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HESM on NYSE

Hess Midstream LP

American crude petroleum and natural gas company, incorporated in Delaware1

In its 2026 annual report the company says: “We are a fee-based, growth-oriented, limited partnership that owns, operates, develops and acquires a diverse set of midstream assets and provides fee-based services to Chevron, its subsidiaries, and third-party customers. Our Sponsor dedicated substantially all of its existing and future owned or controlled production in the Bakken under our long-term, fee-based agreements and intends to use us as the primary midstream vehicle to support its production goals in the Bakken and preserve value of its midstream business.”64 It is headquartered in Houston, Texas.1 Its shares trade on NYSE under the symbol HESM.1

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Last updated Oct 21, 2026.

Overview

Compare with Vista Oil & Gas, Denbury Resources or Talos Energy, or pick any stock.

  • TickerHESM on NYSE1
  • IndustryCrude Petroleum & Natural Gas1
  • HeadquartersHouston, Texas1
  • Incorporated inDE2
  • Business address1400 Smith Street, Houston, Tx 770022
  • Filer categoryLarge accelerated filer2

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

62.2%Operating margin4
21.8%Net margin4
8.4%Revenue growth, 20254
$728.2MFree cash flow4

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Affiliate Services brought in 97% of the revenue Hess Midstream LP broke down this way in fiscal 2025.

  1. Affiliate Services$1.6B497%up 7% from 2024
  2. Third Party Services$43.6M43%up 81% from 2024
Products and services by year
Products and services202320242025
Affiliate Services$1.3B$1.5B$1.6B
Third Party Services$8.0M$24.1M$43.6M

Business segments

Gathering brought in 54% of the revenue Hess Midstream LP broke down this way in fiscal 2025.

  1. Gathering$870.6M454%up 9% from 2024
  2. Processing And Storage$620.0M438%up 7% from 2024
  3. Terminaling And Export$130.7M48%up 10% from 2024
Business segments by year
Business segments202320242025
Gathering$730.0M$799.1M$870.6M
Processing And Storage$501.7M$577.7M$620.0M
Terminaling And Export$116.9M$118.7M$130.7M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs71¢$1.2B
  • Income tax7¢$113.8M
  • Profit22¢$352.9M

Out of $1.6B in revenue.4

Where each dollar of operating cash went, fiscal 2025

  • Capital spending26¢$255.6M
  • Share buybacks41¢$400.0M
  • Kept or used elsewhere33¢$328.2M

Out of $983.8M of cash from operations.4

Financial statements

Revenue56784$1.6B in 2025+91% since 2019
0$500.0M$1.0B$1.5B$2.0B2019: $848.3M$848.3M20192020: $1.1B$1.1B2020+29%2021: $1.2B$1.2B2021+10%2022: $1.3B$1.3B2022+6%2023: $1.3B$1.3B2023+6%2024: $1.5B$1.5B2024+11%2025: $1.6B$1.6B2025+8%
Operating income56784$1.0B in 2025+168% since 2019
0$500.0M$1.0B$1.5B2019: $376.6M$376.6M20192020: $576.5M$576.5M2020+53%2021: $727.2M$727.2M2021+26%2022: $791.2M$791.2M2022+9%2023: $816.9M$816.9M2023+3%2024: $919.0M$919.0M2024+12%2025: $1.0B$1.0B2025+10%
Net income56784$352.9M in 2025+403% since 2019
0$100.0M$200.0M$300.0M$400.0M2019: $70.1M$70.1M20192020: $24.0M$24.0M2020−66%2021: $46.4M$46.4M2021+93%2022: $83.9M$83.9M2022+81%2023: $118.6M$118.6M2023+41%2024: $223.1M$223.1M2024+88%2025: $352.9M$352.9M2025+58%

Every line of the income statement as filed: the last 3 fiscal years, latest first.4

Period ending2025-12-312024-12-312023-12-31
Revenues$1.6B$1.5B$1.3B
Other income$4.1M$3.6M$2.5M
Total revenues$1.6B$1.5B$1.3B
Operating and maintenance expenses (exclusive of depreciation shown separately below)$370.6M$347.3M$313.0M
Depreciation expense$214.1M$203.1M$192.5M
General and administrative expenses$28.5M$26.1M$26.2M
Total operating costs and expenses$613.2M$576.5M$531.7M
Income from operations$1.0B$919.0M$816.9M
Income from equity investments$15.9M$14.0M$7.7M
Interest expense, net$225.6M$202.2M$179.0M
Income before income tax expense$798.4M$730.8M$645.6M
Income tax expense$113.8M$71.8M$37.9M
Net income$684.6M$659.0M$607.7M
Less: Net income attributable to noncontrolling interest$331.7M$435.9M$489.1M
Net income attributable to Hess Midstream LP$352.9M$223.1M$118.6M

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Corporate structure

Hess Midstream LP sits at the top of its group. 27 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Hess Midstream LP

  • Hess Midstream LP Houston, Texas
    • Hess Bakken Processing LLC Subsidiary · Delaware, United States
    • Hess Infrastructure Partners Holdings LLC Subsidiary · Delaware, United States
    • Hess Infrastructure Partners LP Subsidiary · Delaware, United States
    • Hess LM4 Plant LLC Subsidiary · Delaware, United States
    • Hess Mentor Storage Holdings LLC Subsidiary · Delaware, United States
    • Hess Mentor Storage LLC Subsidiary · Delaware, United States
    • Hess Midstream Holdings LLC Subsidiary · Delaware, United States
    • Hess Midstream Operations LP Subsidiary · Delaware, United States
    • Hess Midstream Partners GP LLC Subsidiary · Delaware, United States
    • Hess North Dakota Export Logistics Holdings LLC Subsidiary · Delaware, United States
    • Hess North Dakota Export Logistics LLC Subsidiary · Delaware, United States
    • Hess North Dakota Export Logistics Operations LP Subsidiary · Delaware, United States
    • Hess North Dakota Pipelines Holdings LLC Subsidiary · Delaware, United States
    • Hess North Dakota Pipelines LLC Subsidiary · Delaware, United States
    • Hess North Dakota Pipelines Operations LP Subsidiary · Delaware, United States
    • Hess Tank Cars Holdings II LLC Subsidiary · Delaware, United States
    • Hess Tank Cars Holdings LLC Subsidiary · Delaware, United States
    • Hess Tank Cars II LLC Subsidiary · Delaware, United States
    • Hess Tank Cars LLC Subsidiary · Delaware, United States
    • Hess TGP Holdings LLC Subsidiary · Delaware, United States
    • Hess TGP Operations LP Subsidiary · Delaware, United States
    • Hess Tioga Gas Plant LLC Subsidiary · Delaware, United States
    • Hess Water Services Holdings LLC Subsidiary · Delaware, United States
    • Hess Water Services LLC Subsidiary · Delaware, United States
    • Little Missouri 4 LLC Subsidiary · Delaware, United States
    • and 1 more

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Hess Midstream LP reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$5.4B4 Dec 31, 2025$5.1B4 Dec 31, 2024+5.0%
Accumulated depreciation$2.0B4 Dec 31, 2025$1.8B4 Dec 31, 2024+11.9%
Property and equipment, net$3.4B4 Dec 31, 2025$3.3B4 Dec 31, 2024+1.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$1.9M4 Dec 31, 2025$4.3M4 Dec 31, 2024−55.8%
Stakes in other companies (equity method)$81.5M4 Dec 31, 2025$87.0M4 Dec 31, 2024−6.3%

Leadership

Who has led Hess Midstream LP, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. John B. Hess2019–2021
  2. Jonathan C. Stein2026–now

Chair

  1. John B. Hess2019–2021

President

  1. John A. Gatling2019–2025
  2. Michael Scott Bast2025–now

Chief financial officer

  1. Jonathan C. Stein2019–2025
  2. Michael James Chadwick2025–now

Chief operating officer

  1. John A. Gatling2019–2025
  2. Michael Scott Bast2025–now
20202025
Board members and other officers (17)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Hess Bakken Processing LLC Delaware3
  • Hess Infrastructure Partners Holdings LLC Delaware3
  • Hess Infrastructure Partners LP Delaware3
  • Hess LM4 Plant LLC Delaware3
  • Hess Mentor Storage Holdings LLC Delaware3
  • Hess Mentor Storage LLC Delaware3
  • Hess Midstream Holdings LLC Delaware3
  • Hess Midstream LP Delaware3
  • Hess Midstream Operations LP Delaware3
  • Hess Midstream Partners GP LLC Delaware3
  • Hess Midstream Partners GP LP Delaware3
  • Hess North Dakota Export Logistics Holdings LLC Delaware3
  • Hess North Dakota Export Logistics LLC Delaware3
  • Hess North Dakota Export Logistics Operations LP Delaware3
  • Hess North Dakota Pipelines Holdings LLC Delaware3
  • Hess North Dakota Pipelines LLC Delaware3
  • Hess North Dakota Pipelines Operations LP Delaware3
  • Hess TGP Holdings LLC Delaware3
  • Hess TGP Operations LP Delaware3
  • Hess Tank Cars Holdings II LLC Delaware3
  • Hess Tank Cars Holdings LLC Delaware3
  • Hess Tank Cars II LLC Delaware3
  • Hess Tank Cars LLC Delaware3
  • Hess Tioga Gas Plant LLC Delaware3
All 28 listed subsidiaries
  • Hess Water Services Holdings LLC Delaware3
  • Hess Water Services LLC Delaware3
  • Little Missouri 4 LLC Delaware3
  • Tioga Midstream, LLC Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 8, 20268-K Entered a material agreement; Executive or director change; Regulation FD disclosure34
  2. Aug 3, 20268-K Results of operations35
  3. May 4, 20268-K Results of operations36
  4. Mar 10, 2026New chief executive Jonathan C. Stein becomes CEO12
  5. Mar 4, 20268-K Entered a material agreement; Regulation FD disclosure; Other events37
  6. Feb 2, 20268-K Results of operations38
  7. Jan 30, 20268-K Bylaws or fiscal year changed; Other events39
  8. Dec 9, 20258-K Executive or director change40
  9. Nov 3, 20258-K Results of operations41
  10. Sep 5, 20258-K Executive or director change42
  11. Aug 6, 20258-K Entered a material agreement; Regulation FD disclosure; Other events43
  12. Jul 30, 20258-K Results of operations44
  13. Jul 18, 20258-K Change in control; Executive or director change; Regulation FD disclosure45
  14. Dec 17, 2019New chief executive John B. Hess becomes CEO13

Calendar

Coming up

  1. Nov 2, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.75 a share, on Nov 3, 2025.46

When it reported results

  1. Aug 3, 2026Reported quarterly or annual results35
  2. May 4, 2026Reported quarterly or annual results36
  3. Feb 2, 2026Reported quarterly or annual results38
  4. Nov 3, 2025Reported quarterly or annual results41
  5. Jul 30, 2025Reported quarterly or annual results44
  6. Apr 30, 2025Reported quarterly or annual results47
  7. Jan 29, 2025Reported quarterly or annual results48
  8. Oct 30, 2024Reported quarterly or annual results49

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

290 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 52 major events, 100 insider forms, 86 large holders, 32 other. The latest 20:

  1. Oct 8, 2026SCHEDULE 13D/A EDGAR
  2. Oct 8, 20268-K EDGAR
  3. Oct 7, 2026SCHEDULE 13G/A EDGAR
  4. Sep 23, 2026SD EDGAR
  5. Aug 7, 2026SCHEDULE 13G/A EDGAR
  6. Aug 6, 202610-Q EDGAR
  7. Aug 3, 20268-K EDGAR
  8. Jul 9, 2026SCHEDULE 13G/A EDGAR
  9. May 15, 2026SCHEDULE 13G EDGAR
  10. May 7, 202610-Q EDGAR
  11. May 4, 20268-K EDGAR
  12. Apr 13, 2026SCHEDULE 13G/A EDGAR
  13. Mar 10, 20264 EDGAR
  14. Mar 10, 20264 EDGAR
  15. Mar 10, 20264 EDGAR
  16. Mar 10, 20264 EDGAR
  17. Mar 10, 20264 EDGAR
  18. Mar 4, 20264 EDGAR
  19. Mar 4, 2026SCHEDULE 13D/A EDGAR
  20. Mar 4, 20268-K EDGAR

The 290 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

30 open-market trades by officers, directors and large owners since October 2021: 1 buys and 29 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 12, 2025Gatling John A.President and COOSale62,457$41.59$2.6MForm 4
Jun 9, 2025Schoonman Geurt GDirectorSale3,249$39.10$127.1KForm 4
May 30, 2025BlackRock Portfolio Management LLC10% ownerSale15,022,517$36.86$553.7MForm 4
Mar 11, 2025Gatling John A.President and COOSale2,087$40.60$84.7KForm 4
Feb 19, 2025BlackRock Portfolio Management LLC10% ownerSale1,650,000$39.11$64.5MForm 4
Feb 12, 2025BlackRock Portfolio Management LLC10% ownerSale11,000,000$39.11$430.2MForm 4
Nov 11, 2024Stein Jonathan C.Chief Executive OfficerSale7,923$35.32$279.8KForm 4
Sep 20, 2024Global Infrastructure Investors II, LLCDirectorSale12,650,000$35.12$444.3MForm 4
Jun 3, 2024GIP Blue Holding GP, LLCDirectorSale1,500,000$34.03$51.0MForm 4
May 31, 2024GIP Blue Holding GP, LLCDirectorSale10,000,000$34.03$340.3MForm 4
Mar 13, 2024Gatling John A.President and COOSale2,231$35.78$79.8KForm 4
Feb 8, 2024GIP II Blue Holding, L.P.DirectorSale11,500,000$32.83$377.5MForm 4
Aug 22, 2023Global Infrastructure GP II, L.P.DirectorSale1,500,000$28.59$42.9MForm 4
Aug 17, 2023GIP Blue Holding GP, LLCDirectorSale10,000,000$28.59$285.9MForm 4
May 19, 2023HESS CORPDirectorSale6,382,500$26.12$166.7MForm 4
May 19, 2023GIP Blue Holding GP, LLCDirectorSale6,382,500$26.12$166.7MForm 4
Mar 13, 2023Gatling John A.President and COOSale3,062$27.38$83.8KForm 4
Mar 13, 2023Stein Jonathan C.Chief Executive OfficerSale3,973$27.38$108.8KForm 4
Mar 9, 2023Stein Jonathan C.Chief Executive OfficerSale2,239$28.26$63.3KForm 4
Mar 9, 2023Gatling John A.President and COOSale1,512$28.26$42.7KForm 4

All 30 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Alps Advisors Inc29,254,074$1.1B5.2%−1,626,119
Goldman Sachs Group Inc8,389,537$315.4M0.0%+439,639
Invesco Ltd.7,535,978$283.4M0.0%+352,973
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.7,055,800$265.3M0.3%−10,630
Blackstone Inc.5,786,130$217.6M0.7%−1,983,395
Bank of New York Mellon Corp4,720,992$177.5M0.0%+968,990
Tortoise Capital Advisors, L.l.c.4,236,214$159.3M1.6%−230,725
Neuberger Berman Group LLC2,671,592$100.4M0.1%+695,678
TD Asset Management Inc1,984,203$74.6M0.1%−216,914
UBS Group AG1,974,398$74.2M0.0%+10,399
Epoch Investment Partners, Inc.1,945,456$73.1M0.4%−136,365
Jpmorgan Chase & Co1,906,588$71.2M0.0%+65,483
Two Sigma Investments, LP1,674,699$63.0M0.0%+1,469,793
Adage Capital Partners Gp, L.l.c.1,610,000$60.5M0.1%+535,000
Miller Howard Investments Inc /ny1,558,131$58.6M1.6%+66,232
Ci Investments Inc.1,285,671$48.3M0.2%−266,105
Fmr LLC1,206,735$45.4M0.0%−521,500
Westwood Holdings Group Inc1,170,092$44.0M0.3%−141,343
Morgan Stanley1,167,570$43.9M0.0%−553,321
Fractal Investments LLC1,160,420$43.6M5.0%−24,800
Lazard Asset Management LLC1,110,853$41.8M0.1%+41,609
Zimmer Partners, LP997,643$37.5M0.9%+697,843
American Century Companies Inc961,849$36.2M0.0%+155,354
Clearbridge Investments, LLC956,243$36.0M0.0%−751,142
BlackRock, Inc.887,083$33.4M0.0%−4,882

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Hess Midstream LP is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARHess Midstream LP1
  • CIK0001789832
  • Employer ID (EIN)84-321181264
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company64
  • Incorporated inDelaware64
  • Fiscal year endsDecember 311
  • Industry code (SIC)1311 Crude Petroleum & Natural Gas1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address1400 Smith Street, Houston, TX 770021
  • Phone832-854-10001
  • Shares outstanding128,350,881 as of Jul 31, 202610
  • Public float$5.0B as of Jun 30, 202564
  • AuditorPricewaterhouseCoopers LLP, Houston, Texas PCAOB ID 238; it also attests to the company’s internal control over financial reporting64
  • On EDGAR sinceOct 4, 20191
  • Filings420 in all: 4 (136), 8-K (66), SC 13D/A (37), 3 (28), 10-Q (20), 424B7 (18), SC 13G/A (17), SCHEDULE 13D/A (17)1
    All 28 form types

    425 (14), SCHEDULE 13G/A (13), SC 13G (10), 144 (9), 10-K (7), SCHEDULE 13G (4), CORRESP (3), SD (3), 424B5 (2), EFFECT (2), S-3ASR (2), S-4/A (2), SC 13D (2), UPLOAD (2), 424B3 (1), 8-K12B (1), S-3 (1), S-4 (1), S-8 (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Feb 25, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Latest 8-K (8-K) Oct 8, 2026

Securities registered for trading

ClassSymbolExchange
Class A shares representing limited partner interestsHESMNew York Stock Exchange

From the cover page of the 10-K filed Feb 25, 2026 (Section 12(b) of the Exchange Act).64

Risk factors and legal proceedings

The risks Hess Midstream LP names in Item 1A of its 10-K filed Feb 25, 2026: 44 risks under these headings, as written.64

  • Risks Related to Our Relationship with Chevron
  • Risks Related to Our Business and Industry
  • Regulatory, Legal and Environmental Risks
  • Risks Inherent in an Investment in Us
  • Chevron currently accounts for substantially all of our revenues. If Chevron changes its strategy or portfolio, or is unable for any reason, including financial or other limitations, to satisfy its obligations under our commercial agreements, our revenues would decline and our financial condition, results of operations, cash flows and ability to make distributions to our shareholders could be materially and adversely affected.
  • Chevron may suspend, reduce or terminate its obligations under our commercial agreements in certain circumstances, which could have a material adverse effect on our financial condition, results of operations, cash flows and ability to make distributions to our shareholders.
  • Because of the natural decline in production from existing wells in our areas of operation, our success depends, in part, on Chevron and other producers replacing declining production and also on our ability to secure new sources of natural gas and crude oil. Any decrease in the volumes of natural gas or crude oil that we handle could adversely affect our business and operating results.
  • We may not be able to significantly increase our third‑party revenues due to competition and other factors, which could limit our ability to grow and extend our dependence on Chevron.
  • The Merger may cause Chevron’s financial results to differ from Chevron’s expectations or the expectations of the investment community, Chevron may not achieve the anticipated benefits of the Merger, and the Merger may disrupt Chevron’s current plans or operations, any of which may adversely affect our business results and negatively affect the trading price of our Class A Shares.
  • Our industry is highly competitive and increased competitive pressure could adversely affect our business and operating results.
  • Seasonal weather conditions and other natural or human causes beyond our control may affect our facilities or the facilities of third parties on which we depend and could impact our business and our results of operations and financial condition.
  • Our success depends on activities in a limited geographic area.
The other 36 risks
  • Our operations are subject to inherent risks and operational hazards, some of which may result in business interruptions and shutdowns of our operations and damages for which we may not be fully covered by insurance. If a significant accident or event occurs that results in a business interruption or shut down for which we are not adequately insured, our operations and financial results could be materially and adversely affected.
  • Our exposure to direct commodity price risk may increase in the future.
  • We utilize contract operator services at certain of our assets, and we may face higher costs associated with terminal services in the future.
  • Restrictions in our credit facilities could adversely affect our business, financial condition, results of operations and the value of our Class A Shares.
  • We have a significant amount of consolidated indebtedness that may adversely affect our business, results of operations and ability to make quarterly distributions.
  • Restrictions in the terms of our consolidated indebtedness could adversely affect our business, financial condition, results of operations and ability to make quarterly cash distributions.
  • If we are unable to make acquisitions on economically acceptable terms from third parties, our future growth could be limited, and any acquisitions we may make may reduce, rather than increase, our cash flows and ability to make distributions to shareholders.
  • The completion of capital projects by us may not result in revenue increases and will be subject to regulatory, environmental, political, legal and economic risks, which could adversely affect our operations and financial condition.
  • Cyberattacks and events affecting our operational technology networks or other digital infrastructure used by us, Chevron or our other business partners could have a material adverse impact on the Company’s business and results of operations.
  • The Company is incorporating artificial intelligence technologies into its processes and these technologies may present business, compliance, and reputational risks.
  • Our assets and operations are subject to federal, state, and local laws and regulations relating to environmental protection and health and safety that could require us to make substantial expenditures.
  • We may incur significant costs and liabilities as a result of pipeline integrity management program testing and any related pipeline repair or preventative or remedial measures.
  • If our assets become subject to additional FERC regulation, or if federal, state or local regulations or policies change, or if we fail to comply with such regulations, our financial condition, results of operations and cash flows could be materially and adversely affected.
  • Evolving laws and regulations on crude oil, including stabilization and transportation, could have an effect on our financial performance.
  • Evolving environmental laws and regulations on hydraulic fracturing could have an effect on our financial performance.
  • Legislation, regulation, and other government actions and shifting customer and consumer preferences and other private efforts related to greenhouse gas (“GHG”) emissions and climate change could continue to increase our operational costs and reduce demand for our services, resulting in a material adverse effect on the Company’s results of operations and financial condition.
  • Attention to environmental, social, and governance (“ESG”) matters impacts us.
  • Ambitions and disclosures related to ESG matters subject us to numerous risks that may negatively impact our reputation and Class A share price or result in other material adverse impacts to the Company.
  • We may be unable to obtain or renew permits or approvals necessary for our operations, which could inhibit our ability to do business and adversely affect our financial performance.
  • In the future we may face increased obligations relating to our produced water facilities and may be required to provide an increased level of financial assurance to guarantee the appropriate closure activities occur for our produced water facilities.
  • We may not generate sufficient available cash to support the payment of the minimum quarterly distribution to our shareholders.
  • Our general partner and its affiliates, including our Sponsor, have conflicts of interest with us and limited fiduciary duties to us and our shareholders, and they may favor their own interests to our detriment and that of our shareholders. Additionally, we have no control over the business decisions and operations of our Sponsor, and our Sponsor is not under any obligation to adopt a business strategy that favors us.
  • Our partnership agreement requires that we distribute all of our available cash, which could limit our ability to grow and make acquisitions.
  • Our partnership agreement designates the Court of Chancery of the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by the Company’s shareholders, which would limit such shareholders’ ability to choose the judicial forum for disputes with us or our general partner’s directors, officers or other employees.
  • Our partnership agreement provides that our shareholders irrevocably waive the right to trial by jury in any claim, suit, action or proceeding under either state or federal laws, including any claim under U.S. federal securities laws, which could result in less favorable outcomes to our shareholders in any such action.
  • Affiliates of our general partner, including our Sponsor, may compete with us, and neither our general partner nor its affiliates have any obligation to present business opportunities to us.
  • Our partnership agreement replaces our general partner’s fiduciary duties to holders of the Company’s shares with contractual standards governing its duties.
  • Holders of our Class A Shares have very limited voting rights and, even if they are dissatisfied, they cannot currently remove our general partner without its consent.
  • Our general partner interest or the control of our general partner may be transferred to a third party without shareholder consent.
  • Our general partner has a limited call right that may require our shareholders to sell their Class A Shares at an undesirable time or price.
  • Our partnership agreement restricts the remedies available to shareholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.
  • The market price of Class A Shares may fluctuate significantly.
  • Our Sponsor may sell Class A Shares in the public or private markets, and such sales could have an adverse impact on the trading price of the Class A Shares.
  • We may issue an unlimited number of additional equity interests without shareholder approval, including equity interests with preferences senior to the Class A Shares, which would dilute shareholder interests.
  • The NYSE does not require a publicly traded limited partnership like us to comply with certain of its corporate governance requirements.
  • We are treated as a corporation for U.S. federal and state income tax purposes.

Legal proceedings

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not a party to any litigation or governmental or other proceeding that we believe will have a material adverse impact on our financial condition or results of operations. Pursuant to Item 103(c)(3)(iii) of Regulation S-K under the Exchange Act, we are required to disclose certain information about environmental proceedings to which a governmental authority is a party if we reasonably believe such proceedings may result in monetary sanctions, exclusive of interest and costs, above a stated threshold. We have elected to apply a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is required. See Note 11, Commitments and Contingencies for additional details.

The opening of Item 3, Legal Proceedings.64

Sources

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