SEC Form SC 13D/A filed by Hess Midstream LP (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)*

 

 

Hess Midstream LP

(Name of Issuer)

Class A Shares

(Title of Class of Securities)

428103105

(CUSIP Number)

Global Infrastructure Management LLC

Attention: Julie Ashworth

1345 Avenue of the Americas, 30^th Floor,

New York, New York 10105

(212) 315-8100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 29, 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 2 of 8 pages

 

1		Name of Reporting Person    GIP II Blue Holding, L.P.
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

Number of Shares  Beneficially  Owned by Each Reporting Person with				7		Sole Voting Power    0
				8		Shared Voting Power     50,450,600
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power     50,450,600

11		Aggregate Amount Beneficially Owned by Each Reporting Person     50,450,600
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    Not Applicable
13		Percent of Class Represented by Amount in Row (11)    36.2%
14		Type of Reporting Person    PN

 

CUSIP No. 428103105		13D		Page 3 of 8 pages

 

1		Name of Reporting Person    GIP Blue Holding 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

Number of Shares  Beneficially  Owned by Each Reporting Person with				7		Sole Voting Power    0
				8		Shared Voting Power     50,450,600
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power     50,450,600

11		Aggregate Amount Beneficially Owned by Each Reporting Person     50,450,600
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    Not Applicable
13		Percent of Class Represented by Amount in Row (11)    36.2%
14		Type of Reporting Person    OO (Delaware limited liability company)

 

CUSIP No. 428103105		13D		Page 4 of 8 pages

 

1		Name of Reporting Person    Global Infrastructure GP II, L.P.
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

Number of Shares  Beneficially  Owned by Each Reporting Person with				7		Sole Voting Power    0
				8		Shared Voting Power     50,450,600
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power     50,450,600

11		Aggregate Amount Beneficially Owned by Each Reporting Person     50,450,600
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    Not Applicable
13		Percent of Class Represented by Amount in Row (11)    36.2%
14		Type of Reporting Person    PN

 

CUSIP No. 428103105		13D		Page 5 of 8 pages

 

1		Name of Reporting Person    Global Infrastructure Investors II, 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

Number of Shares  Beneficially  Owned by Each Reporting Person with				7		Sole Voting Power    0
				8		Shared Voting Power     50,450,600
				9		Sole Dispositive Power    0
				10		Shared Dispositive Power     50,450,600

11		Aggregate Amount Beneficially Owned by Each Reporting Person     50,450,600
12		Check if the Aggregate Amount in Row (11) Excludes Certain Shares    Not Applicable
13		Percent of Class Represented by Amount in Row (11)    36.2%
14		Type of Reporting Person    OO (Delaware limited liability company)

 

CUSIP No. 428103105		13D		Page 6 of 8 pages

 

Explanatory Note

This Amendment No. 16 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:

May 2024 Underwriting Agreement

On May 29, 2024, the Issuer, New HESM GP LP, New HESM GP LLC, Blue Holding, and J.P. Morgan Securities LLC, as underwriter (the “Underwriter”), entered into an Underwriting Agreement (the “May 2024 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 $34.025 per share (the “May 2024 Secondary Offering”). Pursuant to the May 2024 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 $34.025 per share. On May 31, 2024, the May 2024 Secondary Offering closed, pursuant to which, Blue Holding redeemed 10,000,000 OpCo Class B Units for a corresponding number of Class A Shares.

Pursuant to the May 2024 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 May 2024 Underwriting Agreement without first obtaining the written consent of the Underwriter subject to certain exceptions.

The above description of the May 2024 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.

 

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)

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 89,921,383 Class A Shares outstanding following the consummation of the May 2024 Secondary Offering:

 

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
GIP II Blue Holding, L.P.			50,450,600				36.2	%			0				50,450,600				0				50,450,600
GIP Blue Holding GP, LLC			50,450,600				36.2	%			0				50,450,600				0				50,450,600
Global Infrastructure GP II, L.P.			50,450,600				36.2	%			0				50,450,600				0				50,450,600
Global Infrastructure Investors II, LLC			50,450,600				36.2	%			0				50,450,600				0				50,450,600

CUSIP No. 428103105		13D		Page 7 of 8 pages

 

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, Blue Holding is the record holder of 49,552,600 Opco Class B Units, which may be redeemed for Class A Shares on a one-for-one basis at the option of the holder.

Blue Holding GP is the general partner of Blue Holding and Blue Holding Partnership. Global GP is the sole member of Blue Holding GP. Global Investors is the sole general partner of Global GP. As a result, each of Blue Holding GP, Global GP and Global Investors may be deemed to share beneficial ownership of the Opco Class B Units held of record by Blue Holding.

 

(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.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and supplemented as follows:

Item 4 above summarizes certain provisions of the May 2024 Underwriting Agreement and is incorporated herein by reference. A copy of this agreement is attached as an exhibit hereto and incorporated herein by reference.

Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7.

Materials to be Filed as Exhibits

Item 7 of the Statement is hereby amended and supplemented as follows:

 

Exhibit Number*		Description
17		Underwriting Agreement, dated as of May 29, 2024, by and among Hess Midstream LP, Hess Midstream GP LP, Hess Midstream GP LLC, GIP II Blue Holding, L.P. and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed on May 31, 2024).

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: May 31, 2024