UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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)
March 14, 2024
(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 person’s 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 8 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)
1.1% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 428103105 | 13D | Page 2 of 8 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)
1.1% | |||||
| 14 | Type of Reporting Person
OO (Delaware limited liability company) | |||||
| CUSIP No. 428103105 | 13D | Page 3 of 8 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)
1.1% | |||||
| 14 | Type of Reporting Person
OO (Delaware limited liability company) | |||||
| CUSIP No. 428103105 | 13D | Page 4 of 8 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
84,969,940 | |||||
| 9 | Sole Dispositive Power 0
| |||||
| 10 | Shared Dispositive Power
84,969,940 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
84,969,940 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
51.8% | |||||
| 14 | Type of Reporting Person
OO (Delaware limited liability company) | |||||
| CUSIP No. 428103105 | 13D | Page 5 of 8 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
84,969,940 | |||||
| 9 | Sole Dispositive Power 0
| |||||
| 10 | Shared Dispositive Power
84,969,940 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
84,969,940 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
51.8% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 428103105 | 13D | Page 6 of 8 pages |
Explanatory Note
This Amendment No. 13 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 4. | Purpose of Transaction. |
Item 4 of the Statement is hereby amended and supplemented as follows:
March 2024 Repurchase Transaction
On March 14, 2024, pursuant to the previously disclosed March 2024 Repurchase Agreement, the March 2024 Repurchase Transaction closed, pursuant to which HESM Opco purchased from Hess Investments and Blue Holding 1,059,390 and 1,757,511 Opco Class B Units, respectively, for an aggregate purchase price of approximately $100 million, or $35.50 per unit. Pursuant to the terms of the March 2024 Repurchase Agreement, HESM Opco cancelled the Repurchased Units, and the Issuer cancelled, for no consideration, an equal number of Class B Shares held by Hess Investments and Blue Holding, respectively, in accordance with Section 5.5(e) of the Amended Opco Partnership Agreement.
Class B Share Distribution Agreement
In connection with the March 2024 Repurchase Transaction, on March 14, 2024, New HESM GP LP, New HESM GP LLC, HIP GP LLC, Hess Investments and Blue Holding, L.P. entered into a distribution agreement (the “March 2024 Distribution Agreement”) pursuant to which New HESM GP LP distributed 3,515,022 Class B Shares to HIP GP LLC. HIP GP LLC then immediately distributed 1,757,511 Class B Shares to each of Hess Investments and Blue Holding.
| 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)
| CUSIP No. 428103105 | 13D | Page 7 of 8 pages |
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 79,921,383 Class A Shares outstanding as of March 11, 2024:
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 | 1.1 | % | 0 | 898,000 | 0 | 898,000 | |||||||||||||||||
Hess Midstream GP LLC | 898,000 | 1.1 | % | 0 | 898,000 | 0 | 898,000 | |||||||||||||||||
Hess Infrastructure Partners GP LLC | 898,000 | 1.1 | % | 0 | 898,000 | 0 | 898,000 | |||||||||||||||||
Hess Investments North Dakota LLC | 84,969,940 | 51.8 | % | 0 | 84,969,940 | 0 | 84,969,940 | |||||||||||||||||
Hess Corporation | 84,969,940 | 51.8 | % | 0 | 84,969,940 | 0 | 84,969,940 | |||||||||||||||||
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 84,071,940 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. |
| CUSIP No. 428103105 | 13D | Page 8 of 8 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: March 15, 2024
| HESS MIDSTREAM GP LP | ||
| By: Hess Midstream GP LLC, its general partner | ||
| By: | /s/ Jonathan C. Stein | |
| Name: | Jonathan C. Stein | |
| Title: | Chief Financial Officer | |
| HESS MIDSTREAM GP LLC | ||
| By: | /s/ Jonathan C. Stein | |
| Name: | Jonathan C. Stein | |
| Title: | Chief Financial Officer | |
| HESS INFRASTRUCTURE PARTNERS GP LLC | ||
| By: | /s/ Jonathan C. Stein | |
| Name: | Jonathan C. Stein | |
| Title: | Chief Financial Officer | |
| HESS INVESTMENTS NORTH DAKOTA LLC | ||
| By: | /s/ Jonathan C. Stein | |
| Name: | Jonathan C. Stein | |
| Title: | Vice President | |
| HESS CORPORATION | ||
| By: | /s/ John P. Rielly | |
| Name: | John P. Rielly | |
| Title: | Executive Vice President and Chief Financial Officer | |
