What changed in this filing

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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-03-01 · 45 added, 52 removed, 601 unchanged (14% of the section changed)

30 unchanged sentences

Executive officers have been appointed by, and will serve at the discretion of, the Company Board.

The following table shows information for the directors and executive officers of GP LLC as of March 1, 2022.

The following table shows information for the directors and executive officers of GP LLC as of February 27, 2023.

Position with Hess Midstream GP LLC

17 unchanged sentences

Gatling served as Chief Operating Officer of MLP GP LLC from December 2015 to December 2019.

Gatling is also the head of Hess’

Midstream Business and leads Hess’

Onshore Infrastructure, Commercial, Land, Supply Chain and Finance functions.

Gatling also leads Hess’

Bakken business.

In addition, Mr.

6 unchanged sentences

Stein served as Chief Financial Officer of MLP GP LLC from July 2014 to December 2019.

Stein has served as Senior Vice President, Strategy and Planning of Hess since April 2021 and continues his role as Vice President, Chief Risk Officer of Hess which he has held since June 2004.

Stein has served as Senior Vice President, Strategy and Planning of Hess since April 2021 and continues his role as Chief Risk Officer of Hess which he has held since June 2004.

In such capacities, he is responsible for Hess’

corporate strategy and financial planning process, Hess’

corporate strategy and financial planning process, business development and commercial function, risk management processes and controls, Hess’

Midstream segment financial reporting, derivative disclosure and accounting policy and is a member of Hess’

4 unchanged sentences

Stein was a consultant with Ernst & Young LLP’s Risk Management and Regulatory Practice, where he assisted financial services and energy trading clients in establishing their risk management infrastructure.

Stein is also a Certified Management Accountant.

Goodell was appointed General Counsel and Secretary of GP LLC in September 2019.

18 unchanged sentences

Hill spent 25 years at Shell, where he performed a variety of operations, engineering, technical and business leadership roles in Asia-Pacific, Europe and the United States, including Executive Vice President—Exploration and Production of Singapore-based Shell Asia Pacific from 2006 to 2008 while also serving as Chairman of Shell’s Global Production Leadership Team.

Hill has been a director of GoGreen Investments Corporation since March 2021.

Hill has been a director of GoGreen Investments Corporation since 2021.

We believe that Mr.

13 unchanged sentences

Brilliant served as a member of the Partnership Board from December 2015 to December 2019.

Brilliant is currently a Partner of GIP and focuses on North American energy investments.

Brilliant is a member of GIP’s Investment and Operating Committees.

Brilliant is currently a Partner of GIP and is a member of GIP’s Investment and Operating Committees.

He has served as a member of GIP’s investment team since May 2007 and led GIP’s investment in HIP.

1 unchanged sentence

Brilliant was an investment banker in the Global Financial Sponsors Group at Lehman Brothers from 2005 to 2007, providing M&A and financial advisory to investment funds throughout their investment cycle.

Brilliant has been a director of the managing member of EnLink Midstream, LLC and the general partner of EnLink Midstream Partners LP, since July 2018 and previously served as a director of the general partner of Access Midstream Partners L.P.

from June 2012 until July 2014.

Brilliant has been a director of the managing member of EnLink Midstream, LLC and the general partner of EnLink Midstream Partners LP, since 2018, a director of CyrusOne, a privately held data service company, since 2022 and previously served as a director of the general partner of Access Midstream Partners L.P.

from 2012 to 2014.

We believe that Mr.

Brilliant’s energy industry background, particularly his expertise in mergers and acquisitions, brings important experience and skill to the Company Board.

Brilliant’s investing and energy industry background, particularly his expertise in mergers and acquisitions, brings important experience and skill to the Company Board.

Telesz was appointed a member of the Company Board in December 2019.

6 unchanged sentences

Telesz spent 12 years at GE/SABIC where he ran various electrical products and plastics businesses.

Telesz has been a director of the managing member of EnLink Midstream, LLC since December 2020 and a director of Edinburgh Airport Ltd.

since November 2018.

Telesz has been a director of the managing member of EnLink Midstream, LLC since December 2020 and previously served as a director of Edinburgh Airport Ltd.

from November 2018 to December 2022.

We believe that Mr.

6 unchanged sentences

Lee was an investment banker at Goldman Sachs Australia from 2006 to 2009.

Lee has been a director of the managing member of EnLink Midstream, LLC since February 2020 and previously served on the Board of Directors of Competitive Power Ventures, a privately held electric power generation development and asset management company, from 2019 to 2021.

Lee previously served as a director of the managing member of EnLink Midstream, LLC from 2020 to 2022 and on the Board of Directors of Competitive Power Ventures, a privately held electric power generation development and asset management company, from 2019 to 2021.

We believe that Mr.

26 unchanged sentences

Letwin previously spent 12 years in senior management roles at TransCanada Pipelines Limited, Numac Energy Inc., and Encor Energy Partners.

Letwin currently serves as Chairman of the board of directors of ONEnergy Inc.

Letwin currently serves as Chairman of the board of directors of Cassiar Gold Corp and ONEnergy Inc., currently serves as a member of the board of directors of Frontier Lithium Inc.

and previously was a member of the board of directors of IAMGOLD from 2010 until January 2020 and Precision Drilling Corporation from 2006 until 2018.

142 unchanged sentences

The following table sets forth the beneficial ownership of shares of Hess Midstream LP as held by beneficial owners of 5% or more of the shares, by each of our current directors and named executive officers, and by all of our current directors and executive officers as a group.

The number and percentage of shares beneficially owned is based on a total of shares outstanding as of February 10, 2022 for the named directors and executive officers, other than Mr.

Lee, who is based on his date of appointment to the Company Board as of February 22, 2022, and as of December 31, 2021 for the other beneficial owners.

The number and percentage of shares beneficially owned is based on a total of shares outstanding as of February 10, 2023 for the named directors and executive officers, and as of December 31, 2022 for the other beneficial owners.

Amounts for directors and named executive officers include phantom units outstanding pursuant to the Hess Midstream LP 2017 Long‑Term Incentive Plan that vest within 60 days of February 10, 2023.

37 unchanged sentences

All voting rights and rights to receive dividends or distributions with respect to the Pledged Securities will remain with Blue Holding unless the Pledged Securities are foreclosed upon in accordance with the agreements governing the Blue Holding's term loan facility.

The address for Hess Corporation is 1185 Avenue of the Americas, New York, NY 10036, and the address for our general partner and HINDL is

1501 McKinney Street, Houston TX 77010.

The address for Hess Corporation is 1185 Avenue of the Americas, New York, NY 10036, and the address for our general partner and HINDL is 1501 McKinney Street, Houston TX 77010.

The address for each of the GIP Entities is c/o Global Infrastructure Investors II LLC, 1345 Avenue of the Americas, 30th Floor, New York, NY 10105.

27 unchanged sentences

The following table sets forth the number of shares of Hess Corporation common stock beneficially owned as of February 10, 2023, except as otherwise noted, by each of our current directors and named executive officers and by all current directors and executive officers as a group.

Lee's ownership is as of his date of appointment on February 22, 2022.

Total number of shares beneficially owned and nature of beneficial ownership (a)

26 unchanged sentences

120,310 shares owned directly by Mr.

653,447 shares held by two trusts for the benefit of Mr.

Hess and his children, as to which Mr.

Hess is sole trustee and has sole voting and dispositive power

28,753 shares held by a family liability company controlled by Mr.

28,753 shares held by a family limited liability company controlled by Mr.

Hess, as to which Mr.

5 unchanged sentences

savings plan as to which he has sole voting and dispositive power.

1,008,401 shares held by a trust for the benefit of Mr.

Hess, of which he is a co‑trustee along with another individual, as to which Mr.

Hess has sole voting power and shares dispositive power with another individual.

789,103 shares held by a limited liability company, for which Mr.

Hess serves as investment manager and has sole voting and dispositive power.

1,235,877 shares held by Mr.

10 unchanged sentences

222,783 shares held by trusts as to which Mr.

Hess has sole voting power and 2,060,484 shares held by three limited liability companies as to which Mr.

Hess has sole voting power.

11 unchanged sentences

Distributions and Payments to the Sponsors and Their Affiliates

The following information summarizes the distributions and payments, made or to be made, by the Company and the Partnership to Hess Midstream GP LP, our general partner, and its affiliates, including the Sponsors, in connection with the Repurchase Transaction and the Restructuring, ongoing operation and liquidation of the Company and the Partnership.

The Repurchase Transaction

Pursuant to the Repurchase Transaction, the Sponsors received an aggregate purchase price of $750 million in exchange of the Partnership’s repurchase of 15,625,000 Class B Units from each Sponsor.

The following information summarizes the distributions and payments, made or to be made, by the Company and the Partnership to Hess Midstream GP LP, our general partner, and its affiliates, including the Sponsors, in connection with repurchase transactions and the Restructuring, ongoing operation and liquidation of the Company and the Partnership.

Repurchase Transactions

Pursuant to the repurchase transactions, the Sponsors received an aggregate purchase price of $750 million in 2021 and $400 million in 2022 in exchange for the Partnership’s repurchase of 15,625,000 Class B Units and 13,559,322 Class B Units, respectively, from each Sponsor.

The Restructuring

2 unchanged sentences

We will generally make cash distributions to holders of Class A Shares pro rata, including to Hess Midstream GP LP, our general partner in its capacity, as the holder of an aggregate of 898,000 Class A Shares.

The Partnership will generally make cash distributions to holders of units in the Partnership, including to the Sponsors as holders of an aggregate of 219,641,928 Class B Units, pro rata.

The Partnership will generally make cash distributions to holders of units in the Partnership, including to the Sponsors as holders of an aggregate of 195,847,606 Class B Units outstanding at December 31, 2022, pro rata.

Liquidation Stage

31 unchanged sentences

We have entered into long‑term, fee‑based commercial agreements with Hess, each of which has an initial 10‑year term (except for a certain gathering subsystem, for which the initial term of the gas gathering agreement is 15 years) and is dated effective January 1, 2014.

On December 30, 2020, we exercised our renewal option to extend these commercial agreement for one additional 10‑year term through December 31, 2033 (except for a certain gathering subsystem, for which the additional term of the gas gathering agreement is 5 years).

On December 30, 2020, we exercised our renewal option to extend these commercial agreements for one additional 10‑year term through December 31, 2033 (except for a certain gathering subsystem, for which the additional term of the gas gathering agreement is 5 years).

These agreements include dedications covering substantially all of Hess’

58 unchanged sentences

001-39163) filed on December 17, 2019)

Credit Agreement, dated as of December 16, 2019, by and among Hess Midstream Operations LP, JPMorgan Chase Bank, N.A.

and the other parties thereto (incorporated by reference herein to Exhibit 4.1 to Predecessor’s Current Report on Form 8-K (File No.

001-38050) filed on December 16, 2019)

Amendment and Restatement Agreement dated as of July 14, 2022, among Hess Midstream LP, Hess Midstream Operations LP, JPMorgan Chase Bank, N.A.

and the other parties thereto (incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 15, 2022)

Indenture, dated as of December 16, 2019, by and among Hess Midstream Operations LP, Wells Fargo Bank, National Association, as trustee and certain guarantors party thereto (incorporated by reference herein to Exhibit 4.2 to Predecessor’s Current Report on Form 8-K (File No.

6 unchanged sentences

001-38050) filed on December 16, 2019)

Second Supplemental Indenture, dated December 16, 2019 to the Indenture, dated as of November 22, 2017, by and among Hess Midstream Operations LP, Hess Infrastructure Partners LP, Hess Infrastructure Partners Finance Corporation, Wells Fargo Bank, National Association, as trustee, and certain guarantors party thereto (incorporated by reference hereinto Exhibit 4.5 to Predecessor’s Current Report on Form 8-K (File No.

Fargo Bank, National Association, as trustee, and certain guarantors party thereto (incorporated by reference hereinto Exhibit 4.5 to Predecessor’s Current Report on Form 8-K (File No.

001-38050) filed on December 16, 2019)

2 unchanged sentences

Indenture, dated as of August 5, 2021, by and among Hess Midstream Operations LP, Wells Fargo Bank, National Association, as trustee, and certain guarantors party thereto (incorporated by reference herein to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 10, 2021)

Indenture, dated as of April 8, 2022, by and among Hess Midstream Operations LP, certain guarantors party thereto and Computershare Trust Company, N.A., as trustee (incorporated by reference herein to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 8, 2022).

Description of Class A Shares (incorporated by reference herein to Exhibit 99.1 to the Company’s Current Report on Form 8-K12B (File No.

32 unchanged sentences

1 to Second Amended and Restated Gas Gathering Agreement, effective as of January 1, 2021, by and between Hess Trading Corporation and Hess North Dakota Pipelines LLC (incorporated by reference herein to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 23, 2020)

Unit Repurchase Agreement, dated as of July 27, 2021, by and among Hess Midstream LP, Hess Midstream Operations LP, Hess Investments North Dakota LLC and GIP II Blue Holding Partnership, L.P.

(incorporated by reference herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 30, 2021)

Unit Repurchase Agreement, dated as of March 29, 2022, 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 herein to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 4, 2022)

Subsidiaries of Hess Midstream LP

15 unchanged sentences

# Compensatory plan or arrangement.

* Furnished herewith

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 1st day of March 2022.

Hess Midstream LP (Registrant)

10 unchanged sentences

Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)

March 1, 2022

February 27, 2023

/s/ Jonathan C.

Chief Financial Officer (Principal Financial and Accounting Officer)

March 1, 2022

February 27, 2023

Director and Vice President

March 1, 2022

February 27, 2023

/s/ Gregory P.

March 1, 2022

February 27, 2023

/s/ Gerbert Schoonman

March 1, 2022

February 27, 2023

Gerbert Schoonman

/s/ William J.

March 1, 2022

February 27, 2023

/s/ Stephen J.J.

March 1, 2022

February 27, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures