This entry is sourced from Hess Midstream's Exhibit 99.1 press release filed as part of an 8-K on October 6, 2026. The terms of the proposed transaction have been unanimously approved by the Hess Midstream board and by a conflicts committee of the board consisting entirely of independent directors, which engaged legal advisors and an independent financial advisor to render a fairness opinion. The transaction has not yet closed; it is expected to close by year-end 2026, subject to customary closing conditions.
Evercore is acting as financial advisor to the conflicts committee of the Hess Midstream board, and BofA Securities is acting as financial advisor to Chevron. No financial advisor is separately named for Hess Midstream as a corporate entity outside of the conflicts committee's advisor.
Gibson, Dunn & Crutcher LLP is acting as legal advisor to the conflicts committee, and Latham & Watkins LLP is acting as legal advisor to Chevron.
Under the disclosed terms, Hess Midstream will pay Chevron $200 million in cash, and Chevron will contribute to Hess Midstream 100% of its consolidated ownership interests, including 77,827,485 Class B units of Hess Midstream Operations LP and 449,000 Class A shares of Hess Midstream, all of which will be canceled. Chevron will also contribute its ownership interests in the general partner. Hess Midstream and Chevron will separately amend their existing Bakken commercial agreements, reducing crude oil and gas gathering and processing tariffs payable by Chevron while extending those agreements from 2033 through 2045. Hess Midstream does not expect to pay any material taxes associated with the transaction, and all Chevron-affiliated board members will depart, with shareholders gaining the right to elect board members beginning in 2028.
The release does not disclose an aggregate enterprise or equity value assigned to the DJ Basin assets or to Chevron's contributed Hess Midstream and general partner interests; the only explicit cash figure is the $200 million payment from Hess Midstream to Chevron. No termination fee, regulatory approval requirements, or fee arrangements for the named advisors are disclosed in this release.