Chevron Agrees To Exit Hess Midstream, Selling Its Stake And The General Partner For $200 Million Cash
A 13D amendment says outstanding shares are expected to fall by nearly 40% at closing, which is expected by year-end 2026.
Hess Midstream agreed on October 6 to buy out Chevron's holdings in the company, its general partner and Chevron's DJ Basin midstream assets, according to Amendment No. 27 to a Schedule 13D filed Thursday. The filing shows Hess Investments North Dakota, Hess Corporation and Chevron reporting 78,276,485 Class A shares, or 38% of the class.
What the amendment says
This is an ownership filing updated for a signed deal, not an activist demand. Item 4 carries no new demands, board nominations or strategic-alternatives language. It summarizes a Purchase and Sale Agreement between Hess Midstream and its operating partnership on one side and three indirect, wholly owned Chevron subsidiaries on the other.
At closing, Hess Midstream would buy 449,000 Class A shares and 77,827,485 Class B units from the Chevron unit HINDL. HINDL would also transfer 77,827,485 Class B shares in the issuer. Hess Midstream would also buy the interests in Hess Infrastructure Partners GP LLC, which sits above the general partner, and the membership interests in Chevron Midstream Holdings, which will own Chevron's gathering, processing and storage assets in the Denver Julesburg Basin.
The price is $200 million in cash plus the closing working capital of the Chevron Midstream Holdings business, paid on an estimate and subject to a post-closing adjustment. Chevron's sellers also get an irrevocable right to enter into the Bakken commercial agreements.
What it changes for holders
The filing says Chevron will contribute 100% of its consolidated ownership interests in the issuer, and that outstanding shares are expected to fall by nearly 40% at closing. The cover pages use 128,350,881 Class A shares outstanding as of July 31, 2026, from the August 6 10-Q.
The parties will end the current omnibus agreement with Chevron at closing. Ancillary agreements include Bakken crude, gas and water service contracts, a transition services agreement under which Chevron provides services, and a secondment agreement. The parties also agreed to use commercially reasonable efforts to get a license letting Hess Midstream keep using the "Hess" name and related trademarks for nine months after closing.
The filing also reports that John B. Hess, a Chevron director, bought 457,596 Class A shares on October 7 at $33.0612 per share.
Chevron completed its Hess Corporation acquisition in July 2025, according to oilprice.com, which explains why a Chevron unit sits atop the ownership chain. MarketWatch reported that shares fell Wednesday after the announcement. The company also set preliminary 2027 adjusted EBITDA guidance of $850 million to $950 million.
Timing and what to watch
Closing is expected by year-end 2026. Hess Midstream's obligation depends on the antitrust waiting period expiring, early termination or a consent order, and on no law or order blocking the deal.
Either side can terminate if closing has not happened by October 6, 2027, with an automatic six-month extension if certain regulatory approvals are missing.
In Thursday after-hours trading shares were at $34.31, about 1% above the regular close of $34.00 (market data), on lighter volume.
The next marker is the expiration of the antitrust waiting period, which the filing ties to a year-end 2026 close.
Sources
- SCHEDULE 13D/A — Hess Investments North Dakota LLC re: Hess Midstream LP (HESM) — SEC EDGAR
- Hess Midstream LP Announces Transformative Transaction Leading to New Independent Multi-basin Midstream Company – Company Announcement - FT.com — Financial Times
- Hess Midstream (HESM) Becomes Independent With DJ Basin Assets and New Ownership — Yahoo Finance
- Is Hess Midstream (HESM) Undervalued Following Chevron's Deal And Revised Bakken Contracts? — Yahoo Finance
- Hess Midstream Shares Fall on $200M Restructuring Deal With Chevron — MarketWatch
- Chevron to Shed Hess Midstream Stake in Major Bakken Restructuring | OilPrice.com — oilprice.com
