Hess Midstream (HESM) M&A announcement summary

Deal rationale and strategic fit

• Chevron’s DJ Basin assets and full ownership interest, including the general partner, expand Bakken operations into an independent multi-basin platform; Chevron remains an anchor customer.

• The expanded footprint and pipeline connectivity are expected to lift third-party volumes to ~20% and support pursuit of additional business.

Financial terms and conditions

• At closing, $200 million cash is payable to Chevron, expected to be funded from a revolver; Chevron’s contributed ownership interests will be cancelled.

• Cancellation is expected to reduce outstanding shares by nearly 40% and support Adjusted EBITDA-per-share accretion.

• Bakken rates decline in 2027–2033 as contracts extend through 2045; an 80% MRC applies through 2033, while DJ fees are fixed with inflation escalators.

• 2027 guidance: Adjusted EBITDA $850 million–$950 million, Adjusted Free Cash Flow $525 million–$625 million and capital expenditures ~$125 million.

• 2027 Adjusted Free Cash Flow after distributions is $110 million–$210 million; leverage is expected at 3.75x–4.0x, with a long-term target of 3.5x–3.75x.

Synergies and expected cost savings

• Expanded scale and efficiencies are expected to support competition for third-party business; low ongoing capital needs are expected to support free cash flow conversion.

• Gross Adjusted EBITDA margin is expected to be ~75%, with low ongoing capital requirements following substantial investment in both basins.