As filed with the Securities and Exchange Commission on November 8, 2019

Registration No. 333-234095

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HESS MIDSTREAM LP

(Exact Name of Registrant as Specified in its Charter)

1501 McKinney Street

Houston, Texas 77010

(713) 496-4200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Timothy B. Goodell

General Counsel and Secretary

Hess Midstream GP LLC

1501 McKinney Street

Houston, TX 77010

(713) 496-4200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon consummation of the merger described in the enclosed prospectus.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Hess Midstream LP may not distribute or issue the securities being registered pursuant to this registration statement until the registration statement (of which this prospectus is a part), as filed with the Securities and Exchange Commission, is effective. This prospectus is not an offer to sell nor should it be considered a solicitation of an offer to buy the securities described herein in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION—DATED NOVEMBER 8, 2019

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

                    , 2019

Dear Hess Midstream Partners LP Unitholder:

Pursuant to a Partnership Restructuring Agreement, dated as of October 3, 2019 (the “Restructuring Agreement”), the board of directors (the “HESM Board”) of Hess Midstream Partners GP LLC, as the general partner of the general partner of Hess Midstream Partners LP (“HESM”), and its conflicts committee consisting entirely of independent directors unanimously approved the restructuring (the “Restructuring”) of HESM and its subsidiaries through a series of transactions (the “Transactions”). As a result of the Restructuring, Hess Midstream LP, a limited partnership that has elected to be taxed as a corporation for U.S. federal income tax purposes (“New HESM”), will acquire control of HESM and replace HESM as its publicly traded successor. Each HESM Common Unit issued and outstanding immediately before the effective time of the Merger (as defined below), other than HESM Common Units held by New HESM or the Existing Sponsors (defined below), HIP GP LLC (defined below) and certain of their respective affiliates, shall convert into the right to receive one Class A share representing a limited partner interest in New HESM (each, a “New HESM Class A Share”) entitling the holder to both economic and voting rights in New HESM. HESM and New HESM are currently indirectly controlled by Hess Infrastructure Partners GP LLC (“HIP GP LLC”), the general partner of Hess Infrastructure Partners LP (“HIP”). HIP is a joint venture between Hess Investments North Dakota LLC (“HINDL”) and GIP II Blue Holding Partnership, L.P. (“GIP” and together with HINDL, the “Existing Sponsors”) and currently owns an 80% economic interest in certain of HESM’s existing assets (the “Joint Interest Assets”) and a 100% interest in certain other businesses, including a produced water gathering and disposal business owned by Hess Water Services Holdings LLC (“Hess Water Services”).

Prior to the Restructuring:

Upon consummation of the Restructuring:

On October 3, 2019, the conflicts committee of the HESM Board and the HESM Board each unanimously approved the Restructuring (including the Restructuring Agreement, the Merger Agreement and the transactions contemplated thereby). A copy of the Restructuring Agreement is included with the attached prospectus as Annex A.

The accompanying prospectus will provide you with information regarding the Restructuring, including details about the Merger. We urge you to read the accompanying prospectus carefully.

The Restructuring involves risks, some of which may be significant, and its completion is subject to several conditions that either must be satisfied or waived. We discuss these risks and conditions in greater detail in the accompanying prospectus and urge you to read the entire prospectus, including the sections entitled “Risk Factors—Risks Relating to the Restructuring” beginning on page 25 and “The Restructuring Agreement—Conditions to the Restructuring” beginning on page 84.

Under applicable securities regulations, the Restructuring may not be completed until 20 business days after the attached prospectus has been made available to holders of the HESM Common Units. Therefore, the Restructuring may not be completed until that time has elapsed, and therefore, the earliest possible date on which the Restructuring can be completed is                 , 2019, subject to the satisfaction or waiver of all other conditions to the Restructuring contained in the Restructuring Agreement described in the enclosed document. We are not asking you for a proxy and you are requested not to send us a proxy.

Thank you for your continued support.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This prospectus is dated                , 2019 and is first being made available to the holders of HESM Common Units on or about                , 2019.

ADDITIONAL INFORMATION

The accompanying document is a prospectus of New HESM relating to the conversion of HESM Common Units into New HESM Class A Shares in connection with the Merger. This prospectus “incorporates by reference” important business and financial information about HESM from documents that are not included in or delivered with this prospectus. This information is available to you without charge upon request. For a more detailed description of the information incorporated by reference into this prospectus and how you may obtain it, see “Where You Can Find More Information” on page 182. You also may obtain any of the documents incorporated by reference into this prospectus from the Securities and Exchange Commission (the “SEC”) through the SEC’s internet web site at www.sec.gov. Documents of HESM are also available from HESM, without charge, excluding any exhibits to those documents that are not specifically incorporated by referenced as an exhibit to this prospectus. Holders of HESM Common Units may request a copy of these documents in writing or by telephone by contacting below:

Investor Relations

1185 Avenue of the Americas

New York, NY 10036

Attention: Jennifer Gordon

Phone: (212) 536-8244

If you would like to request any documents, please do so by                 , 2019. See “Where You Can Find More Information” in the accompanying prospectus for further information regarding how you may obtain additional information.

ABOUT THIS PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by New HESM (File No. 333-234095), constitutes a prospectus of New HESM under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the New HESM Class A Shares to be issued to certain holders of HESM Common Units that held such units as of immediately prior to the effective time of the Merger that will be exchanged for New HESM Class A Shares immediately following the Closing (“HESM Common Unitholders”).

New HESM has supplied all information contained or incorporated by reference herein relating to New HESM, and HESM has supplied all information contained or incorporated by reference herein relating to HESM. HESM and New HESM have both contributed to the information relating to the Restructuring contained in this prospectus.

New HESM and HESM have not authorized anyone to provide you with information that is different from that contained or incorporated by reference herein. This prospectus is dated                 , 2019, and you should not assume that the information contained in this prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference herein is accurate as of any date other than the date of the incorporated document.

HESM Common Units are currently traded on the NYSE under the symbol “HESM” and, following the completion of the Restructuring, it is expected that the New HESM Class A Shares will be traded on the NYSE under the same “HESM” symbol.

TABLE OF CONTENTS

ANNEXES

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CERTAIN DEFINED TERMS

All references to “we,” “us” and “our” refer to New HESM after the consummation of the Restructuring, and to HESM prior to the consummation of the Restructuring, unless otherwise indicated or the context otherwise requires. The following frequently used terms have the meanings set forth below for purposes of this prospectus, unless the context otherwise indicates:

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RISK FACTORS

In addition to the other information contained in this prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 38 and the risk factors and other information set forth in HESM’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, HESM’s Annual Report on Form 10-K for the year ended December 31, 2018 and subsequent reports filed by HESM with the SEC, each of which are incorporated by reference herein, you should carefully consider the following risk factors with respect to the Restructuring and the New HESM Class  A Shares.

Risks Relating to the Restructuring

The Restructuring is subject to conditions, including some conditions that may not be satisfied on a timely basis, if at all, and may be terminated. Failure to complete the Restructuring, or significant delays in completing the Restructuring, could negatively affect HESM’s and HIP’s businesses and financial results and the price of the Existing Public HESM Units or, following the consummation of the Restructuring, the business and financial results of New HESM and the price of the New HESM Class A Shares.

The consummation of the Restructuring is subject to a number of conditions, some of which are beyond the parties’ control, that, if not satisfied or waived, may prevent, delay or otherwise result in the Restructuring not being consummated. The consummation of the Restructuring is not assured and is subject to risks, including the risk that certain conditions to the Restructuring, including the receipt of certain regulatory approvals, are not satisfied. In addition, the Restructuring Agreement may be terminated including by, among other reasons, mutual written agreement of HESM and the Existing Sponsors at any time. See “The Restructuring Agreement—Conditions to the Restructuring” and “—Grounds for Termination.”

If the Restructuring is not completed, or if there are significant delays in completing the Restructuring, HESM’s and HIP’s businesses and financial results and the trading price of the Existing Public HESM Units could be negatively affected or, following the consummation of the Restructuring, New HESM’s business and financial results and the price of the New HESM Class A Shares could be negatively affected, and the parties will be subject to several risks, including the following:

Even if HESM and HIP complete the Restructuring, New HESM may fail to realize the anticipated benefits of the Restructuring.

The success of the Restructuring will depend, in part, on New HESM’s ability to realize the anticipated benefits from electing to be taxed as a corporation, combining HESM’s and HIP’s businesses and consummating the other transactions contemplated by the Restructuring Agreement. The anticipated benefits of the Restructuring may not be realized fully or at all, or may take longer to realize than expected or could have other adverse effects that HESM does not currently foresee. Some of the assumptions that HESM has made with respect to the Restructuring may turn out to be inaccurate.

New HESM GP LP and the Existing Sponsors may sell New HESM Class A Shares in the public or private markets, and such sales could have an adverse impact on the trading price of the New HESM Class A Shares.

Upon the consummation of the Restructuring, New HESM GP LP will hold 898,000 New HESM Class A Shares. In addition, following the Restructuring, the Existing Sponsors will collectively hold 266,416,928 New

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HESM Class B Shares, which may be exchanged for New HESM Class A Shares. Additionally, in connection with the Restructuring, the Existing Sponsors will be entering into the Amended Registration Rights Agreement, pursuant to which New HESM has agreed to register the sale of New HESM Class A Shares received by the Existing Sponsors and certain of their affiliates received in exchange for HESM Class B Units and HESM Class B Shares pursuant to the HESM Partnership Agreement. See “Certain Relationships and Related Party Transactions—Agreements Entered Into in Connection with the Restructuring—Amended Registration Rights Agreement.” The sale of these New HESM Class A Shares in the public or private markets could have an adverse impact on the price of the New HESM Class A Shares or on any trading market that may develop.

Certain executive officers and directors of HESM GP LLC have interests in the Restructuring that are different from, or in addition to, the interests they may have as unitholders, which could have influenced their decision to support or approve the Restructuring.

Certain executive officers and directors of the HESM Board are parties to agreements or participants in other arrangements that give them interests in the Restructuring that may be different from, or be in addition to, your interests as a unitholder. These different interests are described in “The Restructuring—Interests of Certain Persons in the Restructuring.”

The fairness opinion rendered to the Conflicts Committee by Intrepid was necessarily based on economic, monetary, market and other conditions as in effect on, and financial forecasts and other information made available to Intrepid as of, the date of the opinion. As a result, the opinion does not reflect changes in events or circumstances after the date of such opinion. The Conflicts Committee has not obtained or requested, and does not expect to obtain or request, an updated fairness opinion from Intrepid reflecting changes in circumstances that may have occurred since the signing of the Restructuring Agreement.

The fairness opinion rendered to the Conflicts Committee by Intrepid was provided for the information and assistance of the Conflicts Committee in connection with, and at the time of, its consideration of the Transactions and the Restructuring Agreement. The opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and financial forecasts and other information made available to Intrepid as of, the date of its opinion, which may have changed, or may change, after the date such information was prepared or after the date of the opinion. Changes in the operations and prospects of New HESM, general market, monetary, economic and other conditions and other factors that may be beyond the control of New HESM, and on which the fairness opinion was based, may have altered the value of New HESM or the prices of HESM Common Units since the date of the opinion, or may alter such values and prices by the time the Transactions are completed. The opinion does not speak as of any date other than the date of such opinion. See “The Restructuring Agreement—Opinion of Intrepid as Financial Advisor to the Conflicts Committee.”

The financial projections prepared by HIP regarding HESM and New HESM may not prove to be reflective of actual future results.

In connection with the Transactions, HIP prepared and considered, among other things, internal financial forecasts for the business and operations of HESM and New HESM. These financial projections were not prepared with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, at all or within projected timeframes. In addition, the failure of New HESM’s businesses to achieve projected results could have a material adverse effect on the trading price of the New HESM Class A Units, as well as New HESM’s financial position and ability to maintain or increase its distributions following the Transactions. See “The Restructuring—Unaudited Projected Financial Information.”

The unaudited pro forma financial information included in this prospectus is presented for illustrative purposes only and may not be an indication of New HESM’s financial condition or results of operations following the Restructuring.

The unaudited pro forma financial information contained in this prospectus is presented for illustrative purposes only, is based on various adjustments, assumptions and preliminary estimates and may not be an

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indication of the financial condition or results of operations of New HESM following the Restructuring. The actual financial condition and results of operations of New HESM following the Restructuring may not be consistent with, or evident from, this pro forma financial information. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the financial condition or results of operations of New HESM following the Restructuring. Any potential decline in the financial condition or results of operations of New HESM following the Restructuring may cause significant variations in the price of New HESM Class A Shares after consummation of the Restructuring. See “New HESM Unaudited Pro Forma Condensed Consolidated Financial Statements” beginning on page F-2.

The New HESM Class A Shares to be received by the holders of Existing Public HESM Units as a result of the Restructuring have different rights than the Existing Public HESM Units.

Following consummation of the Restructuring, Public Limited Partners will no longer hold Existing Public HESM Units, but will instead hold New HESM Class A Shares. There are differences between the rights of holders of Existing Public HESM Units and the rights of holders of New HESM Class A Shares. The rights associated with the New HESM Class A Shares will be governed by the New HESM Partnership Agreement, which will differ in a number of respects from the existing Partnership Agreement. See “Comparison of Rights of HESM Common Unitholders and New HESM Shareholders.”

HESM and HIP expect to incur substantial transaction-related costs in connection with the Restructuring and the Financing Transactions.

HESM and HIP expect to incur, in the aggregate, approximately $60.0 million in expenses in connection with completing the Restructuring and the Financing Transactions, including fees paid to legal, financial and accounting advisors, filing fees and printing costs, and other fees and expenses, certain of which will be due and payable even if the Restructuring is not consummated.

HESM, HIP and New HESM may be subject to litigation related to the Restructuring.

HESM may be subject to litigation related to the Restructuring. HESM cannot predict the outcome of any lawsuits, nor can it predict the amount of time and expense that will be required to resolve such litigation. An unfavorable resolution of any such litigation concerning the Restructuring could delay or prevent its consummation. In addition, the costs of defending the litigation, even if resolved in HESM’s favor, could be substantial and such litigation could distract HESM from pursuing the consummation of the Restructuring and could have a negative impact on HESM’s financial condition and results of operations.

A downgrade in New HESM’s credit ratings relative to HIP’s credit rating following the Restructuring could impact New HESM’s access to capital and costs of doing business, and independent third parties will assign New HESM’s credit ratings.

Following the Restructuring, New HESM will have more debt outstanding on a consolidated basis than HESM has prior to the Restructuring, and the Restructuring may cause rating agencies to reevaluate New HESM’s ratings. A downgrade of New HESM’s credit ratings might increase New HESM’s cost of borrowing and could require New HESM to post collateral with third parties, negatively impacting its available liquidity. New HESM’s ability to access the capital markets could also be limited by a downgrade of its credit ratings and other disruptions. Credit rating agencies perform independent analysis when assigning credit ratings. The analysis includes a number of criteria including, but not limited to, business composition, market and operational risks, as well as various financial tests. Credit rating agencies continue to review the criteria for industry sectors and various debt ratings and may make changes to those criteria from time to time. Credit ratings are not recommendations to buy, sell or hold investments in the rated entity. Ratings are subject to revision or withdrawal at any time by the rating agencies, and New HESM cannot assure that it will maintain its current credit ratings.

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Risks Relating to an Investment in New HESM

New HESM GP LP and its affiliates, including the Existing Sponsors, have conflicts of interest with New HESM and limited fiduciary duties to New HESM and New HESM’s shareholders, and they may favor their own interests to New HESM’s detriment and that of New HESM’s shareholders. Additionally, New HESM has no control over the business decisions and operations of the Existing Sponsors, and none of the Existing Sponsors is under any obligation to adopt a business strategy that favors New HESM.

The Existing Sponsors indirectly own and control New HESM GP LP. Although New HESM GP LP has a duty to manage New HESM in a manner that is in the best interests of New HESM and its shareholders, New HESM’s directors and officers also have a duty to manage New HESM GP LP in a manner that is in the best interests of its owner, HIP GP LLC, which is owned by the Existing Sponsors. Conflicts of interest may arise between the Existing Sponsors and their respective affiliates, including New HESM GP LP, on the one hand, and New HESM and New HESM’s shareholders, on the other hand. In resolving these conflicts, New HESM GP LP may favor its own interests and the interests of its affiliates, including the Existing Sponsors, over the interests of New HESM shareholders. These conflicts include, among others, the following situations:

In addition, although certain actions, such as a merger or dissolution of New HESM, require the approval of a majority of the New HESM Shares outstanding, New HESM GP LP can take such actions without approval of the unaffiliated shareholders because the owners of New HESM GP LP control a majority of the New HESM Shares.

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Under the terms of the New HESM Partnership Agreement, the doctrine of corporate opportunity, or any analogous doctrine, does not apply to New HESM GP LP or any of its affiliates, including the Existing Sponsors, HIP GP LLC or the executive officers and directors of New HESM. Any such person or entity that becomes aware of a potential transaction, agreement, arrangement or other matter that may be an opportunity for New HESM will not have any duty to communicate or offer such opportunity to New HESM. Any such person or entity will not be liable to New HESM or to any limited partner for breach of any fiduciary duty or other duty by reason of the fact that such person or entity pursues or acquires such opportunity for itself, directs such opportunity to another person or entity or does not communicate such opportunity or information to New HESM. This may create actual and potential conflicts of interest between New HESM and affiliates of New HESM GP LP and result in less than favorable treatment of New HESM and its shareholders.

The New HESM Partnership Agreement requires that New HESM distribute all of its available cash, which could limit its ability to grow and make acquisitions.

The New HESM Partnership Agreement requires that New HESM distribute all of its available cash to New HESM shareholders. As a result, New HESM expects to rely primarily upon external financing sources, including borrowings under its revolving credit facility and the issuance of debt and equity securities, to fund acquisitions and expansion capital expenditures. Therefore, to the extent New HESM is unable to finance its growth externally, its cash distribution policy will significantly impair its ability to grow. In addition, because New HESM will distribute all of its available cash, its growth may not be as fast as that of businesses that reinvest their available cash to expand ongoing operations. To the extent New HESM issues additional shares in connection with any acquisitions or expansion capital expenditures, the payment of distributions on those additional shares may increase the risk that it will be unable to maintain or increase its per share distribution level. There are no limitations in the New HESM Partnership Agreement on New HESM’s ability to issue additional shares, including shares ranking senior to New HESM Class A Shares as to distributions or in liquidation or that have special voting rights and other rights, and New HESM shareholders will have no preemptive or other rights (solely as a result of their status as shareholders) to purchase any such additional shares. The incurrence of additional commercial borrowings or other debt to finance the growth strategy of New HESM would result in increased interest expense, which, in turn, may reduce the amount of cash that it has available to distribute to its shareholders.

The New HESM Partnership Agreement will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by New HESM shareholders, which would limit such unitholders’ ability to choose the judicial forum for disputes with us or our general partner’s directors, officers or other employees.

The New HESM Partnership Agreement will provide, that, with certain limited exceptions, the Court of Chancery of the State of Delaware will be the exclusive forum for any claims, suits, actions or proceedings (1) arising out of or relating in any way to the New HESM Partnership Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of the New HESM Partnership Agreement or the duties, obligations or liabilities among partners or of partners to New HESM, or the rights or powers of, or restrictions on, the partners or New HESM), (2) brought in a derivative manner on behalf of New HESM, (3) asserting a claim of breach of a duty (including any fiduciary duty) owed by any director, officer, or other employee of New HESM or New HESM GP LP, or owed by New HESM GP LP, to New HESM or its partners, (4) asserting a claim arising pursuant to any provision of the Delaware Act or (5) asserting a claim governed by the internal affairs doctrine. However, the exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Any person or entity purchasing or

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otherwise acquiring any interest in New HESM Class A Shares is deemed to have received notice of and consented to the foregoing provisions. Although we believe this choice of forum provision benefits New HESM by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against New HESM and its general partner’s directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation or similar governing documents has been challenged in legal proceedings and it is possible that in connection with any action a court could find the choice of forum provisions contained in the New HESM Partnership Agreement to be inapplicable or unenforceable in such action. If a court were to find this choice of forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, New HESM may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition and results of operations and our ability to make cash distributions to its unitholders.

Affiliates of New HESM GP LP, including the Existing Sponsors, may compete with New HESM, and neither New HESM GP LP nor its affiliates have any obligation to present business opportunities to New HESM.

Neither the New HESM Partnership Agreement nor the Amended HESM Partnership Agreement prohibit the Existing Sponsors or any other affiliates of New HESM GP LP from owning assets or engaging in businesses that compete directly or indirectly with New HESM. Under the terms of the New HESM Partnership Agreement, the doctrine of corporate opportunity, or any analogous doctrine, does not apply to New HESM GP LP or any of its affiliates, including the Existing Sponsors and New HESM’s executive officers and directors. Any such entity that becomes aware of a potential transaction, agreement, arrangement or other matter that may be an opportunity for New HESM will not have any duty to communicate or offer such opportunity to New HESM. Consequently, the Existing Sponsors and other affiliates of New HESM GP LP, including HIP GP LLC, may acquire, construct or dispose of additional midstream assets in the future without any obligation to offer New HESM the opportunity to purchase any of those assets. As a result, competition from the Existing Sponsors and other affiliates of New HESM GP LP could materially and adversely impact New HESM’s results of operations and distributable cash flow.

The New HESM Partnership Agreement replaces New HESM GP LP’s fiduciary duties to holders of New HESM Shares with contractual standards governing its duties.

Delaware law provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary duties otherwise owed by the general partner to limited partners and the partnership, provided that partnership agreements may not eliminate the implied contractual covenant of good faith and fair dealing. As permitted by Delaware law, the New HESM Partnership Agreement contains provisions that eliminate the fiduciary standards to which New HESM GP LP would otherwise be held by state fiduciary duty law and replaces those duties with several different contractual standards. For example, the New HESM Partnership Agreement permits New HESM GP LP to make a number of decisions in its individual capacity, as opposed to in its capacity as New HESM GP LP, free of any duties to New HESM and its shareholders other than the implied contractual covenant of good faith and fair dealing. This provision entitles New HESM GP LP to consider only the interests and factors that it desires and relieves it of any duty or obligation to give any consideration to any interest of, or factors affecting, New HESM or its affiliates or its limited partners. By purchasing a New HESM Class A Share, a shareholder is treated as having consented to the provisions in the New HESM Partnership Agreement, including the provisions discussed above.

Holders of New HESM Class A Shares have very limited voting rights and, even if they are dissatisfied, they cannot initially remove New HESM GP LP without its consent.

Unlike the holders of common stock in a corporation, New HESM shareholders have only limited voting rights on matters affecting New HESM’s business and, therefore, limited ability to influence management’s decisions regarding New HESM’s business. For example, unlike holders of stock in a public corporation, New

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HESM shareholders will not have “say-on-pay” advisory voting rights. New HESM shareholders did not elect New HESM’s general partner and will not elect any of the members of New HESM’s board of directors and will have no right to elect New HESM’s general partner or any of the members of New HESM’s board of directors on an annual or other continuing basis. New HESM’s board of directors is chosen by HIP GP LLC, which is controlled by New HESM’s Existing Sponsors. Furthermore, if the New HESM shareholders are dissatisfied with the performance of New HESM’s general partner, they have little ability to remove New HESM’s general partner. As a result of these limitations, the price at which the New HESM Class A Shares trade could be diminished because of the absence or reduction of a takeover premium in the trading price.

New HESM shareholders are not able to remove New HESM’s general partner without its consent because New HESM’s general partner and its affiliates own sufficient New HESM Shares to be able to prevent its removal. In addition, New HESM’s general partner may only be removed for cause. “Cause” is narrowly defined under the New HESM Partnership Agreement to mean that a court of competent jurisdiction has entered a final, non-appealable judgment finding the general partner liable for actual fraud or willful or wanton misconduct in its capacity as New HESM’s general partner. Cause does not include most cases of charges of poor management of the business. Even if cause for removal exists, the vote of the holders of at least 66 2/3% of all outstanding New HESM Shares voting together as a single class is required to remove New HESM’s general partner. As of the closing of the Restructuring, New HESM’s general partner and its affiliates will collectively own 94% of the outstanding New HESM Shares.

Furthermore, New HESM shareholders’ voting rights are further restricted by the New HESM Partnership Agreement provision providing that any shares held by a person that owns 20% or more of any class of shares then outstanding, other than New HESM’s general partner, its affiliates, their transferees, and persons who acquired such shares with the prior approval of New HESM’s board of directors, cannot vote on any matter.

New HESM’s partnership agreement also contains provisions limiting the ability of New HESM shareholders to call meetings or to acquire information about New HESM’s operations, as well as other provisions limiting the New HESM shareholders’ ability to influence the manner or direction of management.

New HESM’s general partner interest or the control of New HESM’s general partner may be transferred to a third party without New HESM shareholder consent.

New HESM’s general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the New HESM shareholders. Furthermore, there is no restriction in New HESM’s partnership agreement on the ability of HIP GP LLC to transfer all of the partnership interests in New HESM’s general partner, or all of the membership interests in New HESM GP LLC, the general partner of New HESM’s general partner, to a third party. The new owner of New HESM’s general partner or New HESM GP LLC would then be in a position to replace New HESM’s board of directors and officers with its own choices. As a result, we could lose the provision of certain operational support and administrative services by Hess and its affiliates and New HESM’s license to use certain Hess trademarks.

New HESM’s general partner has a limited call right that may require New HESM shareholders to sell their New HESM Class A Shares at an undesirable time or price.

If at any time our general partner and its affiliates own more than a designated percentage of the issued and outstanding limited partner interests of any class, New HESM GP LP will have the right, but not the obligation, which it may assign to any of its affiliates or to New HESM, to acquire all, but not less than all, of the limited partner interests of such class held by unaffiliated persons at a price not less than their then-current market price. This designated percentage is equal to (i) 80% with respect to all classes of limited partner interests other than New HESM Class A Shares and (ii) as of the consummation of the Restructuring, 97% of the Class A Shares and Class B Shares taken together with respect to New HESM Class A Shares, which percentage with respect to New HESM Class A Shares shall gradually be adjusted downward in connection with decreases to the percentage of

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the limited partner interests held by our general partner and its affiliates. Generally, the designated percentage will be three to five percent greater than the percentage of the limited partner interests owned by the general partner and its affiliates, until they own 75% of the limited partner interests, at which time the designated percentage will be set at 80%. As a result, New HESM shareholders may be required to sell their New HESM Class A Shares at an undesirable time or price and may not receive any return on their investment. New HESM shareholders may also incur a tax liability upon a sale of their New HESM Class A Shares. For purposes of this calculation, the New HESM Class B Shares will be considered collectively with the New HESM Class A Shares as a single class. Upon the consummation of the Restructuring, our general partner and its affiliates will own approximately 94% of the New HESM Class B Shares and the New HESM Class A Shares, considered as a single class. See “Information About New HESM—Amendment of the New HESM Partnership Agreement”

The New HESM Partnership Agreement restricts the remedies available to holders of New HESM Shares for actions taken by New HESM GP LP that might otherwise constitute breaches of fiduciary duty.

The New HESM Partnership Agreement contains provisions that restrict the remedies available to unitholders for actions taken by New HESM GP LP that might otherwise constitute breaches of fiduciary duty under state fiduciary duty law. For example, the New HESM Partnership Agreement:

The market price of the New HESM Class A Shares may fluctuate significantly after the Restructuring.

Upon completion of the Restructuring, holders of Existing Public HESM Units will become holders of New HESM Class A Shares. The market price of the New HESM Class A Shares may fluctuate significantly following completion of the Restructuring and holders of Existing Public HESM Units could lose some or all of the value of their investment in New HESM Class A Shares. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, the New HESM Class A Shares, regardless of New HESM’s actual operating performance.

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New HESM may issue an unlimited number of additional equity interests without New HESM shareholder approval, including equity with preferences senior to the New HESM Class A Shares, which would dilute shareholder interests.

Under our New HESM Partnership Agreement, New HESM may, at any time, issue an unlimited number of general partner interests or limited partner interests of any type without the approval of New HESM shareholders, and New HESM shareholders will have no preemptive or other rights (solely as a result of their status as shareholders) to purchase any such general partner interests or limited partner interests. Further, there are no limitations in our New HESM Partnership Agreement on New HESM’s ability to issue equity securities that rank equal or senior to the New HESM Class A Shares as to distributions or in liquidation or that have special voting rights and other rights.

The issuance by us of additional the New HESM Class A Shares or other equity securities of equal or senior rank will have the following effects:

The issuance by us of additional general partner interests may have the following effects, among others, if such general partner interests are issued to a person who is not an affiliate of New HESM’s general partner:

The NYSE does not require a publicly traded limited partnership like New HESM to comply with certain of its corporate governance requirements.

We intend to apply to list the New HESM Class A Shares on the NYSE. Because New HESM will be a publicly traded limited partnership, the NYSE will not require New HESM to have a majority of independent directors on its board of directors or to establish a compensation committee or a nominating and corporate governance committee. Additionally, any future issuance of additional New HESM Class A Shares or other securities, including to affiliates, will not be subject to the NYSE’s shareholder approval rules that apply to a corporation. Accordingly, unitholders of New HESM will not have the same protections afforded to certain corporations that are subject to all of the NYSE corporate governance requirements.

New HESM will be treated as a corporation for U.S. federal income tax purposes and our cash available for distribution to our unitholders may be substantially reduced.

As a result of the Restructuring, New HESM will be subject to tax as a corporation. Distributions on New HESM Shares will be treated as distributions on corporate stock for U.S. federal income tax purposes and taxed again as corporate dividends (to the extent of our current and accumulated earnings and profits). Because an entity-level tax is imposed on New HESM due to its status as a corporation for U.S. federal income tax purposes, distributable cash flow may be substantially reduced by any tax liabilities.

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Restrictions in the terms of New HESM’s consolidated indebtedness could adversely affect New HESM’s business, financial condition, results of operations and ability to make quarterly cash distributions.

Upon consummation of the Restructuring, we expect New HESM to have a significant amount of consolidated indebtedness, consisting of HESM’s $1.0 billion New Revolving Credit Facility, $400 million New Term Loan A Facility, up to $800 million of Exchange Notes, $500 million of HESM New Notes and any Existing HIP Notes not tendered in the Exchange Offer. We expect the terms of New HESM’s consolidated indebtedness will limit New HESM’s ability to conduct its business, including its ability to:

New HESM’s consolidated indebtedness will also contain covenants requiring it to maintain certain financial ratios. New HESM’s ability to meet those financial ratios and tests can be affected by events beyond its control, and there can be no assurance that New HESM will meet any such ratios or tests.

The consummation of the Exchange Offer and any offer of HESM New Notes will be subject to customary conditions and may not be consummated on the expected terms or at all. New HESM expects for HESM to enter into the New Revolving Credit Facility and the New Term Loan A Facility upon the consummation of the Restructuring, but the terms of such agreements are subject to ongoing negotiations. There can be no assurance that New HESM will enter into the New Revolving Credit Facility or the New Term Loan A Facility.

The New HESM Partnership Agreement will provide that New HESM shareholders irrevocably waive the right to trial by jury in any claim, suit, action or proceeding under either state or federal laws, including any claim under U.S. federal securities laws, which could result in less favorable outcomes to the New HESM shareholders in any such action.

The New HESM Partnership Agreement will provide that New HESM shareholders, including those who become New HESM shareholders by purchasing New HESM Shares in secondary transactions, irrevocably waive the right to trial by jury for any claims, suits, actions or proceedings (1) arising out of or relating in any way to the New HESM Partnership Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of the New HESM Partnership Agreement or the duties, obligations or liabilities among New HESM’s partners, or obligations or liabilities of New HESM’s partners to New HESM, or the rights or powers of, or restrictions on, New HESM’s partners or New HESM), (2) brought in a derivative manner on New HESM’s behalf, (3) asserting a claim of breach of a duty owed by any of New HESM’s, or the General Partner’s, directors, officers, or other employees, or owed by the General Partner, to New HESM or New HESM’s partners, (4) asserting a claim against New HESM arising pursuant to any provision of the Delaware Act or (5) asserting a claim against New HESM governed by the internal affairs doctrine, in each case pursuant to either state or federal laws, including U.S. federal securities law. Regardless, such waiver of the right to trial by jury does not impact the ability of a New HESM shareholder to make a claim under either federal or state law.

The waiver of the right to a jury trial is not intended to be deemed a waiver by any New HESM shareholder with respect to New HESM’s compliance with U.S. federal securities laws and the rules and regulations

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promulgated thereunder. If New HESM or one of the New HESM shareholders opposed a jury trial demand based on the waiver, the applicable court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with applicable state and federal laws. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the U.S. federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which govern the New HESM Partnership Agreement.

If a New HESM shareholder brings a claim in connection with matters arising under the New HESM Partnership Agreement, including claims under U.S. federal securities laws, such New HESM shareholder may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits. If a lawsuit is brought by a New HESM shareholder under the New HESM Partnership Agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in a different outcome than a trial by jury, including results that could be less favorable to the New HESM shareholder(s) bringing such lawsuit.

Risks Relating to HIP’s Business

Following the consummation of the Restructuring, HESM will continue to own all of its existing assets, as well as all of the assets and operations of HIP. Prior to the Restructuring, HIP owns, directly or indirectly, an 80% economic interest in the Joint Interest Assets and 100% of each of MLP GP LLC and MLP GP LP, which manage the day-to-day operations of HESM and 100% of Hess Water Services, which owns and operates approximately 250 miles of produced water pipelines in gathering systems located primarily in Williams and Mountrail Counties, North Dakota. HIP’s businesses are, and, following the consummation of the Restructuring, New HESM’s businesses will be, subject to the risks associated with the underlying assets and business of HESM as described in HESM’s Annual Report on Form 10-K for the year ended December 31, 2018 as well as the risk factors described below relating to Hess Water Services.

Hess Water Services’ operations are subject to risks and operational hazards, some of which may result in business interruptions and shutdowns of its operations. If a significant accident or event occurs that results in a business interruption or shut down for which New HESM is not adequately insured, New HESM’s operations and financial results could be materially and adversely affected.

Hess Water Services’ operations are subject to all of the risks and operational hazards inherent in gathering and disposing of produced water, including:

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These risks could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of property and equipment and pollution or other environmental damage, as well as business interruptions or shutdowns of the water services facilities. Any such event or unplanned shutdown could have a material adverse effect on New HESM’s business, financial condition and results of operations. In addition, Hess’s Bakken production operations, on which the water services operations are substantially dependent, are subject to similar operational hazards and risks inherent in producing crude oil and natural gas. A serious accident at the water services facilities or at Hess’s facilities could result in serious injury or death to our employees or contractors or those of Hess or its affiliates and could expose us to significant liability for personal injury claims and reputational risk. HIP does not have, and New HESM will not have, any control over the operations at Hess’s Bakken operations or their associated facilities.

HIP does not, and New HESM will not, maintain insurance coverage against all potential losses and could suffer losses for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage. HIP carries insurance coverage for certain property damage and third-party liabilities, which includes sudden and accidental pollution liabilities. HIP is also insured under certain of Hess’s liability policies and is subject to Hess’s policy limits under these policies. The occurrence of an event that is not fully covered by insurance or failure by one or more insurers to honor its coverage commitments for an insured event could have a material adverse effect on HIP’s, or following the Closing, New HESM’s, business, financial condition and results of operations.

If Hess does not maintain its drilling activities, or if HIP does not pursue third-party customer contracts, the demand for HIP’s produced water disposal services could be reduced, which could have a material adverse effect on New HESM’s results of operations, cash flow and ability to make distributions to the New HESM shareholders.

The produced water disposal services HIP provides to Hess and any other customers assist in their drilling activities. If Hess does not maintain its drilling activities, its demand for HIP’s produced water disposal services will be reduced regardless of whether HIP continues to provide other midstream services for their production. If the demand for HIP’s produced water disposal services declines for this or any other reason, New HESM’s financial condition and results of operations could be adversely affected.

Delays or restrictions in obtaining permits by HIP for HIP’s water handling operations or by HIP’s customers for their operations could impair HIP’s business.

HIP’s water handling operations and the operations of HIP’s customers require permits from one or more governmental agencies in order to construct new disposal wells, perform drilling and completion activities, and construct water gathering and transportation pipelines and other water handling facilities. Such permits are typically issued by state agencies, but federal and local governmental permits may also be required. The requirements for such permits vary depending on the location where such activities will be conducted. As with all governmental permitting processes, there is a degree of uncertainty as to whether a permit will be granted, the time it will take for a permit to be issued, the conditions that may be imposed in connection with the granting of the permit and whether the permit may be terminated. Additionally, some of HIP’s customers’ drilling and completion activities may in the future take place on federal land or Native American lands, requiring leases and other approvals from the federal government or Native American tribes to conduct such drilling and completion activities. Under certain circumstances, federal agencies or tribal authorities may cancel proposed leases and

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refuse to grant or delay required approvals. Therefore, HIP’s customers’ operations may be interrupted or suspended for varying lengths of time, causing a loss of revenue to HIP and adversely affecting HIP’s results of operations.

In the future HIP may face increased obligations relating to the closing of HIP’s produced water facilities and may be required to provide an increased level of financial assurance to guaranty the appropriate closure activities occur for its produced water facility.

Obtaining a permit to own or operate produced water facilities generally requires HIP to establish performance bonds, letters of credit or other forms of financial assurance to address clean-up and closure obligations. As HIP acquires additional produced water facilities or expands its existing produced water facilities, these obligations will increase. Additionally, in the future, regulatory agencies may require HIP to increase the amount of its closure bonds at existing produced facilities. Actual costs could exceed HIP’s current expectations, as a result of, among other things, federal, state or local government regulatory action, increased costs charged by service providers that assist in closing produced facilities and additional environmental remediation requirements. The obligation to satisfy increased regulatory requirements associated with HIP’s produced and produced water facilities could result in an increase of its operating costs and adversely affect HIP’s financial condition and results of operations.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, this prospectus contains various forward-looking statements which represent our expectations or beliefs concerning future events, including, without limitation, our future operating and financial performance, our ability to comply with the covenants in the agreements governing our indebtedness and the availability of capital. Statements expressing expectations and projections with respect to future matters and the Restructuring and the results of the Restructuring are forward-looking statements within the meaning of federal securities laws. We caution that these forward-looking statements involve a number of risks and uncertainties and are subject to many variables that could impact our future performance. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements. We do not intend, nor do we undertake any duty, to update any forward-looking statements.

A wide range of factors could materially affect future developments and performance, including but not limited to:

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents, total debt and total capitalization as of September 30, 2019 on (i) an actual basis for HESM, (ii) an actual basis for HIP and (iii) a pro forma basis giving effect to the Transactions as if the Transactions had occurred as of such date. You should read this table in conjunction with the information contained in “Risk Factors” and “Hess Midstream LP Unaudited Pro Forma Condensed Combined Financial Statements” included in this prospectus and the financial statements and notes thereto included or incorporated in this prospectus.