Hess Midstream LP: enters purchase agreement to acquire DJ Basin assets

What happened

• The Company and Hess Midstream Operations LP entered into a Purchase and Sale Agreement on Oct 6, 2026 with Noble Energy, Inc., CMH NewCo LLC and Hess Investments North Dakota LLC, each indirect Chevron subsidiaries.
• Under the agreement the Company will acquire (i) from Hess Investments North Dakota LLC 449,000 Class A shares and 77,827,485 Class B units representing limited partner interests in HESM OpCo and 77,827,485 Class B shares representing limited partner interests in the Company, (ii) from CMH NewCo LLC the membership interest in Chevron Midstream Holdings LLC that will own the DJ Basin assets, and (iii) from Hess Investments North Dakota LLC the HIP GP interest.
• The Partnership Parties will pay $200,000,000 plus closing working capital for CMH (subject to adjustment) and will grant the Seller Parties an irrevocable commercial contract right related to the Bakken Commercial Agreements. The Closing is expected by year-end 2026, subject to customary conditions including HSR Act clearance and the absence of a material adverse effect.

Key details

• DJ Basin assets include approximately 400,000 barrels per day of oil gathering capacity, 300,000,000 cubic feet per day of gas gathering capacity, 420,000 barrels of storage capacity and a 20% interest in the Saddlehorn long-haul pipeline (about 600 miles, 300,000 barrels per day).
• Consideration includes $200,000,000 plus CMH closing working capital (paid at Closing based on an estimate and subject to post-closing adjustment) and the Commercial Contract Right to enter into or amend the Bakken Commercial Agreements.
• Bakken Commercial Agreements: primary term through Dec 31, 2045 with Chevron rights to two additional five-year extensions; certain agreements include a minimum revenue commitment equal to 80% of expected combined revenues attributable to Chevron until Dec 31, 2033; tariff rates adjust annually by CPI-U capped at 3%.
• Governance and personnel: Chevron will contribute 100% of its consolidated ownership interests in the Company, the number of outstanding Company shares is expected to decrease by nearly 40% at Closing, Chevron-affiliated directors Kristi H. McCarthy, Kristen M. Ghattas, Barbara F. Harrison and Gerbert Schoonman are expected to resign at Closing, and the governing documents will be amended so shareholders elect all board members beginning with the 2028 annual meeting (classified board, majority independent).

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) describing the Purchase and Sale Agreement and related transaction agreements, Item 5.02 (expected director departures), Item 7.01 (press release furnished Oct 6, 2026) and Item 8.01 (forward-looking statement caution).
• The filing does not show why the insider traded or why the company acted.