What changed in this filing

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Item 1. Financial Statements

2024-11-06 compared with 2024-08-08 · 106 added, 74 removed, 470 unchanged (28% of the section changed)

Financial Statements

September 30,

(in millions, except share amounts)

22 unchanged sentences

Class A shares ( 104,071,383 shares issued and outstanding as of

June 30, 2024;

September 30, 2024;

68,367,647 shares issued and outstanding

1 unchanged sentence

Class B shares ( 113,927,226 shares issued and outstanding as of

June 30, 2024;

September 30, 2024;

157,941,441 shares issued and outstanding as of

8 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions, except per share data)

40 unchanged sentences

Balance at June 30, 2024

Equity-based compensation

Distributions - $ 0.6677 per share

Recognition of deferred tax asset

Sale of shares held by Sponsors

Class B unit repurchase

Transaction costs

Balance at September 30, 2024

Balance at December 31, 2022

12 unchanged sentences

Balance at June 30, 2023

Equity-based compensation

Distributions - $ 0.6011 per share

Recognition of deferred tax asset

Sale of shares held by Sponsors

Class B unit repurchase

Transaction costs

Balance at September 30, 2023

See accompanying notes to unaudited consolidated financial statements.

2 unchanged sentences

CONSOLIDATED S TATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(in millions)

42 unchanged sentences

Unless the context otherwise requires, references in this report to the “Company,” “we,” “our,” “us” or like terms, refer to Hess Midstream LP and its subsidiaries.

The consolidated financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of our consolidated financial position at June 30, 2024 and December 31, 2023, the consolidated results of operations for the three and six months ended June 30, 2024 and 2023, and the consolidated cash flows for the six months ended June 30, 2024 and 2023.

The consolidated financial statements included in this report reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of our consolidated financial position at September 30, 2024 and December 31, 2023, the consolidated results of operations for the three and nine months ended September 30, 2024 and 2023, and the consolidated cash flows for the nine months ended September 30, 2024 and 2023.

The Company has no items of other comprehensive income (loss);

11 unchanged sentences

Our noncontrolling interest represents the approximate 52.3 % interest in the Partnership retained by Hess Corporation (“Hess”) and GIP II Blue Holding, L.P.

(“GIP” and together with Hess, the “Sponsors”) at June 30, 2024 ( 69.8 % at December 31, 2023).

(“GIP” and together with Hess, the “Sponsors”) at September 30, 2024 ( 69.8 % at December 31, 2023).

See Note 2, Equity Transactions for a description of changes in noncontrolling interest related to the equity transactions.

18 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

On August 17, 2023, GIP sold an aggregate of 10,000,000 of our Class A Shares in an underwritten public offering at a price of $ 28.80 per Class A Share, less underwriting discounts.

GIP also granted the underwriter an option to purchase up to an additional 1,500,000 Class A Shares at the same price per Class A Share, less underwriting discounts, which was exercised in full on August 22, 2023.

GIP received net proceeds from the offering of approximately $ 328.8 million, after deducting underwriting discounts.

On February 8, 2024, GIP sold an aggregate of 11,500,000 of our Class A shares, inclusive of the underwriter’s option to purchase up to 1,500,000 of additional shares, which was fully exercised, in an underwritten public offering at a price to the underwriter of $ 32.83 per Class A Share.

3 unchanged sentences

GIP received net proceeds from the offering of approximately $ 391.3 million.

On September 20, 2024, GIP sold an aggregate of 12,650,000 of our Class A shares, inclusive of the underwriter’s option to purchase up to 1,650,000 of additional shares, which was fully exercised, in an underwritten public offering at a price to the underwriter of $ 35.12 per Class A Share.

GIP received net proceeds from the offering of approximately $ 444.3 million.

The Company did no t receive any proceeds in the equity offering transactions.

3 unchanged sentences

The Company retained control in the Partnership based on the delegation of control provisions, as described in Note 1, Basis of Presentation .

As a result of the equity offering transactions described above, we recognized adjustments increasing the carrying amount of the Class A shareholders’ capital balance by $ 2.5 mi llion (six months ended June 30, 2023:

$ 11.0 million) and decreasing the carrying amount of noncontrollin g interest by an equal amount to reflect the change in ownership interest.

As a result of the equity offering transactions described above, we recognized adjustments decreasing the carrying amount of the Class A shareholders’ capital balance by $ 8.6 million during the nine months ended September 30, 2024 and increasing the carrying amount of noncontrolling interest by an equal amount to reflect the change in ownership interest.

During the nine months ended September 30, 2023 we recognized adjustments increasing the carrying amount of the Class A shareholders’ capital balance by $ 17.8 million and decreasing the carrying amount of noncontrolling interest by an equal amount.

Class B Unit Repurchases

5 unchanged sentences

The purchase price per Class B Unit was $ 29.85 , the closing price of the Class A Shares on June 26, 2023.

On September 19, 2023, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement pursuant to which the Partnership agreed to purchase from the Sponsors 3,301,420 Class B Units for an aggregate purchase price of approximately $ 100.0 million.

The repurchase transaction was consummated on September 22, 2023.

The purchase price per Class B Unit was $ 30.29 , the closing price of the Class A Shares on September 19, 2023.

On March 11, 2024, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement pursuant to which the Partnership agreed to purchase from the Sponsors 2,816,901 Class B Units for an aggregate purchase price of approximately $ 100.0 million.

4 unchanged sentences

The purchase price per Class B Unit was $ 36.71 , the closing price of the Class A Shares on June 24, 2024.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

On September 9, 2024, the Company, the Partnership and our Sponsors entered into a unit repurchase agreement pursuant to which the Partnership agreed to purchase from the Sponsors 2,823,262 Class B Units for an aggregate purchase price of approximately $ 100.0 million.

The repurchase transaction was consummated on September 11, 2024.

The purchase price per Class B Unit was $ 35.42 , the closing price of the Class A Shares on September 9, 2024.

The repurchase transactions described above were funded using borrowings under the Partnership’s existing revolving credit facility and cash on hand (see Note 6, Debt and Interest Expense ).

3 unchanged sentences

Distributions to noncontrolling interest holders related to the 2024 repurchase transactions exceeded the noncontrolling interest’s carrying value resulting in a deficit balance as shown in the accompanying consolidated statement of changes in partners’ capital (deficit).

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

We incurred approximately $ 1.5 million of costs directly attributable to the repurchase transactions that were charged to equity (six months ended June 30, 2023:

We incurred approximately $ 2.4 million of costs directly attributable to the repurchase transactions that were charged to equity (nine months ended September 30, 2023:

$ 2.5 million).

As a result of the equity offering and the unit repurchase transactions described above, we also recognized an additional deferred tax asset of $ 207.4 million (six months ended June 30, 2023:

As a result of the equity offering and the unit repurchase transactions described above, we also recognized an additional deferred tax asset of $ 329.8 million (nine months ended September 30, 2023:

$ 177.7 million) related to the change in the temporary difference between the carryi ng amount and the tax basis of our investment in the Partnership.

12 unchanged sentences

Each of our commercial agreements other than our storage services agreement includes an inflation escalator capped at 3 % in any calendar year and a fee recalculation mechanism that allows fees to be adjusted annually during the Initial Term for updated estimates of cumulative throughput volumes and our capital and operating expenditures in order to target a return on capital deployed over the Initial Term of the applicable commercial agreement (or, with respect to the crude oil services fee under our terminal and export services agreement, the 20 -year period commencing on the effective date of the agreement).

For certain crude oil gathering, terminaling, storage, gas processing and gas gathering commercial agreements with Hess, we exercised our renewal options to extend each of these commercial agreement for one additional 10 -year term (“Secondary Term”) effective January 1, 2024 through December 31, 2033.

There were no changes to any provisions of the existing commercial agreements as a result of the exercise of the renewal options.

For the remaining gathering sub-system, the Secondary Term is 5 years, and for the water services agreements the Secondary Term is 10 years, and we have the sole option to renew these remaining agreements for their Secondary Term that is exercisable at a later date.

Upon the expiration of the Secondary Term, if any, the agreements will automatically renew for subsequent one-year periods unless terminated by either party no later than 180 days prior to the end of the applicable Secondary Term.

PART I – FINANCIAL INFORMATION (CONT’D)

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For certain crude oil gathering, terminaling, storage, gas processing and gas gathering commercial agreements with Hess, we exercised our renewal options to extend each of these commercial agreements for one additional 10 -year term (“Secondary Term”) effective January 1, 2024 through December 31, 2033.

There were no changes to any provisions of the existing commercial agreements as a result of the exercise of the renewal options.

Consistent with the existing terms of the commercial agreements, during the Secondary Term of each of our commercial agreements other than our storage services agreement and terminal and export services agreement (with respect to crude oil terminaling services), the fee recalculation model under each applicable agreement is replaced by an inflation-based fee structure.

4 unchanged sentences

The shortfall amounts received under MVCs during the Secondary Term (except for the crude oil terminaling and water handling services) are recorded as deferred revenue and recognized as revenue as the credits are utilized or expire .

At June 30, 2024, deferred revenue included in Accrued liabilities in the accompanying consolidated balance sheet was $ 1.3 million (December 31, 2023 :

Revenues attributable to our fee‑based commercial agreements with Hess, including revenues from third‑party volumes contracted with Hess and delivered to us under these agreements, for the three and six months ended June 30, 2024 were 98 % for both periods, compared with approximately 100 % of revenues for the three and six months ended June 30, 2023.

At September 30, 2024, deferred revenue included in Accrued liabilities in the accompanying consolidated balance sheet was $ 1.3 million (December 31, 2023 :

Revenues attributable to our fee‑based commercial agreements with Hess, including revenues from third‑party volumes contracted with Hess and delivered to us under these agreements, for the three and nine months ended September 30, 2024 were 98 % for both periods, compared with approximately 100 % of revenues for the three and nine months ended September 30, 2023.

In 2023, we began providing our services directly to third-party customers.

Together with Hess, we are pursuing strategic relationships with third‑party producers and other midstream companies with operations in the Bakken in order to maximize our utilization rates.

Revenues from contracts with customers, including affiliated services and third-party services, on a disaggregated basis are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Revenues from contracts with customers, including affiliate services and third-party services, on a disaggregated basis are as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

8 unchanged sentences

Total revenues

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents third-party pass-through costs for which we recognize revenues in an amount equal to the costs.

These pass-through revenues are included in Affiliate services and the related pass-through costs are included in Operating and maintenance expenses in the accompanying unaudited consolidated statements of operations.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

2 unchanged sentences

Rail transportation costs

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Omnibus and Employee Secondment Agreements

Under our omnibus and employee secondment agreements, Hess provides substantial operational and administrative services to us in support of our assets and operations.

For the three and six months ended June 30, 2024 and 2023 , we had the following charges from Hess.

For the three and nine months ended September 30, 2024 and 2023 , we had the following charges from Hess.

The classification of these charges between operating and maintenance expenses and general and administrative expenses is based on the fundamental nature of the services being performed for our operations.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

5 unchanged sentences

In addition, we share profits and losses and receive distributions from LM4 under the LM4 amended and restated limited liability company agreement based on our ownership interest.

For the three and six months ended June 30, 2024 and 2023, we had the following activity related to our agreements with LM4:

Three Months Ended June 30,

Six Months Ended June 30,

For the three and nine months ended September 30, 2024 and 2023, we had the following activity related to our agreements with LM4:

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

2 unchanged sentences

Distributions received from equity investments

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Property, Plant and Equipment

1 unchanged sentence

Estimated useful lives

June 30, 2024

September 30, 2024

December 31, 2023

17 unchanged sentences

Property, plant and equipment, net

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Accrued Liabilities

Accrued liabilities are as follows:

June 30, 2024

September 30, 2024

December 31, 2023

3 unchanged sentences

Other accruals

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Debt and Interest Expense

3 unchanged sentences

The Partnership used the proceeds to reduce indebtedness outstanding under the Partnership’s revolving credit facility, with the remaining net proceeds for general corporate purposes.

As of June 30, 2024, the Partnership had:

As of September 30, 2024, the Partnership had:

• $ 400.0 million aggregate principal amount of 5.500 % fixed‑rate senior unsecured notes due 2030 that were issued to qualified institutional investors.

13 unchanged sentences

or (iv) make restricted investments, unless, at the time of and immediately after giving pro forma effect to such restricted payments and any related incurrence of indebtedness or other transactions, no default has occurred and is continuing or would occur as a consequence of such restricted payment and if the leverage ratio does not exceed 4.25 to 1.00.

As of June 30, 2024, we were in compliance with all debt covenants under the indentures.

As of September 30, 2024, we were in compliance with all debt covenants under the indentures.

In addition, the covenants included in the indentures governing the senior unsecured notes contain provisions that allow the Company to satisfy the Partnership’s reporting obligations under the indenture, as long as any such financial information of the Company contains information reasonably sufficient to identify the material differences, if any, between the financial information of the Company, on the one hand, and the Partnership and its subsidiaries on a stand-alone basis, on the other hand and the Company does not directly own capital stock of any person other than the Partnership and its subsidiaries, or material business operations that would not be consolidated with the financial results of the Partnership and its subsidiaries.

1 unchanged sentence

Other than the interest in the Partnership and the effect of federal and state income taxes that are recognized at the Company level, there are no material differences between the consolidated financial statements of the Partnership and the consolidated financial statements of the Company.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Credit Facilities

As of June 30, 2024 , the Partnership had $ 1.4 billion senior secured credit facilities (the “Credit Facilities”) consisting of a $ 1.0 billion 5 -year revolving credit facility and a $ 400.0 million 5 ‑year Term Loan A facility.

As of September 30, 2024 , the Partnership had $ 1.4 billion senior secured credit facilities (the “Credit Facilities”) consisting of a $ 1.0 billion 5 -year revolving credit facility and a $ 400.0 million 5 ‑year Term Loan A facility.

The Credit Facilities mature in July 2027 .

3 unchanged sentences

If the Partnership obtains an investment grade credit rating, the pricing levels will be based on the Partnership’s credit ratings in effect from time to time.

As of June 30, 2024 , there were no borrowings outstanding under the Partnership’s revolving credit facility, and borro wings of $ 392.5 million, excluding deferred issuance costs, were drawn and outstanding under the Partnership’s Term Loan A facility.

As of September 30, 2024, borrowings of $ 30.0 million were drawn and outstanding under the Partnership’s revolving credit facility, and borrowings of $ 390.0 million, excluding deferred issuance costs, were drawn and outstanding under the Partnership’s Term Loan A facility.

The Credit Facilities can be used for borrowings and letters of credit for general corporate purposes.

The Credit Facilities are guaranteed by each direct and indirect wholly owned material domestic subsidiary of the Partnership, and are secured by first priority perfected liens on substantially all of the presently owned and after-acquired assets of the Partnership and its direct and indirect wholly owned material domestic subsidiaries, including equity interests directly owned by such entities, subject to certain customary exclusions.

The Credit Facilities are guaranteed by each direct and indirect wholly owned material domestic subsidiary of the Partnership, and are secured by

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

first priority perfected liens on substantially all of the presently owned and after-acquired assets of the Partnership and its direct and indirect wholly owned material domestic subsidiaries, including equity interests directly owned by such entities, subject to certain customary exclusions.

The Credit Facilities contain representations and warranties, affirmative and negative covenants and events of default that the Partnership considers to be customary for an agreement of this type, including a covenant that requires the Partnership to maintain a ratio of total debt to EBITDA (as defined in the Credit Facilities) for the prior four fiscal quarters of not greater than 5.00 to 1.00 as of the last day of each fiscal quarter ( 5.50 to 1.00 during the specified period following certain acquisitions) and, prior to the Partnership obtaining an investment grade credit rating, a ratio of secured debt to EBITDA for the prior four fiscal quarters of not greater than 4.00 to 1.00 as of the last day of each fiscal quarter.

As of June 30, 2024, the Partnership was in compliance with these financial covenants.

As of September 30, 2024, the Partnership was in compliance with these financial covenants.

Fair Value Measurement

At June 30, 2024, our total debt had a carrying value of $ 3,460.3 million and had a fair value of approximately $ 3,397.8 million, based on Level 2 inputs in the fair value measurement hierarchy.

The carrying value of the amounts under the Term Loan A facility and revolving credit facility at June 30, 2024 , approximated their fair value.

At September 30, 2024, our total debt had a carrying value of $ 3,489.8 million and had a fair value of approximately $ 3,497.3 million, based on Level 2 inputs in the fair value measurement hierarchy.

The carrying value of the amounts under the Term Loan A facility and revolving credit facility at September 30, 2024 , approximated their fair value.

Any changes in interest rates do not impact cash outflows associated with fixed rate interest payments or settlement of debt principal, unless a debt instrument is repurchased prior to maturity.

18 unchanged sentences

August 14, 2024

Third Quarter 2024 (1)

November 7, 2024

November 14, 2024

(1) For more information, see Note 12, Subsequent Events.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Earnings per Share

4 unchanged sentences

Diluted earnings per Class A Share are calculated using the “treasury stock method” or “if-converted method,” whichever is more dilutive.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions, except per share amounts)

4 unchanged sentences

Weighted average Class A shares outstanding:

For the three and six months ended June 30, 2024 the weighted average number of Class A Shares outstanding included 17,859 and 29,143 d ilutive restricted shares, respectively, compared with 19,640 and 40,103 dilutive restricted shares for the three and six months ended June 30, 2023 , respectively.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2024 the weighted average number of Class A Shares outstanding included 30,413 and 29,566 d ilutive restricted shares, respectively, compared with 34,752 and 38,319 dilutive restricted shares for the three and nine months ended September 30, 2023 , respectively.

Concentration of Credit Risk

As of June 30, 2024 and 2023, Hess and its affiliates represented 97 % and 100 % , respectively, of accounts receivable from contracts with customers.

Total revenues attributable to Hess for the three and six months ended June 30, 2024 were 98 % for both periods, compared with approximately 100 % of revenues for the three and six months ended June 30, 2023 .

As of September 30, 2024 and December 31, 2023, Hess and its affiliates represented 97 % and 98 % , respectively, of accounts receivable from contracts with customers.

Total revenues attributable to Hess for the three and nine months ended September 30, 2024 were 98 % for both periods, compared with approximately 100 % of revenues for the three and nine months ended September 30, 2023 .

Commitments and Contingencies

4 unchanged sentences

Remediation infrastructure was put in place and remediation and monitoring is ongoing.

As of June 30, 2024 our reserves for all estimated remediation liabilities, inclusive of the produced water release above, in Accrued liabilities and Other noncurrent li abilities were $ 2.2 million and $ 3.3 million, respectively, compared with $ 1.7 million and $ 5.3 million, respectively, as of December 31, 2023.

As of September 30, 2024 our reserves for all estimated remediation liabilities, inclusive of the produced water release above, in Accrued liabilities and Other noncurrent li abilities were $ 2.2 million and $ 2.7 million, respectively, compared with $ 1.7 million and $ 5.3 million, respectively, as of December 31, 2023.

Legal Proceedings

3 unchanged sentences

If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued.

PART I – FINANCIAL INFORMATION (CONT’D)

HESS MIDSTREAM LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

On or about March 14, 2023, the Company received a Notice of Violation (the “Notice”) from the North Dakota Department of Environmental Quality (“DEQ”) in connection with the produced water release described under Environmental Contingencies above.

3 unchanged sentences

Based on currently available information, we believe it is remote that the outcome of known matters, including the produced water release described above, would have a material adverse impact on our financial condition, results of operations or cash flows.

Accordingly, as of June 30, 2024 and December 31, 2023 , we did no t have material accrued liabilities for legal contingencies.

Accordingly, as of September 30, 2024 and December 31, 2023 , we did no t have material accrued liabilities for legal contingencies.

Our operations are located in the United States and are organized into three reportable segments:

15 unchanged sentences

(in millions)

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

Revenues and other income

14 unchanged sentences

(in millions)

For the Three Months Ended June 30, 2023

For the Three Months Ended September 30, 2023

Revenues and other income

17 unchanged sentences

(in millions)

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Revenues and other income

14 unchanged sentences

(in millions)

For the Six Months Ended June 30, 2023

For the Nine Months Ended September 30, 2023

Revenues and other income

10 unchanged sentences

The following table presents a reconciliation of reportable segment Adjusted EBITDA to income before income tax expense:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(in millions)

10 unchanged sentences

Total assets for the reportable segments are as follows:

June 30, 2024

September 30, 2024

December 31, 2023

2 unchanged sentences

Terminaling and Export

Total reportable segments assets

Interest and Other

(1) Includes investment in equity investees of $ 89.2 million as of June 30, 2024 an d $ 90.2 million as of December 31, 2023 .

Total consolidated assets

(1) Includes investment in equity investees o f $ 88.5 million as of September 30, 2024 an d $ 90.2 million as of December 31, 2023 .

Subsequent Events

On July 29, 2024 , the board of directors of our general partner declared a quarterly cash distribution of $ 0.6677 per Class A Share for the quarter ended June 30, 2024 .

The distribution represents an increase of $ 0.0161 per Class A Share for the second quarter of 2024 as compared with the first quarter of 2024.

The distribution will be payable on August 14, 2024 , to shareholders of record as of the close of business on August 8, 2024 .

On October 28, 2024 , the board of directors of our general partner declared a quarterly cash distribution of $ 0.6846 per Class A Share for the quarter ended September 30, 2024.

The distribution represents an increase of $ 0.0169 per Class A Share for the third quarter of 2024 as compared with the second quarter of 2024.

The distribution will be payable on November 14, 2024 , to shareholders of record as of the close of business on November 7, 2024 .

Simultaneously, the Partnership will make a distribution of $ 0.6846 per Class B Unit of the Partnership to the Sponsors.

1 unchanged sentence

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-Q

Item 1. Financial Statements