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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. 10 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:
Fifth Repurchase Agreement
On
September 22, 2023, pursuant to a Unit Repurchase Agreement, dated September 19, 2023 (the Fifth Repurchase Agreement), by and among the Issuer, HESM Opco, Hess Investments and Blue Holding, HESM Opco purchased from each of
Hess Investments and Blue Holding 1,650,710 Opco Class B Units (the Repurchased Units) for an aggregate purchase price of approximately $100 million, or $30.29 per unit (the Fifth Repurchase Transaction). Pursuant
to the terms of the Fifth Repurchase Agreement, immediately following the closing of the Fifth Repurchase Transaction, HESM Opco cancelled the Repurchased Units, and the Issuer cancelled, for no consideration, an equal number of Class B Shares
held by New HESM GP LP in accordance with Section 5.5(e) of the Amended Opco Partnership Agreement.
The above description of the
Fifth 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.
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 following the consummation of the Fifth Repurchase Transaction and the cancellation of the Repurchased Units and an equal number of Class B Shares:
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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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75,803,924 |
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52.9 |
% |
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0 |
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75,803,924 |
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0 |
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75,803,924 |
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GIP Blue Holding GP, LLC |
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75,803,924 |
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52.9 |
% |
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0 |
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75,803,924 |
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0 |
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75,803,924 |
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Global Infrastructure GP II, L.P. |
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75,803,924 |
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52.9 |
% |
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0 |
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75,803,924 |
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0 |
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75,803,924 |
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Global Infrastructure Investors II, LLC |
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75,803,924 |
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52.9 |
% |
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0 |
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75,803,924 |
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0 |
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75,803,924 |
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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.