8-K: Chevron Merger Triggers Major Leadership Overhaul at Hess Midstream LP

Hess Midstream LP announces significant changes to its Board of Directors and executive leadership following the consummation of the merger between Hess Corporation and Chevron Corporation, resulting in Chevron indirectly controlling approximately 37.8% of Hess Midstream.

Summary

• The merger between Hess Corporation and Chevron Corporation was consummated on July 18, 2025, with Hess continuing as a direct, wholly owned subsidiary of Chevron Corporation.
• Each outstanding share of Hess common stock was converted into the right to receive 1.025 shares of common stock of Chevron Corporation.
• Chevron Corporation now indirectly manages and controls Hess Midstream LP, holding 100% of the Class B shares and Class B Units, which collectively represent an approximate 37.8% interest in Hess Midstream LP on a consolidated basis.
• Significant changes to Hess Midstream's Board of Directors and executive officers were effective July 18, 2025, as a direct result of the merger.
• Three Hess-appointed directors, John B. Hess, John P. Rielly, and Gregory P. Hill, resigned from the Board.
• Three Chevron executives, Andrew B. Walz, Kristen Mary George Ghattas, and Kristi H. McCarthy, were appointed to the Board, with Mr. Walz also designated as Chairman.
• Jonathan C. Stein, previously CFO, was appointed Chief Executive Officer, succeeding John B. Hess.
• Michael J. Chadwick was appointed Chief Financial Officer, succeeding Jonathan C. Stein.
• Gabriela B. Boersner was appointed General Counsel and Secretary, succeeding Timothy B. Goodell and John P. Rielly respectively.

Sentiment

Score: 7

Explanation: The document reports the successful consummation of a major merger and the subsequent, expected leadership changes. The tone is professional and forward-looking, with new management expressing commitment to shareholder value and continued strong performance. No negative financial or operational news is presented.

Positives

• New management expresses commitment to continuing to drive shareholder value.
• Focus on strong operational and financial performance and delivering significant shareholder returns on a consistent and ongoing basis.
• Three independent directors will remain on the Board and continue to serve on the Audit Committee, ensuring continuity and compliance.

Risks

• The ability of Chevron and other parties to satisfy their obligations to Hess Midstream, including Chevron's ability to meet its drilling and development plans on a timely basis or at all, its ability to deliver nominated volumes, and the operation of joint ventures not controlled by Hess Midstream.
• Hess Midstream's ability to generate sufficient cash flow to pay current and expected levels of distributions.
• Reductions in the volumes of crude oil, natural gas, natural gas liquids (NGLs), and produced water gathered, processed, terminaled, or stored.
• Fluctuations in the prices and demand for crude oil, natural gas, and NGLs.
• Changes in global economic conditions and the effects of a global economic downturn or inflation on Hess Midstream's business and the business of its suppliers, customers, business partners, and lenders.
• Hess Midstream's ability to comply with government regulations or make capital expenditures required to maintain compliance, including obtaining or maintaining permits necessary for capital projects in a timely manner, if at all, or the revocation or modification of existing permits.
• Hess Midstream's ability to successfully identify, evaluate, and timely execute its capital projects, investment opportunities, and growth strategies, whether through organic growth or acquisitions.
• Costs or liabilities associated with federal, state, and local laws, regulations, and governmental actions applicable to Hess Midstream's business, including legislation and regulatory initiatives relating to environmental protection and health and safety.
• Hess Midstream's ability to comply with the terms of its credit facility, indebtedness, and other financing arrangements, which, if accelerated, may not be able to be repaid.
• Reduced demand for Hess Midstream's services, including the impact of weather or the availability of competing third-party midstream gathering, processing, and transportation operations.
• Potential disruption or interruption of Hess Midstream's business due to catastrophic events, such as accidents, severe weather events, labor disputes, information technology failures, constraints or disruptions, and cyber-attacks.
• Any limitations on Hess Midstream's ability to access debt or capital markets on terms deemed acceptable, including as a result of weakness in the oil and gas industry or negative outcomes within commodity and financial markets.
• Liability resulting from litigation.
• Risks and uncertainties associated with Hess's completed merger and integration with Chevron Corporation.

Future Outlook

Hess Midstream remains focused on strong operational and financial performance and delivering significant shareholder returns on a consistent and ongoing basis. The new leadership is committed to continuing to drive shareholder value and looks forward to working with Chevron.

Management Comments

• "I would like to thank the Hess-appointed Board members for their many contributions to Hess Midstream during their tenure." Andy Walz, new Chairman of the Board.
• "I am pleased to join the remaining members of the Board along with my Chevron colleagues. The Board and management team are committed to continuing to drive shareholder value underpinned by Hess Midstream's performance." Andy Walz, new Chairman of the Board.
• "We are excited for the future and look forward to working with Chevron to further enhance shareholder value." Jonathan Stein, new Chief Executive Officer of Hess Midstream.
• "Hess Midstream remains focused on strong operational and financial performance and delivering significant shareholder returns on a consistent and ongoing basis." Jonathan Stein, new Chief Executive Officer of Hess Midstream.

Industry Context

The consummation of the Hess-Chevron merger signifies a major consolidation within the energy sector, impacting the midstream operations previously associated with Hess. For Hess Midstream, this means a shift from being primarily aligned with Hess Corporation to now being indirectly managed and controlled by Chevron, a global energy major. This integration could lead to strategic alignment with Chevron's broader upstream and downstream operations, potentially influencing future volume commitments and capital allocation within the Bakken and Three Forks Shale plays where Hess Midstream operates.

Management Changes

Corporate Governance

Related Party Transactions

• Relationships between the Company, the General Partner, GP LLC, HIP GP LLC, and Hess are referenced in Item 13 Certain Relationships and Related Transactions, and Director Independence in the Annual Report on Form 10-K for the year ended December 31, 2024.
• New Board members and officers have no direct or indirect material interest in any transaction contemplated by Item 404(a) of Regulation S-K other than through their respective employment with CUSA or any subsidiary of Chevron Corporation.

Stakeholder Impact

• Shareholders: The merger results in a change of indirect control for Hess Midstream, with Chevron now holding a significant consolidated interest. This could lead to strategic shifts aligned with Chevron's long-term plans, potentially impacting future distributions and growth opportunities.
• Employees: Key leadership roles have changed, with new executives appointed from Chevron or promoted internally, who will also be employees of Chevron U.S.A. Inc. This signifies integration into Chevron's corporate structure.
• Customers: Hess Midstream will continue to provide services to Chevron, its subsidiaries, and third-party customers, with Chevron's ability to meet drilling and development plans and nominated volumes being a key factor for Hess Midstream's operations.

Next Steps

• Hess Midstream expects to appoint a fourth independent Board member.

Key Dates

Keywords

Hess Midstream LP, HESM, Chevron Corporation, Hess Corporation, Merger, Acquisition, Midstream, Corporate Governance, Board of Directors, Executive Leadership, Oil and Gas, SEC Filing, 8-K