Hess Midstream LP

Previous wording

On March 14, 2024, the Partnership purchased directly from the Sponsors 2,816,901 Class B units representing limited partner interests in the Partnership (“Class B Units”) for an aggregate purchase price of approximately $100 million. The purchase price per Class B Unit was $35.50, the closing price of the Class A shares on March 11, 2024. On June 26, 2024, the Partnership, purchased directly from the Sponsors 2,724,052 Class B Units for an aggregate purchase price of approximately $100.0 million. The purchase price per Class B Unit was $36.71, the closing price of the Class A Shares on June 24, 2024. On September 11, 2024, the Partnership, purchased directly from the Sponsors 2,823,262 Class B Units for an aggregate purchase price of approximately $100.0 million. 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 were funded using borrowings under the Partnership’s existing revolving credit facility and cash on hand.

Current wording

On January 15, 2025, the Partnership purchased directly from the Sponsors 2,572,677 Class B units representing limited partner interests in the Partnership (“Class B Units”) for an aggregate purchase price of approximately $100.0 million. The purchase price per Class B Unit was $38.87, the closing price of the Class A Shares on January 13, 2025. The repurchase transactions were funded using borrowings under the Partnership’s existing revolving credit facility.

Previous wording

On February 8, 2024, GIP sold an aggregate of 11,500,000 of our Class A Shares representing limited partner interests in the Company (“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. GIP received net proceeds from the offering of approximately $377.5 million. On May 31, 2024, GIP sold an aggregate of 10,000,000 of our Class A Shares in an underwritten public offering at a price to the underwriter of $34.025 per Class A Share. 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, which was exercised in full on June 3, 2024. 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 not receive any proceeds from the offering transactions. The offering transactions were conducted pursuant to a registration rights agreement among us and the Sponsors.

Current wording

On February 12, 2025, GIP sold an aggregate of 11,000,000 of our Class A Shares representing limited partner interests (the “Class A Shares”) in an underwritten public offering at a price of $39.45 per Class A Share, less underwriting discounts. GIP also granted the underwriter an option to purchase up to an additional 1,650,000 Class A Shares at the same price per Class A Share, which was exercised in full on February 19, 2025. GIP received net proceeds from the offering of approximately $494.7 million, after deducting underwriting discounts. The Company did not receive any proceeds from the offering transaction. The offering transaction was conducted pursuant to a registration rights agreement among us and the Sponsors.

Previous wording

As a result of the equity offerings and unit repurchase transactions described above, our public ownership increased from approximately 29.8% at December 31, 2023, to approximately 47.3% at September 30, 2024, on a consolidated basis.

Current wording

As a result of the equity offering and unit repurchase transactions described above, our public ownership increased from approximately 47.3% at December 31, 2024, to approximately 53.8% at March 31, 2025, on a consolidated basis.

Previous wording

Significant financial and operating highlights for the third quarter of 2024 included:

Current wording

Significant financial and operating highlights for the first quarter of 2025 included:

Previous wording

Consolidated net income of $164.7 million;

Current wording

Consolidated net income of $161.4 million;

Previous wording

Net income attributable to Hess Midstream LP after deduction for noncontrolling interest of $58.6 million, or $0.63 basic earnings per Class A Share;

Current wording

Net income attributable to Hess Midstream LP after deduction for noncontrolling interest of $71.6 million, or $0.65 basic earnings per Class A Share;

Previous wording

Cash distribution of $0.6846 per Class A Share declared on October 28, 2024, an increase of $0.0169 per Class A Share for the third quarter of 2024 as compared with the second quarter of 2024.

Current wording

Cash distribution of $0.7098 per Class A Share declared on April 28, 2025, an increase of $0.0086 per Class A Share for the first quarter of 2025 as compared with the fourth quarter of 2024.

Previous wording

Revenues and other income in the third quarter of 2024 were $378.5 million compared with $363.1 million in the prior‑year quarter. Third quarter 2024 revenues and other income were up $15.4 million compared with the prior-year quarter primarily due to higher physical volumes. Total operating costs and expenses in the third quarter of 2024 were $146.8 million, compared with $143.1 million in the prior-year quarter, primarily attributable to higher depreciation expense for additional assets placed in service. Interest expense, net of interest income, in the third quarter of 2024 was $51.8 million, up from $45.8 million in the prior-year quarter, primarily attributable to the new $600.0 million 6.500% fixed-rate senior unsecured notes issued in May 2024, partially offset by lower interest on lower borrowings under our revolving credit facility. Income tax expense increased $7.5 million resulting from ownership changes following secondary equity offering and Class B Unit repurchase transactions. As a result, consolidated net income decreased $0.1 million and Adjusted EBITDA increased $17.2 million for the third quarter of 2024 compared with the third quarter of 2023.

Current wording

Revenues and other income in the first quarter of 2025 were $382.0 million, up from $355.6 million in the prior‑year quarter, primarily due to higher physical volumes. Total operating costs and expenses in the first quarter of 2025 were $144.6 million, up from $133.6 million in the prior-year quarter, primarily due to higher employee costs charged to us under our omnibus and employee secondment agreements, pass-through electricity and produced water trucking and disposal costs, and higher depreciation expense for additional assets placed in service. Interest expense, net of interest income, in the first quarter of 2025 was $56.4 million, up from $48.5 million in the prior-year quarter, primarily due to $600.0 million 6.500% fixed-rate senior unsecured notes issued in May 2024, $800.0 million 5.875% fixed-rate senior unsecured notes issued in February 2025, and charges associated with early redemption of $800.0 million 5.625% fixed-rate senior unsecured notes, partially offset by lower interest on lower borrowings under the company's credit facilities and lower interest on the redeemed $800.0 million 5.625% fixed-rate senior unsecured notes. Income tax expense was $23.0 million, up from $14.3 million in the prior-year quarter, resulting from ownership changes following secondary equity offering and Class B Unit repurchase transactions. As a result, consolidated net income remained approximately flat and Adjusted EBITDA increased $17.8 million for the first quarter of 2025 compared with the first quarter of 2024.

Previous wording

Revenues and other income increased $6.0 million in the third quarter of 2024 compared to the third quarter of 2023, of which $7.8 million is attributable to higher gas gathering volumes that were above MVCs in the third quarter of 2024 and 2023, $4.8 million is attributable to higher water gathering and disposal revenue, $1.6 million is attributable to services provided directly to third parties, $0.3 million is attributable to higher pass‑through revenue, and $0.2 million is attributable to higher crude oil gathering volumes that were above MVCs in the third quarter of 2024 and 2023. These revenue increases were partially offset by $8.7 million attributable to lower tariff rates.

Current wording

Revenues and other income increased $15.5 million in the first quarter of 2025 compared to the first quarter of 2024, of which $6.6 million is attributable to higher gas gathering physical volumes, $2.7 million is attributable to higher water gathering and disposal revenue, $2.4 million is attributable to higher crude oil gathering physical volumes, and $1.3 million is attributable to crude oil MVCs recognized in revenue upon expiration of shortfall fee credits. Additionally, $1.1 million of the increase is attributable to higher tariff rates, $0.9 million is attributable to higher pass‑through revenue, and $0.5 million is attributable to services provided directly to third parties.

Previous wording

Operating and maintenance expenses decreased $1.2 million, of which $3.5 million is attributable to lower costs related to the produced water release remediation reserve, partially offset by $1.9 million attributable to higher employee costs allocated to us under our omnibus and employee secondment agreements and $0.4 million attributable to all other costs. Depreciation expense increased $3.3 million due to new compressors and other new gathering assets brought into service.

Current wording

Operating and maintenance expenses increased $4.1 million, primarily due to higher employee costs charged to us under our omnibus and employee secondment agreements. Depreciation expense increased $1.6 million due to new compressors and other new gathering assets brought into service.

Previous wording

Operating and maintenance expenses increased $3.6 million, of which $2.4 million is attributable to higher third-party processing fees and $1.5 million is attributable to higher maintenance activity, slightly offset by $0.3 million attributable to lower other costs.

Current wording

Operating and maintenance expenses increased $2.5 million, of which $1.4 million is attributable to higher third-party processing fees and $1.4 million is attributable to higher pass-through costs, slightly offset by $0.3 million attributable to lower other costs.

Previous wording

Interest expense, net of interest income, increased $6.0 million in the third quarter of 2024 compared to the third quarter of 2023, of which $9.8 million is attributable to the new $600.0 million 6.500% fixed-rate senior unsecured notes issued during the second quarter of 2024, partially offset by $3.2 million attributable to lower interest on lower borrowings under our revolving credit facility and $0.6 million higher interest income. Income tax expense increased $7.5 million in the same period driven by increased ownership of the Partnership by Hess Midstream LP following equity offering and unit repurchase transactions in 2023 and 2024.

Current wording

Income tax expense increased $8.7 million in the same period driven by increased ownership of the Partnership by Hess Midstream LP following equity offering and unit repurchase transactions in 2024 and 2025.

Previous wording

Our partnership agreement requires that we distribute all of our available cash, as defined in the agreement, to our shareholders. On October 28, 2024, we declared a quarterly cash distribution of $0.6846 per Class A Share, to be paid on November 14, 2024 to shareholders of record on November 7, 2024. Simultaneously, the Partnership will make a distribution of $0.6846 per Class B Unit of the Partnership to the Sponsors.

Current wording

Our partnership agreement requires that we distribute all of our available cash, as defined in the agreement, to our shareholders. On April 28, 2025, we declared a quarterly cash distribution of $0.7098 per Class A Share, to be paid on May‍ 14, 2025 to shareholders of record on May 8, 2025. Simultaneously, the Partnership will make a distribution of $0.7098 per Class B Unit of the Partnership to the Sponsors.

Previous wording

$800.0 million aggregate principal amount of 5.625% fixed‑rate senior unsecured notes due 2026 that were issued to qualified institutional investors. Interest is payable semi‑annually on February 15 and August 15.

Current wording

On February 12, 2025, the Partnership issued $800.0 million aggregate principal amount of 5.875% fixed‑rate senior unsecured notes due 2028 to qualified institutional investors. Interest is payable semi‑annually on March 1 and September 1, commencing September 1, 2025. The Partnership used the net proceeds from the issuance of the new notes, along with borrowings under its revolving credit facility, to redeem its outstanding $800.0 million aggregate principal amount of 5.625% fixed‑rate senior unsecured notes due 2026 (the “2026 Notes”). The Partnership redeemed the 2026 Notes on March 5, 2025, and recognized an extinguishment loss of approximately $2.0 million included in Interest expense, net in the accompanying unaudited consolidated statements of operations.

Previous wording

The notes described above are guaranteed by certain subsidiaries of the Partnership. Each of the indentures for the senior notes described above contains customary covenants that restrict our ability and the ability of our restricted subsidiaries to (i) declare or pay any dividend or make any other restricted payments; (ii) transfer or sell assets or subsidiary stock; (iii) incur additional debt; 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 September 30, 2024, we were in compliance with all debt covenants under the indentures.

Current wording

The notes described above are guaranteed by certain subsidiaries of the Partnership. Each of the indentures for the senior notes described above contains customary covenants that restrict our ability and the ability of our restricted subsidiaries to (i) declare or pay any dividend or make any other restricted payments; (ii) transfer or sell assets or subsidiary stock; (iii) incur additional debt; 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 (as defined in the indentures) does not exceed 4.25 to 1.00. As of March 31, 2025, we were in compliance with all debt covenants under the indentures.

Previous wording

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. Facility fees accrue on the total capacity of the revolving credit facility. Borrowings under the 5-year Term Loan A facility generally bear interest at Secured Overnight Financing Rate (“SOFR”) plus the applicable margin ranging from 1.65% to 2.55%, while the applicable margin for the 5‑year syndicated revolving credit facility ranges from 1.375% to 2.050%. Pricing levels for the facility fee and interest rate margins are based on the Partnership’s ratio of total debt to EBITDA (as defined in the Credit Facilities). 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 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.

Current wording

As of March 31, 2025, 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. Facility fees accrue on the total capacity of the revolving credit facility. Borrowings under the 5-year Term Loan A facility generally bear interest at Secured Overnight Financing Rate (“SOFR”) plus the applicable margin ranging from 1.65% to 2.55%, while the applicable margin for the 5‑year syndicated revolving credit facility ranges from 1.375% to 2.050%. Pricing levels for the facility fee and interest rate margins are based on the Partnership’s ratio of total debt to EBITDA (as defined in the Credit Facilities). 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 March 31, 2025, borrowings of $128.0 million were drawn and outstanding under the Partnership’s revolving credit facility, and borrowings of $380.0 million, excluding deferred issuance costs, were drawn and outstanding under the Partnership’s Term Loan A facility.

Previous wording

Operating Activities. Net cash provided by operating activities increased $63.0 million for the nine months ended September 30, 2024, compared to the same period in 2023. The change in operating cash flows resulted primarily from an increase in revenues and other income of $107.5 million, an increase in distributions received from equity investments of $4.0 million, partially offset by an increase in expenses, other than depreciation and other non-cash gains and losses of $47.0 million, and an increase in cash used by changes in working capital of $1.5 million.

Current wording

Operating Activities. Net cash provided by operating activities increased $17.1 million for the three months ended March 31, 2025, compared to the same period in 2024. The change in operating cash flows resulted primarily from an increase in revenues and other income of $26.4 million, a decrease in cash used by changes in working capital of $3.9 million, an increase in distributions received from equity investments of $1.4 million, partially offset by an increase in expenses, other than depreciation, equity-based compensation and other non-cash gains and losses of $14.6 million.

Previous wording

Investing Activities. Net cash used in investing activities increased $51.0 million for the nine months ended September 30, 2024, compared to the same period in 2023 driven by higher payments for additions to property, plant, and equipment primarily related to our compression capacity and related pipeline infrastructure expansion program.

Current wording

Investing Activities. Net cash used in investing activities decreased $9.3 million for the three months ended March 31, 2025, compared to the same period in 2024 driven by the timing of payments for additions to property, plant, and equipment primarily related to our compression capacity and associated pipeline infrastructure expansion program.

Previous wording

Financing Activities. Net cash used in financing activities increased $7.3 million for the nine months ended September 30, 2024, compared to the same period in 2023. In the first nine months of 2024, we received proceeds of $590.5 million, net of financing costs, from our issuance of $600.0 million aggregate principal amount of 6.500% fixed-rate senior unsecured notes, that we used to reduce indebtedness outstanding under our revolving credit facility and for general corporate purposes. In the first nine months of 2024, we repaid $317.5 million of net borrowings under our Credit Facilities compared to $258.0 million net proceeds from borrowings under our Credit Facilities during the same period in 2023. In addition, in the first nine months of 2024, we paid higher distributions to shareholders and noncontrolling interests of $21.7 million and paid higher transaction costs of $0.6 million as compared to the same period in 2023.

Current wording

Financing Activities. Net cash used in financing activities increased $23.4 million for the three months ended March 31, 2025, compared to the same period in 2024. In the first three months of 2025, we received proceeds of $788.6 million, net of financing costs, from our issuance of the new 5.875% fixed-rate senior unsecured notes due 2028. We used the net proceeds from the issuance of the new notes, along with borrowings under our revolving credit facility, to redeem the $800.0 million notes due 2026. Our repayments of the term loan facility were $2.5 million higher and our net borrowings under our revolving credit facility were $2.0 million lower in the first three months of 2025 compared to the same period in 2024. In addition, in the first three months of 2025, we paid higher distributions to shareholders and noncontrolling interests of $7.5 million compared to the same period in 2024.

Previous wording

This Quarterly Report on Form 10‑Q, including information incorporated by reference herein, contains “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “anticipate,” “estimate,” “expect,” “forecast,” “guidance,” “could,” “may,” “should,” “would,” “believe,” “intend,” “project,” “plan,” “predict,” “will,” “target” and similar expressions identify forward-looking statements, which are not historical in nature. Our forward-looking statements may include, without limitation: our future financial and operational results; our business strategy; our industry; our expected revenues; our future profitability; our maintenance or expansion projects; our projected budget and capital expenditures and the impact of such expenditures on our performance; and future economic and market conditions in the oil and gas industry.

Current wording

This Quarterly Report on Form 10‑Q, including information incorporated by reference herein, contains “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “anticipate,” “estimate,” “expect,” “forecast,” “guidance,” “could,” “may,” “should,” “would,” “believe,” “intend,” “project,” “plan,” “predict,” “will,” “target” and similar expressions identify forward-looking statements, which are not historical in nature. Our forward-looking statements may include, without limitation: our future financial and operational results; our business strategy; our industry; our expected revenues; our future profitability; our maintenance or expansion projects; our projected budget and capital expenditures and the impact of such expenditures on our performance; future economic and market conditions in the oil and gas industry; expected timing and completion of Hess’ proposed merger with Chevron Corporation (“Chevron”); and information about sustainability goals and targets and planned social, safety environmental policies, programs and initiatives.

Previous wording

risks and uncertainties associated with Hess’ proposed merger with Chevron Corporation (“Chevron”), including the following:

Current wording

risks and uncertainties associated with Hess’ proposed merger with Chevron, including the following: