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CUSIP No. 428103105 |
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13D |
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Page 5 of 8 pages |
Explanatory Note
This Amendment No. 8 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:
August 2023 Secondary Offering
On
August 15, 2023, the Issuer, New HESM GP LP, New HESM GP LLC, Blue Holding, and Goldman Sachs & Co. LLC, as underwriter (the Underwriter), entered into an Underwriting Agreement (the August 2023 Underwriting
Agreement), pursuant to which the Underwriter agreed to purchase from Blue Holding, subject to and upon the terms and conditions set forth therein, 10,000,000 Class A Shares at a price of $28.59 per share (the August 2023 Secondary
Offering).
Pursuant to the August 2023 Underwriting Agreement, Blue Holding granted the Underwriter an option, exercisable for 30
days, to purchase up to an additional 1,500,000 Class A Shares at $28.59 per share. The sale of an aggregate of 10,000,000 Class A Shares to the Underwriter was consummated on August 17, 2023. In connection with the sale, Blue Holding
redeemed 10,000,000 OpCo Class B Units for a corresponding number of Class A Shares.
Pursuant to the August 2023 Underwriting
Agreement, the Issuer, Blue Holding and Hess Investments 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 August 2023 Underwriting Agreement without first
obtaining the written consent of the Underwriter subject to certain exceptions.
The above description of the August 2023 Underwriting
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.