SCHEDULE 13D/A: Hess Midstream LP Completes $190 Million Share Repurchase and Ownership Restructuring

Hess Midstream LP announced the completion of a $190 million share repurchase from Hess Investments and Blue Holding, alongside a related Class B share distribution, impacting beneficial ownership percentages.

Summary

• Hess Midstream LP (HESM Opco) completed a repurchase transaction on May 9, 2025, acquiring 5,151,842 Opco Class B Units from Hess Investments and Blue Holding for approximately $190 million, at a price of $36.88 per unit.
• Following the repurchase, HESM Opco cancelled the acquired units, and Hess Midstream LP cancelled an equal number of Class B Shares held by Hess Investments and Blue Holding for no consideration.
• Concurrently, a Class B Share Distribution Agreement was executed on May 9, 2025, where New HESM GP LP distributed 6,225,772 Class B Shares to HIP GP LLC, which then immediately distributed 3,112,886 Class B Shares to each of Hess Investments and Blue Holding.
• As of May 9, 2025, Hess Investments North Dakota LLC and Hess Corporation beneficially own 79,877,190 Class A Shares, representing 40.8% of the outstanding Class A Shares.
• Hess Midstream GP LP, Hess Midstream GP LLC, and Hess Infrastructure Partners GP LLC collectively beneficially own 898,000 Class A Shares, representing 0.8% of the outstanding Class A Shares.
• There were 116,588,803 Class A Shares outstanding as of May 9, 2025.

Sentiment

Score: 6

Explanation: The document reports a significant share repurchase, which is generally viewed positively as it can enhance shareholder value by reducing share count. It also details a complex but seemingly routine internal ownership restructuring. No negative information or risks are disclosed.

Positives

• The repurchase of 5,151,842 Opco Class B Units for approximately $190 million at $36.88 per unit reduces the total outstanding units, which can be accretive to per-share metrics for remaining shareholders.

Future Outlook

The document does not provide specific forward-looking statements or guidance regarding future operations or financial performance, focusing solely on the completed ownership restructuring and share repurchase.

Industry Context

This filing details an internal ownership restructuring and share repurchase within the Hess Midstream LP entity, involving its key sponsors, Hess Corporation and Blue Holding. Such transactions are common in the midstream sector for optimizing capital structure and sponsor interests, but this document does not provide broader industry context or trends.

Related Party Transactions

• The May 2025 Repurchase Transaction involved HESM Opco purchasing units from Hess Investments and Blue Holding, which are significant beneficial owners and related parties.
• The Class B Share Distribution Agreement involved New HESM GP LP, HIP GP LLC, Hess Investments, and Blue Holding, L.P., all of whom are related parties in the ownership structure.

Stakeholder Impact

• Shareholders: The repurchase of units could potentially increase the value of remaining Class A Shares by reducing the total share count, assuming the company's underlying performance remains strong. The restructuring clarifies ownership stakes among key sponsors.

Key Dates

Keywords

Hess Midstream LP, HESM, SEC filing, Schedule 13D, beneficial ownership, share repurchase, Class A Shares, Class B Units, Hess Corporation, corporate governance, ownership restructuring, midstream, energy infrastructure