Each one in plain English, with the numbers worked through for a shareholder.
25 Nov 2019merger communication● Neutral
Hess Midstream said it intends to raise $500 million in new senior notes due 2028 to help pay for the HIP acquisition - repaying HIP's existing credit facilities, funding a distribution to Hess and GIP, and covering deal costs.
The second amendment added third-quarter results to the document holders were voting on: net income of $87.4 million, $69.6 million of it attributable to the partnership, adjusted EBITDA of $136.3 million, the Little Missouri 4 gas processing plant in service and throughput up 67% on a year earlier.
The amendment disclosed a right holders lose in the reorganisation: the new partnership agreement makes shareholders irrevocably waive trial by jury for any claim under state or federal law, expressly including claims under the federal securities laws, and binds anyone who later buys shares in the market. A full comparison of old and new holder rights was added with it.
Hess Midstream reported strong third-quarter 2019 results (net income $100.4 million, adjusted EBITDA $136.0 million) alongside a 15% distribution increase, while confirming the pending HIP acquisition and Up-C conversion remained on track.
99.32% of HIP's existing notes ($794.6 million of the $800 million outstanding) were tendered into the exchange offer - near-total participation ahead of the reorganization's close.
As part of the reorganization, Hess Midstream launched an offer to exchange Hess Infrastructure Partners' $800 million of existing 5.625% notes due 2026 for new HESM-issued notes - consolidating the target's debt onto the acquirer's balance sheet.
Hess Midstream Partners registered the shares for its own reorganisation: each public common unit converts into one Class A share of Hess Midstream LP, a partnership that has elected to be taxed as a corporation and which replaces the old partnership as the listed entity. Control stays where it was, with the Hess and Global Infrastructure Partners joint venture above it.
Hess Midstream Partners LP announced it will acquire Hess Infrastructure Partners (the 50/50 Hess Corporation/Global Infrastructure Partners joint venture that actually owns 80% of the midstream assets), eliminate the incentive distribution rights it pays its sponsors, and convert into a new, corporate-taxed "Hess Midstream LP" - a pro forma $7.25 billion enterprise, immediately accretive to public unitholders, with Hess and GIP retaining majority ownership.