Item 4 — Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented as follows: January 2025 Repurchase Agreement On January 13, 2025, the Issuer, HESM Opco, Hess Investments and Blue Holding entered into a Unit Repurchase Agreement (the "January 2025 Repurchase Agreement"), pursuant to which HESM Opco agreed to purchase from Hess Investments and Blue Holding 967,541 and 1,605,136 Opco Class B Units, respectively (the "Repurchased Units"), for an aggregate purchase price of approximately $100 million, or $38.87 per unit (the "January 2025 Repurchase Transaction"). On January 15, 2025, pursuant to the terms of the January 2025 Repurchase Agreement, the January 2025 Repurchase Transaction closed. As a result, HESM Opco purchased and cancelled the Repurchased Units, and the Issuer cancelled, for no consideration, an equal number of Class B Shares held by Hess Investments and Blue Holding, respectively, in accordance with Section 5.5(e) of the Amended Opco Partnership Agreement. Class B Share Distribution Agreement In connection with the January 2025 Repurchase Transaction, on January 15, 2025, New HESM GP LP, New HESM GP LLC, HIP GP LLC, Hess Investments and Blue Holding, L.P. entered into a distribution agreement (the "January 2025 Distribution Agreement") pursuant to which New HESM GP LP distributed 3,210,272 Class B Shares to HIP GP LLC. HIP GP LLC then immediately distributed 1,605,136 Class B Shares to each of Hess Investments and Blue Holding. The above description of the January 2025 Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and incorporated herein by reference.