Sec Form 13D Filing - Hess Investments North Dakota LLC filing for Hess Midstream LP (HESM) - 2023-11-16

Insider filing report for Changes in Beneficial Ownership

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

 

 

Hess Midstream LP

(Name of Issuer)

Class A Shares

(Title of Class of Securities)

428103105

(CUSIP Number)

Timothy B. Goodell

Hess Corporation

1185 Avenue of the Americas

New York, NY 10036

(212) 997-8500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 13, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 428103105    13D    Page 1 of 8 pages

 

  1    

  Name of Reporting Person

 

  Hess Midstream GP LP

  2  

  Check the Appropriate Box if a Member of a Group

 

  (a):  ☐        (b):  ☐

  3  

  SEC Use Only

 

  4  

  Source of Funds

 

  OO

  5  

  Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

with

 

     7    

  Sole Voting Power

 

  0

     8  

  Shared Voting Power

 

  898,000

     9  

  Sole Dispositive Power

 

  0

   10  

  Shared Dispositive Power

 

  898,000

  11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  898,000

  12  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  Not Applicable

  13  

  Percent of Class Represented by Amount in Row (11)

 

  1.3%

  14  

  Type of Reporting Person

 

  PN


CUSIP No. 428103105    13D    Page 2 of 8 pages

 

  1    

  Name of Reporting Person

 

  Hess Midstream GP LLC

  2  

  Check the Appropriate Box if a Member of a Group

 

  (a):  ☐        (b):  ☐

  3  

  SEC Use Only

 

  4  

  Source of Funds

 

  OO

  5  

  Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

with

 

     7    

  Sole Voting Power

 

  0

     8  

  Shared Voting Power

 

  898,000

     9  

  Sole Dispositive Power

 

  0

   10  

  Shared Dispositive Power

 

  898,000

  11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  898,000

  12  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  Not Applicable

  13  

  Percent of Class Represented by Amount in Row (11)

 

  1.3%

  14  

  Type of Reporting Person

 

  OO (Delaware limited liability company)


CUSIP No. 428103105    13D    Page 3 of 8 pages

 

  1    

  Name of Reporting Person

 

  Hess Infrastructure Partners GP LLC

  2  

  Check the Appropriate Box if a Member of a Group

 

  (a):  ☐        (b):  ☐

  3  

  SEC Use Only

 

  4  

  Source of Funds

 

  OO

  5  

  Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

with

 

     7    

  Sole Voting Power

 

  0

     8  

  Shared Voting Power

 

  898,000

     9  

  Sole Dispositive Power

 

  0

   10  

  Shared Dispositive Power

 

  898,000

  11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  898,000

  12  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  Not Applicable

  13  

  Percent of Class Represented by Amount in Row (11)

 

  1.3%

  14  

  Type of Reporting Person

 

  OO (Delaware limited liability company)< /p>


CUSIP No. 428103105    13D    Page 4 of 8 pages

 

  1    

  Name of Reporting Person

 

  Hess Investments North Dakota LLC

  2  

  Check the Appropriate Box if a Member of a Group

 

  (a):  ☐        (b):  ☐

  3  

  SEC Use Only

 

  4  

  Source of Funds

 

  OO

  5  

  Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

with

 

     7    

  Sole Voting Power

 

  0

     8  

  Shared Voting Power

 

  86,029,330

     9  

  Sole Dispositive Power

 

  0

   10  

  Shared Dispositive Power

 

  86,029,330

  11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  86,029,330

  12  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  Not Applicable

  13  

  Percent of Class Represented by Amount in Row (11)

 

  56.0%

  14  

  Type of Reporting Person

 

  OO (Delaware limited liability company)


CUSIP No. 428103105    13D    Page 5 of 8 pages

 

  1    

  Name of Reporting Person

 

  Hess Corporation

  2  

  Check the Appropriate Box if a Member of a Group

 

  (a):  ☐        (b):  ☐

  3  

  SEC Use Only

 

  4  

  Source of Funds

 

  OO

  5  

  Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)

 

  ☐

  6  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

with

 

     7    

  Sole Voting Power

 

  0

     8  

  Shared Voting Power

 

  86,029,330

     9  

  Sole Dispositive Power

 

  0

   10  

  Shared Dispositive Power

 

  86,029,330

  11    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  86,029,330

  12  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  Not Applicable

  13  

  Percent of Class Represented by Amount in Row (11)

 

  56.0%

  14  

  Type of Reporting Person

 

  CO


CUSIP No. 428103105    13D    Page 6 of 8 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:

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:

 

Reporting Person

   Amount
beneficially
owned
     Percent
of class
    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
     Shared
power to
dispose or to
direct the
disposition
 

Hess Midstream GP LP

     898,000        1.3     0        898,000        0        898,000  

Hess Midstream GP LLC

     898,000        1.3     0        898,000        0        898,000  

Hess Infrastructure Partners GP LLC

     898,000        1.3     0        898,000        0        898,000  

Hess Investments North Dakota LLC

     86,029,330        56.0     0        86,029,330        0        86,029,330  

Hess Corporation

     86,029,330        56.0     0        86,029,330        0        86,029,330  


CUSIP No. 428103105    13D    Page 7 of 8 pages

 

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.

In addition, Hess Investments is the record holder of 85,131,330 Opco Class B Units, which may be redeemed for Class A Shares on a one-for-one basis at the option of the holder.

Hess Investments is an indirect, wholly owned subsidiary of Hess Corporation. As a result, Hess Corporation may be deemed to share beneficial ownership of the securities held of record by Hess Investments and New HESM GP LP.

 

(c)

Except as described in Item 4, none of the Reporting Persons nor Related Persons has effected any transactions in the Class A Shares or Opco Class B Units during the past 60 days.

 

(d)

None.

 

(e)

Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and supplemented as follows:

Item 4 above summarizes certain provisions of the Sixth Repurchase Agreement and is incorporated herein by reference. A copy of such agreement is attached as an exhibit hereto and incorporated herein by reference.

Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7.

Materials to be Filed as Exhibits

Item 7 of the Statement is hereby amended and supplemented as follows:

 

Exhibit
Number*

  

Description

14    Unit Repurchase Agreement, dated as of November 13, 2023, by and among Hess Midstream Operations LP, Hess Midstream LP, Hess Investments North Dakota LLC and GIP II Blue Holding, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on November 16, 2023).


CUSIP No. 428103105    13D    Page 8 of 8 pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 16, 2023

 

HESS MIDSTREAM GP LP
By: Hess Midstream GP LLC, its general partner
By:   /s/ Jonathan C. Stein
Name: Jonathan C. Stein
Title: Chief Financial Officer
HESS MIDSTREAM GP LLC
By:   /s/ Jonathan C. Stein
Name: Jonathan C. Stein
Title: Chief Financial Officer
HESS INFRASTRUCTURE PARTNERS GP LLC
By:   /s/ Jonathan C. Stein
Name: Jonathan C. Stein
Title: Chief Financial Officer
HESS INVESTMENTS NORTH DAKOTA LLC
By:   /s/ Jonathan C. Stein
Name: Jonathan C. Stein
Title: Vice President
HESS CORPORATION
By:   /s/ John P. Rielly
Name: John P. Rielly
Title: Executive Vice President and Chief Financial Officer