Sec Form 13D Filing - BlackRock Portfolio Management LLC filing for - 2025-05-30

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: BPM has been designated authority to file this Amendment No. 6 with respect to a total of 367,394 Class A Shares beneficially owned by the Reporting Advisory Subsidiaries as of May 29, 2025, which were acquired for an aggregate purchase price of $14,436,200. Such acquisitions were made for investment purposes with available funds of the applicable client accounts in the ordinary course of business of the Reporting Advisory Subsidiaries. Transactions made for investment purposes in the ordinary course of business of the Reporting Advisory Subsidiaries are undertaken solely for the benefit of the applicable client account and are independent from the strategic relationship with and investment in the Issuer made by the GIP Entities for their own accounts.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: May 2025 Underwriting Agreement On May 28, 2025, the Issuer, Hess Midstream GP LP, Hess Midstream GP LLC, Blue Holding, and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as underwriters (the "Underwriters"), entered into an Underwriting Agreement (the "May 2025 Underwriting Agreement"), pursuant to which the Underwriters agreed to purchase from Blue Holding, subject to and upon the terms and conditions set forth therein, 15,022,517 Class A Shares at a price of $36.86 per share, comprising of (i) 449,000 Class A Shares indirectly owned by Blue Holding through its ownership of 50% of the limited liability company interests in Hess Midstream GP LP and (ii) 14,573,517 Class A Shares issuable upon Blue Holding's redemption of a corresponding number of OpCo Class B Units (the "May 2025 Secondary Offering"). In connection with the May 2025 Secondary Offering, Hess Midstream GP LP equally distributed all the Class A Shares and Class B Shares it held to Hess Investments and Blue Holding. On May 30, 2025, the May 2025 Secondary Offering closed. Pursuant to the May 2025 Underwriting Agreement, the Issuer and Hess Investments have agreed not to sell or otherwise dispose of any Class A Shares held by them for a period ending 60 days after the date of the May 2025 Underwriting Agreement without first obtaining the written consent of the Underwriters subject to certain exceptions. The above description of the May 2025 Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and incorporated herein by reference. Governance Changes As of closing of the May 2025 Secondary Offering, Blue Holding no longer holds a direct or indirect ownership interest in any of the Issuer, Hess Midstream GP LP, Hess Midstream GP LLC or Hess Infrastructure Partners GP LLC. As a result, Hess Investments now owns 100% interest in Hess Infrastructure Partners GP LLC. Consequently, the three directors of the Issuer appointed by Blue Holding have resigned from the Issuer's board of directors effective as of the date hereof.

The information contained on the cover page to this Schedule 13D is incorporated by reference into this Item 5. The beneficial ownership set forth herein is based on 131,084,592 Class A Shares outstanding as of the closing of the May 2025 Secondary Offering.

The information contained on the cover page to this Schedule 13D is incorporated by reference into this Item 5.

Annex A, attached hereto, sets forth the transactions that were effected by the Reporting Business Units in the Class A Shares since Amendment No. 5 and ending on May 29, 2025. The transactions in the Class A Shares described on Annex A were effected on securities exchanges unless otherwise indicated therein.

Except for investment advisory clients of the Reporting Business Units, who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Shares, no other person is known by BPM to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Class A Shares that may be beneficially owned by the Reporting Business Units.

As of the date of this Amendment No. 6, the Reporting Person has ceased to be the beneficial owner of more than five percent of the outstanding Class A Shares.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Item 4 above summarizes certain provisions of the May 2025 Underwriting Agreement and is incorporated herein by reference. A copy of this agreement is attached as an exhibit hereto and incorporated herein by reference. Except as set forth herein, there are no contracts, arrangements, understandings or relationships between BPM and any other person with respect to any securities of the Issuer or among the Reporting Business Units, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies (other than the transfer of voting rights with respect to the Class A Shares that are loaned out in the ordinary course of certain Reporting Business Units' securities lending programs).

Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 25: Underwriting Agreement, dated as of May 28, 2025, by and among Hess Midstream LP, Hess Midstream GP LP, Hess Midstream GP LLC, GIP II Blue Holding, L.P., J.P. Morgan Securities LLC and Citigroup Global Markets Inc. (incorporated by reference to Exhibit 1.1 to the Issuer's Current Report on Form 8-K filed on May 30, 2025). Annex A