Sec Form 13D Filing - Hess Investments North Dakota LLC @ HESS MIDSTREAM LP SHS

Sec Form 13D Filing - Hess Investments North Dakota LLC filing for HESS MIDSTREAM LP SHS (HESM) - 2024-03-15

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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. 13)*

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)

March 14, 2024

(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


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


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


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


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


CUSIP No. 428103105		13D		Page 6 of 8 pages

Explanatory Note

This Amendment No. 13 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:

March 2024 Repurchase Transaction

On March 14, 2024, pursuant to the previously disclosed March 2024 Repurchase Agreement, the March 2024 Repurchase Transaction closed, pursuant to which HESM Opco purchased from Hess Investments and Blue Holding 1,059,390 and 1,757,511 Opco Class B Units, respectively, for an aggregate purchase price of approximately $100 million, or $35.50 per unit. Pursuant to the terms of the March 2024 Repurchase Agreement, 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.

Class B Share Distribution Agreement

In connection with the March 2024 Repurchase Transaction, on March 14, 2024, New HESM GP LP, New HESM GP LLC, HIP GP LLC, Hess Investments and Blue Holding, L.P. entered into a distribution agreement (the “March 2024 Distribution Agreement”) pursuant to which New HESM GP LP distributed 3,515,022 Class B Shares to HIP GP LLC. HIP GP LLC then immediately distributed 1,757,511 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)


CUSIP No. 428103105		13D		Page 7 of 8 pages

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 79,921,383 Class A Shares outstanding as of March 11, 2024:


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		1.1	%		0		898,000		0		898,000
Hess Midstream GP LLC		898,000		1.1	%		0		898,000		0		898,000
Hess Infrastructure Partners GP LLC		898,000		1.1	%		0		898,000		0		898,000
Hess Investments North Dakota LLC		84,969,940		51.8	%		0		84,969,940		0		84,969,940
Hess Corporation		84,969,940		51.8	%		0		84,969,940		0		84,969,940

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 84,071,940 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.


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: March 15, 2024


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

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

with

Sole Voting Power

0

Shared Voting Power

898,000

Sole Dispositive Power

0

Shared Dispositive Power

898,000