Filing Overview
Hess Midstream LP filed a Form 8-K reporting an event on April 3, 2020, under Item 5.02. The filing concerns a change in the board of directors of Hess Midstream GP LLC, the general partner of the Partnership’s general partner. The report was signed on April 8, 2020.
Board and Management Change
- Gerbert Schoonman was appointed effective April 3, 2020, to succeed Michael R. Turner as a member of the board of Hess Midstream GP LLC.
- Mr. Turner’s departure coincided with the end of his employment at Hess and was not due to any disagreement with the Partnership, management, or the Board.
- Mr. Schoonman is Hess’s Senior Vice President, Global Production and has approximately 30 years of oil and gas industry experience, including prior operational leadership roles at Hess and Shell.
- Mr. Schoonman is not expected to serve on any Board committee.
- Hess employees serving on the Board do not receive additional compensation from the Partnership or its general partner. Mr. Schoonman will receive indemnification rights under the Partnership’s limited partnership agreement.
Ownership and Related-Party Information
Hess and GIP II Blue Holding Partnership, L.P. have rights to nominate directors. Because Hess Infrastructure Partners GP LLC owns the general partner, it elected Mr. Schoonman following his nomination by Hess.
- Hess and GIP collectively own 898,000 Class A shares, which have economic and voting rights.
- They collectively own 266,416,928 Class B shares, which have voting rights but no economic rights.
- They also own 266,416,928 Class B units in Hess Midstream Operations LP, the Partnership’s consolidated subsidiary.
The filing states that Mr. Schoonman has no direct or indirect material interest in transactions reportable under Item 404(a), other than his employment relationship with Hess.
Financial Metrics, Outlook, and Risks
This filing does not provide revenue, profit, cash flow, margin, debt, liquidity, operating, or valuation metrics. It does not provide new financial guidance, an outlook, or specific contingencies or unusual financial items. The filing text does not identify any new risk factors.
Important Facts to Verify
- Confirm the effective date of Mr. Schoonman’s appointment and Mr. Turner’s departure.
- Review the Partnership’s 2019 Form 10-K for the described ownership structure, governance rights, and related-party relationships.
- Verify the reported Class A, Class B, and Class B unit ownership amounts.
- Assess whether the board transition affects governance, strategic oversight, or relationships among Hess, GIP, and Hess Midstream LP.