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October 25, 2019
John B. Hess
Chief Executive Officer
Hess Midstream LP
1501 McKinney Street
Houston, TX 77010
Re: Hess Midstream LP
Registration Statement on Form S-4
Filed October 4, 2019
File No. 333-234095
Dear Mr. Hess:
We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Questions and Answers About the Restructuring
What are the anticipated U.S. federal income tax consequences of the Merger to
HESM Common
Unitholders, page 1
1. You disclose here that a HESM Common Unitholder is not expected to
recognize gain or
loss for U.S. federal income tax purposes upon the exchange of HESM
Common Units
for New HESM Class A Shares pursuant to the Merger. You further disclose
on page 52
that the HESM board considered that the restructuring is generally not
expected to be
taxable to holders of HESM Common Units a benefit in approving the
restructuring. As
described, it appears that the tax consequences to this transaction may
be material to
unitholders. Please provide an opinion regarding the material tax
consequences of the
transaction and revise your tax discussion section disclosure
accordingly, or tell us why
John B. Hess
FirstName LastNameJohn B. Hess
Hess Midstream LP
Comapany NameHess Midstream LP
October 25, 2019
Page 2
October 25, 2019 Page 2
FirstName LastName
you do not believe you are required to do so. See Item 601(b)(8) of
Regulation S-K and
Section III of Staff Legal Bulletin No. 19.
The Restructuring
Opinion of Intrepid as Financial Advisor to the Conflicts Committee, page 57
2. We note that Intrepid performed its analysis, including its discounted
cash flow analysis,
based on financial and tax projections, forecasts and other data
provided by management.
Please disclose the management projections and forecasts used by
Intrepid in connection
with its fairness opinion or tell us why you do not believe they are
material to the
understanding of the fairness opinion disclosures.
3. We note your disclosure and the opinion letter from Intrepid included
as Annex C to the
registration statement states that Intrepid's opinion is addressed to,
and is solely for the
information and benefit of, the Conflicts Committee in connection with
its evaluation of
the transactions and that the opinion "shall not be disclosed, quoted,
referred to or
communicated (in whole or in part) to, made available to, or relied
upon by, any third
party, nor shall any public reference to us or this opinion be made,
for any purpose
whatsoever except with our prior written approval." This disclosure
suggests that public
unitholders may not consider or rely on the information in the opinion
which you have
included with your registration statement. Please revise to remove
this limitation on
reliance.
4. Please revise your disclosure on page 67 to quantify the fees to be
paid to Intrepid for the
delivery of its fairness opinion and the specific amount of the fee
that is contingent upon
the public announcement of the restructuring and consummation of the
transactions. Refer
to Item 1015(b) of Regulation M-A.
General
5. We note Section 16.9(b) of your Form of New HESMP Partnership
Agreement identifies
the Court of Chancery of the State of Delaware as the exclusive forum
for certain
litigation, including any "derivative action." Please disclose whether
this provision
applies to actions arising under the Securities Act or Exchange Act.
In that regard, we
note that 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, and 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. If the
provision applies to
Securities Act claims, please also revise your prospectus to state
that investors cannot
waive compliance with the federal securities laws and the rules and
regulations
thereunder. If this provision does not apply to actions arising under
the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in
the governing
John B. Hess
Hess Midstream LP
October 25, 2019
Page 3
documents states this clearly, or tell us how you will inform investors
in future filings that
the provision does not apply to any actions arising under the Securities
Act or Exchange
Act.
6. We note Section 16.9(b) of your Form of New HESM Partnership Agreement
includes a
waiver of the right to trial by jury. Please revise your prospectus to
disclose the waiver of
the right to trial by jury and address related risks and any uncertainty
about enforceability.
If the provision extends to claims under the federal securities law,
please revise your
prospectus and the Partnership Agreement to state that investors cannot
waive compliance
with the federal securities laws and rules and regulations promulgated
thereunder. If the
provision does not apply to claims under the federal securities laws,
your prospectus and
the Partnership Agreement should state clearly that it does not apply to
claims under the
federal securities laws.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 or Loan
Lauren Nguyen,
Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
FirstName LastNameJohn B. Hess
Division of
Corporation Finance
Comapany NameHess Midstream LP
Office of Energy &
Transportation
October 25, 2019 Page 3
cc: Thomas G. Brandt
FirstName LastName