UNIT REPURCHASE AGREEMENTUnit Repurchase Agreement • April 4th, 2022 • Hess Midstream LP • Crude petroleum & natural gas • Delaware
This UNIT REPURCHASE AGREEMENT, dated as of March 29, 2022 (this “Agreement”), is by and among Hess Midstream Operations LP, a Delaware limited partnership (“HESM OpCo”), Hess Midstream LP, a Delaware limited partnership (“Hess Midstream” and, together with HESM OpCo, the “Partnership Parties”), Hess Investments North Dakota LLC, a Delaware limited liability company (“HINDL”), and GIP II Blue Holding, L.P., a Delaware limited partnership (“GIP” and together with HINDL, the “Sponsors”). HESM OpCo, Hess Midstream, HINDL and GIP are sometimes individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”
HESS MIDSTREAM LP 8,900,000 Class A Shares Representing Limited Partner Interests Underwriting AgreementUnderwriting Agreement • April 4th, 2022 • Hess Midstream LP • Crude petroleum & natural gas • New York
The shareholders of Hess Midstream LP, a Delaware limited partnership (the “Company”), named in Schedule II hereto (the “Selling Shareholders”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are acting as representatives (the “Representatives”), an aggregate of 8,900,000 Class A shares (“Class A Shares”) representing limited partner interests in the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 1,335,000 additional Class A Shares (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Shares”).
