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Hess Midstream Operations LP Announces Pricing of Private Offering of Senior Notes Due 2030

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Hess Midstream Operations LP announced the pricing of $750 million in 4.250% senior unsecured notes due 2030. The offering is aimed at financing the repurchase of approximately 31 million Class B units from Hess Corporation and Global Infrastructure Partners. The private notes offering, restricted to qualified institutional buyers, is set to close on August 5, 2021, pending customary closing conditions. Importantly, the notes are not registered under the Securities Act, and thus cannot be offered or sold without proper registration or exemption.

Positive
  • The offering of $750 million senior unsecured notes may provide necessary liquidity for the repurchase of Class B units.
  • Repurchasing Class B units could potentially strengthen Hess Midstream's capital structure and align interests with shareholders.
Negative
  • The private offering could lead to shareholder dilution if the repurchased units are not offset by other shareholder actions.
  • The notes are not registered under the Securities Act, which may limit their marketability and investor interest.

Hess Midstream Operations LP (the “Issuer”), a consolidated subsidiary of Hess Midstream LP (NYSE: HESM) (“HESM” and, together with the Issuer, “Hess Midstream”), today announced that it has priced $750 million in aggregate principal amount of 4.250% senior unsecured notes due 2030 (the “Notes”) at par in a private offering. Hess Midstream intends to use the net proceeds from the offering to finance the previously announced repurchase by the Issuer of approximately 31 million Class B units from affiliates of Hess Corporation and Global Infrastructure Partners. The private offering of the Notes is expected to close on August 5, 2021, subject to the satisfaction of customary closing conditions.

The Notes are being sold only to “qualified institutional buyers” in the United States pursuant to Rule 144A and outside the United States to non-U.S. Persons in compliance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

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 Hess Corporation 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.

Forward Looking Statements

This press release includes forward-looking statements within the meaning of U.S. 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. Forward-looking statements are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from our historical experience and our current projections or expectations of future results expressed or implied by these forward-looking statements. You should keep in mind the risk factors and other cautionary statements in the filings made by HESM with the U.S. Securities and Exchange Commission, which are available to the public. HESM undertakes no obligation to, and does not intend to, update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

FAQ

What is the purpose of the $750 million offering by Hess Midstream (HESM)?

The offering aims to finance the repurchase of approximately 31 million Class B units from Hess Corporation and Global Infrastructure Partners.

When is the closing date for the Hess Midstream notes offering?

The private offering is expected to close on August 5, 2021, subject to customary closing conditions.

Who can purchase the senior unsecured notes from Hess Midstream (HESM)?

The notes are being sold only to qualified institutional buyers in the U.S. and non-U.S. Persons outside the U.S.

What are the risks associated with the notes offering by Hess Midstream?

The notes are not registered under the Securities Act, which limits their marketability and could affect investor interest.

Hess Midstream LP

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