| Item 1.01. |
Entry into a Material Definitive Agreement. |
Unit Repurchase Agreement
On August 4, 2025, Hess Midstream LP, a Delaware limited partnership (the “Company”), Hess Midstream Operations LP, a Delaware limited partnership and a subsidiary of the Company that holds all of the Company’s operating assets (“HESM OpCo” and, together with the Company, the “Partnership Entities”), and Hess Investments North Dakota LLC, a Delaware limited liability company (“HINDL”) and an indirect, wholly owned subsidiary of Chevron Corporation (“Chevron”), entered into a Unit Repurchase Agreement (the “Repurchase Agreement”) pursuant to which HESM OpCo agreed to purchase from HINDL 695,894 Class B units representing limited partner interests in HESM OpCo (“Class B Units” and such Class B Units subject to the Repurchase Agreement, the “Subject Units”) for an aggregate purchase price of approximately $30 million (the “Repurchase Transaction”). The purchase price per Class B Unit is $43.11, the closing price of the Class A shares representing limited partner interests in the Company (“Class A Shares”) on August 4, 2025. Pursuant to the terms of the Repurchase Agreement, immediately following the purchase of the Subject Units from HINDL, HESM OpCo will cancel the Subject Units, and the Company will cancel, for no consideration, an equal number of Class B shares representing limited partner interests in the Company held by HINDL, in accordance with Section 5.5(e) of the Amended and Restated Agreement of Limited Partnership of the Company, dated as of December 16, 2019.
The terms of the Repurchase Agreement were unanimously approved by the Board of Directors (the “Board”) of Hess Midstream GP LLC (“GP LLC”), the general partner of Hess Midstream GP LP, a Delaware limited partnership and the general partner of the Company (the “General Partner”), and the Conflicts Committee of the Board (the “Conflicts Committee”) consisting solely of independent directors. The Conflicts Committee retained independent legal and financial advisors to assist it in evaluating and negotiating the Repurchase Agreement and the Repurchase Transaction.
HINDL made customary representations and warranties in the Repurchase Agreement, including, among others, representations and warranties as to its organization, authorization to enter into the Repurchase Agreement, ownership of the Subject Units and necessary consents and approvals. Each of the Partnership Entities also made customary representations and warranties in the Repurchase Agreement, including, among others, representations and warranties as to their organization, authorization to enter into the Repurchase Agreement and necessary consents and approvals.
The Repurchase Agreement provides that the closing of the Repurchase Transaction is subject to the satisfaction or waiver of customary closing conditions. The Repurchase Agreement also provides for certain termination rights for both the Partnership Entities and HINDL, including if the Repurchase Transaction is not consummated on or before August 18, 2025 or if there is a material breach of the terms of the Repurchase Agreement that cannot be cured by such date. The Repurchase Transaction is expected to close on August 8, 2025.
The above description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Repurchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Repurchase Agreement has been included to provide investors with information regarding its terms. The document is not intended to provide any other factual information about the Company, HESM OpCo, or HINDL. The representations, warranties and covenants contained in the Repurchase Agreement are being made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the agreement, made solely for the allocation of risk between the parties and may be subject to limitations agreed upon by the contracting parties.
Relationships
The Company is managed and controlled by GP LLC. GP LLC is wholly owned by Hess Infrastructure Partners GP LLC (“HIP GP”), and HIP GP is owned 100% by HINDL. As a result, certain individuals, including officers and directors of Chevron, HINDL, HIP GP and the General Partner, serve as officers and/or directors of more than one of such other entities.
