				8		Shared Voting Power     898,000
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     898,000

11		Aggregate Amount Beneficially Owned by Each Reporting Person     898,000
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     Not Applicable
13		Percent of Class Represented by Amount in Row (11)     1.6%
14		Type of Reporting Person     OO (Delaware limited liability company)

CUSIP No. 428103105		13D		Page 3 of 11 pages

 

1		Name of Reporting Person     Hess Infrastructure Partners GP LLC
2		Check the Appropriate Box if a Member of a Group   (a):  ☐        (b):  ☐
3		SEC Use Only
4		Source of Funds     OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person with				7		Sole Voting Power     0
				8		Shared Voting Power     898,000
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     898,000

11		Aggregate Amount Beneficially Owned by Each Reporting Person     898,000
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     Not Applicable
13		Percent of Class Represented by Amount in Row (11)     1.6%
14		Type of Reporting Person     OO (Delaware limited liability company)

CUSIP No. 428103105		13D		Page 4 of 11 pages

 

1		Name of Reporting Person     Hess Investments North Dakota LLC
2		Check the Appropriate Box if a Member of a Group   (a):  ☐        (b):  ☐
3		SEC Use Only
4		Source of Funds     OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person with				7		Sole Voting Power     0
				8		Shared Voting Power     88,954,634
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     88,954,634

11		Aggregate Amount Beneficially Owned by Each Reporting Person     88,954,634
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     Not Applicable
13		Percent of Class Represented by Amount in Row (11)     61.4%
14		Type of Reporting Person     OO (Delaware limited liability company)

CUSIP No. 428103105		13D		Page 5 of 11 pages

 

 

1		Name of Reporting Person     Hess Corporation
2		Check the Appropriate Box if a Member of a Group   (a):  ☐        (b):  ☐
3		SEC Use Only
4		Source of Funds     OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)     ☐
6		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person with				7		Sole Voting Power     0
				8		Shared Voting Power     88,954,634
				9		Sole Dispositive Power     0
				10		Shared Dispositive Power     88,954,634

11		Aggregate Amount Beneficially Owned by Each Reporting Person     88,954,634
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares     Not Applicable
13		Percent of Class Represented by Amount in Row (11)     61.4%
14		Type of Reporting Person     CO

CUSIP No. 428103105		13D		Page 6 of 11 pages

 

Explanatory Note

This Amendment No. 7 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on December 17, 2019 (as amended, the Statement), relating to the Class A Shares representing limited partner interests (the Class A Shares) of Hess Midstream LP, a Delaware limited partnership (the Issuer). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

 

Item 2.

Identity and Background.

Item 2 is hereby amended to replace Schedule A in its entirety with Schedule A filed herewith.

 

Item 4.

Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented as follows:

Fourth Repurchase Agreement

On June 29, 2023, pursuant to a Unit Repurchase Agreement, dated June 26, 2023 (the Fourth Repurchase Agreement), by and among the Issuer, HESM Opco, Hess Investments and Blue Holding, HESM Opco purchased from each of Hess Investments and Blue Holding 1,675,042 Opco Class B Units (the Repurchased Units) for an aggregate purchase price of approximately $100 million, or $29.85 per unit (the Fourth Repurchase Transaction). Pursuant to the terms of the Fourth Repurchase Agreement, immediately following the closing of the Fourth Repurchase Transaction, HESM Opco cancelled the Repurchased Units, and the Issuer cancelled, for no consideration, an equal number of Class B Shares held by New HESM GP LP in accordance with Section 5.5(e) of the Amended Opco Partnership Agreement.

The above description of the Fourth Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and incorporated herein by reference.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

(a) (b)

The following sets forth the aggregate number of Class A Shares and percentage of Class A Shares outstanding beneficially owned by each of the Reporting Persons, as well as the number of Class A Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 56,858,493 Class A Shares outstanding following the consummation of the Fourth Repurchase Transaction and the cancellation of the Repurchased Units and an equal number of Class B Shares:

 

Reporting Person		Amount beneficially owned				Percent of class				Sole power to vote or to direct the vote				Shared power to vote or to direct the vote				Sole power to dispose or to direct the disposition				Shared power to dispose or to direct the disposition
Hess Midstream GP LP			898,000				1.6	%			0				898,000				0				898,000
Hess Midstream GP LLC			898,000				1.6	%			0				898,000				0				898,000
Hess Infrastructure Partners GP LLC			898,000				1.6	%			0				898,000				0				898,000
Hess Investments North Dakota LLC			88,954,634				61.4	%			0				88,954,634				0				88,954,634
Hess Corporation			88,954,634				61.4	%			0				88,954,634				0				88,954,634

CUSIP No. 428103105		13D		Page 7 of 11 pages

 

New HESM GP LP is the record holder of 898,000 Class A Shares. HIP GP LLC is the sole member of New HESM GP LLC, which is the general partner of New HESM GP LP. HIP GP LLC is a 50/50 joint venture between Hess Investments and Blue Holding. As such, each of the foregoing entities may be deemed to beneficially own the securities held of record by New HESM GP LP.

In addition, Hess Investments is the record holder of 88,056,634 Opco Class B Units, which may be redeemed for Class A Shares on a one-for-one basis at the option of the holder.

Hess Investments is an indirect, wholly owned subsidiary of Hess Corporation. As a result, Hess Corporation may be deemed to share beneficial ownership of the securities held of record by Hess Investments and New HESM GP LP.

 

(c)	Except as described in Item 4, none of the Reporting Persons nor Related Persons has effected any transactions in the Class A Shares or Opco Class B Units during the past 60 days.

 

(d)

None.

 

(e)	Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and supplemented as follows:

Item 4 above summarizes certain provisions of the Fourth Repurchase Agreement and is incorporated herein by reference. A copy of this agreement is attached as an exhibit hereto and incorporated herein by reference.

Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7.

Materials to be Filed as Exhibits

Item 7 of the Statement is hereby amended and supplemented as follows:

 

Exhibit Number*		Description
12		Unit Repurchase Agreement, dated as of June 26, 2023, by and among Hess Midstream Operations LP, Hess Midstream LP, Hess Investments North Dakota LLC and GIP II Blue Holding, L.P. (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed on June 29, 2023).

CUSIP No. 428103105		13D		Page 8 of 11 pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 30, 2023

 

CUSIP No. 428103105		13D		Page 9 of 11 pages

 

Schedule A

The name, present principal occupation or employment and citizenship of each of the executive officers and directors of Hess Corporation, Hess Investments North Dakota LLC, Hess Infrastructure Partners GP LLC and Hess Midstream GP LLC are set forth below. Unless otherwise noted, the address of each Hess Corporation related person is 1185 Avenue of the Americas, New York, NY 10036 and the address of each other related person is 1501 McKinney Street, Houston TX 77010.

Hess Corporation

 

Name		Present Principal Occupation or Employment		Citizenship
John B. Hess		Chief Executive Officer of Hess Corporation and Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
Gregory P. Hill		President and Chief Operating Officer		United States of America
Timothy B. Goodell		Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of Hess Corporation and General Counsel and Secretary of Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
John P. Rielly		Executive Vice President and Chief Financial Officer of Hess Corporation and Vice President of Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
Richard Lynch		Senior Vice President, Technology and Services		United States of America
Gerbert G. Schoonman		Senior Vice President, Global Production		United States of America
Andrew Slentz		Senior Vice President, Human Resources and Office Management		United States of America
Barbara Lowery-Yilmaz		Senior Vice President and Chief Exploration Officer		United States of America
Terrence J. Checki		Director		United States of America
Leonard S. Coleman, Jr.		Director		United States of America
Lisa Glatch		Director		United States of America
Edith E. Holiday		Director		United States of America
Marc S. Lipschultz		Co-President and Director of Blue Owl Capital Inc.		United States of America
Raymond J. McGuire		President of Lazard Ltd		United States of America
David McManus		Director		United Kingdom
Kevin O. Meyers, Ph.D.		Independent Energy Consultant		United States of America
Karyn F. Ovelmen		Executive Vice President and Chief Financial Officer of Newmont Corporation		United States of America
James H. Quigley		Chairman of the Board		United States of America
William G. Schrader		Director		United States of America

CUSIP No. 428103105		13D		Page 10 of 11 pages

 

Hess Investments North Dakota LLC

 

Name		Present Principal Occupation or Employment		Citizenship
John B. Hess		Chief Executive Officer of Hess Corporation and Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
Timothy B. Goodell		Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of Hess Corporation and General Counsel and Secretary of Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
John P. Rielly		Executive Vice President and Chief Financial Officer of Hess Corporation and Vice President of Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
Jonathan C. Stein		Senior Vice President, Strategy and Planning and Chief Risk Officer of Hess Corporation and Chief Financial Officer of Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
Gerbert G. Schoonman		Senior Vice President, Global Production of Hess Corporation		United States of America

Hess Infrastructure Partners GP LLC

 

Name		Present Principal Occupation or Employment		Citizenship
Jonathan C. Stein		Senior Vice President, Strategy and Planning and Chief Risk Officer of Hess Corporation and Chief Financial Officer of Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
Timothy B. Goodell		Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of Hess Corporation and General Counsel and Secretary of Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
Gerbert G. Schoonman		Senior Vice President, Global Production of Hess Corporation		United States of America
John P. Rielly		Executive Vice President and Chief Financial Officer of Hess Corporation and Vice President of Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
John A. Gatling		President and Chief Operating Officer of Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
William J. Brilliant		Partner of Global Infrastructure Partners		United States of America
James K. Lee		Investment Principal of Global Infrastructure Partners		Australia
Scott E. Telesz		Partner of Global Infrastructure Partners		United States of America

CUSIP No. 428103105		13D		Page 11 of 11 pages

 

Hess Midstream GP LLC

 

Name		Present Principal Occupation or Employment		Citizenship
John B. Hess		Chief Executive Officer of Hess Corporation and Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
John A. Gatling		President and Chief Operating Officer		United States of America
Jonathan C. Stein		Senior Vice President, Strategy and Planning and Chief Risk Officer of Hess Corporation and Chief Financial Officer of Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
Timothy B. Goodell		Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of Hess Corporation and General Counsel and Secretary of Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
John P. Rielly		Executive Vice President and Chief Financial Officer of Hess Corporation and Vice President of Hess Midstream GP LLC, the General Partner of Hess Midstream LP		United States of America
Gregory P. Hill		President and Chief Operating Officer of Hess Corporation		United States of America
Gerbert G. Schoonman		Senior Vice President, Global Production of Hess Corporation		United States of America
William J. Brilliant		Partner of Global Infrastructure Partners		United States of America
Scott E. Telesz		Partner of Global Infrastructure Partners		United States of America
James K. Lee		Investment Principal of Global Infrastructure Partners		United States of America
David W. Niemiec		Advisor, Saratoga Partners		United States of America
John P. Reddy		Director		United States of America
Stephen J.J. Letwin		President and Chief Executive Officer of Mancal Corporation		United States of America