Hess Midstream Partners LP’s Acquisition Of Hess Infrastructure Partners LP

Baker Botts represented the financial advisor to the conflicts committee go Hess Midstream Partners LP.

Hess Midstream Partners LP (NYSE: HESM) accnounced the execution of a definitive agreement to acquire Hess Infrastructure Partners LP (“HIP”), including HIP’s 80% interest in HESM’s oil and gas midstream assets, HIP’s water services business and the economic general partner interest and incentive distribution rights (“IDRs”) in HESM. Total consideration for the assets is valued at approximately $6.2 billion. HESM will assume approximately $1.15 billion of existing HIP debt, issue approximately 230 million HESM units to the sponsors collectively and pay to the sponsors collectively cash consideration of approximately $550 million. In addition, HESM’s organizational structure will be converted into a taxable “Up-C” structure in which IDR payments to sponsors are eliminated. Following the transaction, public shareholders will own 6% of the consolidated entity and each sponsor will own 47% of the consolidated entity.

The proposed transaction has been unanimously approved by the HESM Board and by a conflicts committee of the HESM Board comprised of independent directors.

Goldman Sachs & Co. LLC and J.P. Morgan acted as financial advisors and Latham & Watkins LLP acted as legal advisor to HIP and its partners. Intrepid Partners, LLC acted as financial advisor and Gibson, Dunn & Crutcher LLP acted as legal advisor to the conflicts committee. Morgan Stanley & Co. LLC acted as financial advisor to Hess Corporation.

Baker Botts team was led by Josh Davidson (Picture) and Jennifer Gasser.

Involved fees earner: Joshua Davidson – Baker Botts; Jennifer Gasser – Baker Botts;

Law Firms: Baker Botts;

Clients: Morgan Stanley;