UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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Item 1.01. Entry into a Material Definitive Agreement.
On May 28, 2025, Hess Midstream LP, a Delaware limited partnership (the “Company”), Hess Midstream GP LP, a Delaware limited partnership and the general partner of the Company (the “General Partner”), Hess Midstream GP LLC, a Delaware limited liability company and the general partner of the General Partner (“GP LLC” and, together with the General Partner, the “GP Entities”), GIP II Blue Holding, L.P., a Delaware limited partnership (the “Selling Shareholder”), and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as underwriters (the “Underwriters”), entered into an Underwriting Agreement (the “Underwriting Agreement”), pursuant to which the Selling Shareholder agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Shareholder, subject to and upon the terms and conditions set forth therein, 15,022,517 Class A shares representing limited partner interests in the Company (the “Class A Shares”) at a price to the public of $37.25 per Class A Share, less underwriting discounts (the “Secondary Offering”).
The Selling Shareholder received net proceeds from the Secondary Offering of $553,729,976.62, after deducting underwriting discounts. The Company did not receive any proceeds in the Secondary Offering.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company and Selling Shareholder and customary conditions to closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, the Company and the Selling Shareholder have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make in respect of these liabilities.
Pursuant to the Underwriting Agreement, the Company, the GP Entities and Hess Investments North Dakota LLC, a Delaware limited liability company (“HINDL”), have agreed not to sell or otherwise dispose of any Class A Shares held by them for a period ending 60 days after the date of the Underwriting Agreement without first obtaining the written consent of the Underwriters, subject to certain exceptions.
The Secondary Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-270028), a base prospectus dated February 27, 2023, included as part of the registration statement, and a prospectus supplement, dated May 28, 2025, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.
The Underwriting Agreement is attached hereto as an exhibit to provide interested persons with information regarding its terms but is not intended to provide any other factual information about the Company or the Selling Shareholder. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement as of specific dates indicated therein, were solely for the benefit of the parties to the agreement and may be subject to limitations agreed upon by such parties.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
The legal opinion of Latham & Watkins LLP relating to the validity of the Class A Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective upon the closing of the Secondary Offering, in connection with the governance changes disclosed in the Current Report on Form 8-K dated May 28, 2025, each of William J. Brilliant, Scott E. Telesz and James K. Lee resigned from the board of directors (the “Board”) of GP LLC. At the time of their resignations, none of the foregoing individuals had any disagreements with the Company on any matter relating to the Company’s operations, policies or practices. At the time of their resignations, none of the foregoing individuals served on a committee of the Board.
Item 8.01 Other Events.
On May 28, 2025, the Company issued a press release announcing the pricing of the Secondary Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 1.1* | Underwriting Agreement, dated May 28, 2025, by and among Hess Midstream LP, Hess Midstream GP LP, Hess Midstream GP LLC, GIP II Blue Holding, L.P., J.P. Morgan Securities LLC and Citigroup Global Markets Inc. | |
| 5.1 | Opinion of Latham and Watkins LLP | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release issued by the Company on May 28, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
| * | Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the registrant treats as private or confidential. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HESS MIDSTREAM LP | ||||||
| By: | Hess Midstream GP LP, its general partner | |||||
| By: | Hess Midstream GP LLC, its general partner | |||||
| Date: May 30, 2025 | By: | /s/ Jonathan C. Stein | ||||
| Name: Jonathan C. Stein | ||||||
| Title: Chief Financial Officer | ||||||