Hess Midstream LP — Form 8-K Summary
Reporting date: February 22, 2022. The filing reports a change in the board of directors of Hess Midstream GP LLC, the general partner of Hess Midstream LP.
Business Context and Reporting Period
Hess Midstream LP is a Delaware master limited partnership whose Class A shares trade on the New York Stock Exchange under the symbol HESM. This Form 8-K is not a periodic financial report and does not provide operating or financial results for a reporting period.
Board Change
- Matthew C. Harris resigned from the board of Hess Midstream GP LLC, effective immediately.
- The filing states that the resignation did not involve any disagreement with the partnership, management, or the board.
- James K. Lee, an investment principal at Global Infrastructure Partners, was appointed to succeed Mr. Harris, effective immediately.
- Mr. Lee was nominated by GIP and elected by Hess Infrastructure Partners GP LLC. He is not expected to serve on any board committee.
- Because Mr. Lee is an officer or employee of GIP, he will not receive additional compensation from the partnership or general partner for board service. He will have indemnification rights under the partnership agreement.
Financial Metrics and Capital Structure
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, distributions, guidance, or other current financial metrics.
The filing states that Hess and GIP collectively own 898,000 Class A shares and 219,641,928 Class B shares of Hess Midstream LP. They also collectively own 219,641,928 Class B units in Hess Midstream Operations LP, the partnership’s consolidated subsidiary.
Material Changes, Outlook, and Risks
The material event is the board transition described above. No changes to business outlook, financial guidance, operations, debt arrangements, contingencies, or risk factors are reported. The filing notes Mr. Lee’s employment relationship with GIP, which owns a 50% interest in Hess Infrastructure Partners GP LLC; no other direct or indirect material interest under Item 404(a) is reported.
Investor Verification Items
- Verify the composition and nomination rights of the board of Hess Midstream GP LLC.
- Review the partnership agreement for board indemnification and governance provisions.
- Confirm the ownership and voting structure of Hess, GIP, the general partner, and the Class B interests.
- Consult the company’s periodic filings for financial performance, leverage, liquidity, distributions, and outlook, which are not included in this Form 8-K.