Hess Midstream LP Form 8-K Summary
Business Context and Reporting Period
Hess Midstream LP filed a Form 8-K dated May 16, 2024 under Item 4.01, relating to a change in its independent registered public accounting firm. The filing does not report quarterly or annual operating results and does not provide financial statements or a new reporting-period performance update.
Auditor Change and Key Matters
- The Audit Committee of Hess Midstream GP LLC approved the engagement of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
- Ernst & Young LLP (EY) was dismissed as independent auditor effective May 16, 2024.
- The change relates to the pending acquisition of Global Infrastructure Partners by BlackRock, Inc. Upon completion of that acquisition, EY is expected to no longer satisfy SEC auditor-independence requirements applicable to Hess Midstream.
- EY’s audit reports on the consolidated financial statements for the years ended December 31, 2022 and 2023 contained no adverse opinion or disclaimer and were not qualified or modified regarding uncertainty, audit scope, or accounting principles.
- For fiscal years 2022 and 2023 and the subsequent interim period through May 16, 2024, the Company reported no disagreements with EY regarding accounting principles, disclosures, or audit scope and no reportable events.
- The Company stated that it had not consulted PwC on accounting, auditing, or financial-reporting matters that would constitute a reportable consultation under Item 304 of Regulation S-K.
- EY agreed to cooperate with an orderly transition, including providing requested comfort letters, consents, documents, and responses to successor-auditor inquiries.
Financial Metrics, Guidance, and Risks
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, operating metrics, financial guidance, or other financial-performance data. The principal disclosed risk or contingency is the potential impact of the pending BlackRock acquisition on EY’s independence under SEC rules, which prompted the auditor transition.
Exhibits
Exhibit 16.1 is EY’s letter to the SEC dated May 16, 2024 addressing the auditor-change disclosures. Exhibit 104 is the Cover Page Interactive Data File.
Investor Verification Checklist
- Verify completion and timing of BlackRock’s acquisition of GIP and its effect on auditor independence.
- Review EY’s Exhibit 16.1 letter for its concurrence with the Company’s disclosures.
- Confirm PwC’s appointment and the scope of its audit of the fiscal year ending December 31, 2024.
- Assess subsequent filings for any audit-transition issues, restatements, internal-control matters, or changes in financial guidance.