03/04/2026 | Press release | Distributed by Public on 03/04/2026 15:16
HESS MIDSTREAM LP ANNOUNCES SIGNING OF ACCRETIVE $60 MILLION REPURCHASE FROM SPONSOR AND THE PUBLIC
HOUSTON, March 3, 2026 - Hess Midstream LP (NYSE: HESM) ("Hess Midstream"), today announced an accretive $60 million repurchase that included both Class B units of its subsidiary, Hess Midstream Operations LP, from an affiliate of Chevron, Hess Midstream's sponsor (the "Sponsor"), and Hess Midstream's Class A shares from the public.
Hess Midstream announced the execution of a definitive agreement providing for the repurchase of approximately $18 million of Class B units by its subsidiary, Hess Midstream Operations LP, from the Sponsor. The terms of the proposed unit repurchase transaction were unanimously approved by the Board of Directors of Hess Midstream's general partner, based on the unanimous approval and recommendation of its conflicts committee composed solely of independent directors.
Hess Midstream also announced that it has entered into an accelerated share repurchase ("ASR") agreement with JPMorgan Chase Bank, National Association ("JPM"), to repurchase $42 million of Hess Midstream's publicly traded Class A shares.
"We continue to execute repurchase transactions as part of our ongoing financial strategy," said Jonathan Stein, Chief Executive Officer of Hess Midstream. "Following these repurchase transactions, we continue to expect to have approximately $1 billion of financial flexibility through 2028 for incremental shareholder returns and debt repayment, including the potential for further unit and share repurchases over this period."
The repurchased securities will be cancelled following settlement of each repurchase transaction, which is expected to result in increased distributable cash flow per Class A share providing capacity for incremental distribution growth above Hess Midstream's annual distribution target of at least 5% through 2028, consistent with Hess Midstream's return of capital framework.
Unit Repurchase Summary
Hess Midstream Operations LP, Hess Midstream's consolidated subsidiary, agreed to repurchase 455,811 Class B units of Hess Midstream Operations LP, equal to approximately 0.2% of the consolidated company, held by the Sponsor for a purchase price of approximately $18 million. The purchase price per Class B unit is $39.49, the closing price of the Class A shares on March 2, 2026. After completing the unit repurchase transaction but before giving effect to any repurchase of publicly traded Class A shares purchased by Hess Midstream in the ASR transaction, ownership of Hess Midstream on a consolidated basis will be approximately 62.2% for the public and 37.8% for Chevron. The unit repurchase is anticipated to close on March 4, 2026. Hess Midstream expects to fund the unit repurchase with borrowings under its existing revolving credit facility.
ASR Transaction
Under the ASR agreement, Hess Midstream agreed to make an upfront payment of $42 million to JPM and will receive an initial share delivery of 744,492 Class A shares from JPM, representing approximately 70% of the expected Class A share repurchases under the ASR agreement, based on the closing price of the Class A shares of $39.49 on March 2, 2026.
The final number of Class A shares to ultimately be purchased by Hess Midstream under the ASR agreement will be based generally on the average of the daily volume-weighted average prices of Class A shares during the term of the transaction, subject to adjustments pursuant to the terms and conditions of the ASR agreement. Final settlement of the transactions under the ASR agreement is expected to occur in March 2026. Hess Midstream expects to fund the repurchase of Class A shares in the ASR from borrowings under its existing revolving credit facility.
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About Hess Midstream
Hess Midstream is a fee-based, growth-oriented midstream company that owns, operates, develops and acquires a diverse set of midstream assets to provide services to Chevron, its subsidiaries and third-party customers. Hess Midstream owns oil, gas and produced water handling assets that are primarily located in the Bakken and Three Forks Shale plays in the Williston Basin area of North Dakota. More information is available at www.hessmidstream.com.
As used in this press release, the term "Chevron" may refer to Chevron Corporation, one or more of its consolidated subsidiaries, or to all of them taken as a whole. All of these terms are used for convenience only and are not intended as a precise description of any of the separate companies, each of which manages its own affairs.