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CUSIP No. 428103105 |
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13D |
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Page 5 of 7 pages |
Explanatory Note
This Amendment No. 11 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:
Sixth Repurchase Agreement
On
November 16, 2023, pursuant to a Unit Repurchase Agreement, dated November 13, 2023 (the Sixth Repurchase Agreement), by and among the Issuer, HESM Opco, Hess Investments and Blue Holding, HESM Opco purchased from Hess
Investments and Blue Holding 1,274,594 and 2,095,813 Opco Class B Units, respectively (the Repurchased Units), for an aggregate purchase price of approximately $100 million, or $29.67 per unit (the Sixth Repurchase
Transaction). Pursuant to the terms of the Sixth Repurchase Agreement, immediately following the closing of the Sixth Repurchase Transaction, 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.
The above description of the Sixth 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.
Class B Share Distribution Agreement
In connection with the Sixth Repurchase Transaction, on November 16, 2023, New HESM GP LP, New HESM GP LLC, HIP GP LLC, Hess
Investments and Blue Holding, L.P. entered into a distribution agreement (the Distribution Agreement) pursuant to which New HESM GP LP distributed 4,191,626 Class B Shares to HIP GP LLC. HIP GP LLC then immediately distributed
2,095,813 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)
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 68,358,493 Class A Shares
outstanding as of October 31, 2023:
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Reporting Person |
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Amount beneficially owned |
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Percent of class |
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Sole power to vote or to direct the vote |
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Shared power to vote or to direct the vote |
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Sole power to dispose or to direct the disposition |
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Shared power to dispose or to direct the disposition |
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GIP II Blue Holding, L.P. |
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73,708,111 |
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52.2 |
% |
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0 |
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73,708,111 |
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0 |
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73,708,111 |
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GIP Blue Holding GP, LLC |
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73,708,111 |
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52.2 |
% |
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0 |
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73,708,111 |
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0 |
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73,708,111 |
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Global Infrastructure GP II, L.P. |
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73,708,111 |
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52.2 |
% |
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0 |
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73,708,111 |
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0 |
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73,708,111 |
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Global Infrastructure Investors II, LLC |
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73,708,111 |
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52.2 |
% |
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0 |
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73,708,111 |
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0 |
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73,708,111 |
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