Hess Midstream Partners LP (NYSE:HES) Files An 8-K Entry into a Material Definitive Agreement

Hess Midstream Partners LP (NYSE:HES) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On April4, 2017, Hess Midstream Partners LP (the Partnership)
entered into an Underwriting Agreement (the Underwriting
Agreement), by and among the Partnership, Hess Midstream Partners
GP LP, the general partner of the Partnership (the General
Partner), Hess Midstream Partners GP LLC, the general partner of
the General Partner (MLP GP LLC), Hess Infrastructure Partners LP
(HIP and, together with the Partnership, the General Partner and
MLP GP LLC, the Partnership Parties) and Goldman, Sachs Co. and
Morgan Stanley Co. LLC, as representatives of the several
underwriters named therein (the Underwriters), providing for the
offer and sale by the Partnership (the Offering), and the
purchase by the Underwriters, of 14,780,000 common units (the
Firm Units) representing limited partner interests in the
Partnership (Common Units) at a price to the public of $23.00 per
Common Unit ($21.62 per Common Unit, net of underwriting
discounts). to the Underwriting Agreement, the Partnership also
granted the Underwriters an option for a period of 30 days (the
Option) to purchase up to an additional 2,217,000 Common Units
(the Option Units) on the same terms. On April5, 2017, the
Underwriters exercised the Option in full.

The material terms of the Offering are described in the
prospectus, dated April4, 2017 (the Prospectus), filed by the
Partnership with the United States Securities and Exchange
Commission (the Commission) on April6, 2017, to
Rule424(b)(4)under the Securities Act of 1933, as amended (the
Securities Act). The Offering is registered with the Commission
to a Registration Statement on FormS-1, as amended (File
No.333-198896), initially filed by the Partnership on
September24, 2014.

The Underwriting Agreement contains customary representations,
warranties and agreements of the parties, and customary
conditions to closing, obligations of the parties and termination
provisions. The Partnership Parties have agreed to indemnify the
Underwriters against certain liabilities, including liabilities
under the Securities Act, and to contribute to payments the
Underwriters may be required to make in respect of those
liabilities.

The Offering closed on April10, 2017. The Partnership received
proceeds (net of underwriting discounts and structuring fees but
before offering expenses) from the Offering of approximately
$365.5 million. As described in the Prospectus, the Partnership
will use the net proceeds from the sale of the Firm Units and the
Option Units (i)to make a distribution to Hess Investments North
Dakota LLC (HINDL), a subsidiary of Hess Corporation (Hess), and
GIP II Blue Holding Partnership, L.P., an entity managed by
Global Infrastructure Management (GIP and, together with HINDL,
the Sponsors), in whole or in part as reimbursement for
preformation capital expenditures; (ii)to pay revolving credit
facility origination fees; and (iii)for general partnership
purposes, including to fund expansion capital expenditures and
the Partnerships working capital needs.

As more fully described under the caption Underwriting in the
Prospectus, certain of the Underwriters may from time to time in
the future provide investment banking and financial advisory and
other financial services in the ordinary course of their business
for the Partnership and its affiliates for which they may receive
customary fees and expenses.

The foregoing description is qualified in its entirety by
reference to the full text of the Underwriting Agreement, which
is filed as Exhibit1.1 to this Current Report on Form8-K and is
incorporated in this Item1.01 by reference.

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Contribution, Conveyance and Assumption
Agreement

The description of the Contribution Agreement (as defined below)
provided below under Item2.01 is incorporated into this Item1.01
by reference. A copy of the Contribution Agreement is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

Omnibus Agreement

On April10, 2017, in connection with the closing of the Offering,
the Partnership entered into an Omnibus Agreement (the Omnibus
Agreement) with Hess, HIP, Hess Infrastructure Partners GP LLC
(HIP GP), Hess TGP GP LLC (HTGP GP), Hess TGP Operations LP (HTGP
Opco), Hess North Dakota Export Logistics GP LLC (Logistics GP),
Hess North Dakota Export Logistics Operations LP (Logistics
Opco), Hess North Dakota Pipelines Operations LP (Gathering
Opco), Hess North Dakota Pipelines GP LLC (Gathering GP), the
General Partner and MLP GP LLC that addresses the following
matters:

the Partnerships obligation to reimburse Hess for certain direct or allocated costs and expenses incurred by Hess in providing operational support and administrative services to the Partnership, including, but not limited to, the following:

the total allocable costs of Hesss employees and contractors, subcontractors or other outside personnel engaged by Hess and its subsidiaries to the extent such employees and outside personnel perform operational support and administrative services for the Partnerships benefit, plus a specified percentage markup of such amount depending on the type of service provided;

any expenses incurred or payments made by Hess or its subsidiaries on the Partnerships behalf that relate to insurance coverage with respect to the Partnerships assets or business;

all expenses and expenditures incurred by Hess and its subsidiaries on the Partnerships behalf as a result of the Partnership becoming and continuing as a publicly traded partnership; and

any other out-of-pocket costs and expenses incurred by Hess and its subsidiaries in providing the operational support and administrative services, as well as any other out-of-pocket costs and expenses incurred by Hess and its subsidiaries on the Partnerships behalf;

the Partnerships right of first offer, until the earlier to occur of the tenth anniversary of the closing of the Offering and the date that Hess and its affiliates cease to own at least a 15% ownership interest in the general partner of HIP, to acquire HIPs retained 80% economic interest and 49% voting interest in each of HTGP Opco, Logistics Opco and Gathering Opco;

HIPs obligation to indemnify the Partnership for certain matters, including certain pre-closing environmental, title and tax matters;

the Partnerships obligation to indemnify Hess, HIP and their subsidiaries for events and conditions associated with the operation of the Partnerships assets that occur after the closing of the Offering and for environmental liabilities to the extent Hess is not obligated to indemnify the Partnership for such liabilities; and

the granting of a license from Hess to the Partnership with respect to the use of certain Hess trademarks.

The Omnibus Agreement may be terminated by the written consent of
each of the parties or upon written notice by any party if Hess
and its affiliates cease to own at least a 15% ownership interest
in the general partner of HIP. The indemnification obligations
will survive any such termination in accordance with their terms.

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The foregoing description is qualified in its entirety by
reference to the Omnibus Agreement, which is filed as Exhibit
10.2 to this Current Report on Form 8-K and is incorporated
herein by reference.

Employee Secondment Agreement

On April10, 2017, the General Partner and MLP GP LLC entered into
an Employee Secondment Agreement (the Secondment Agreement) with
Hess and Hess Trading Corporation (HTC) to which certain
employees of Hess and HTC will be seconded to the General Partner
to provide services with respect to the Partnerships assets and
operations, including, among other things: (i)corporate functions
such as: executive oversight (including select positions
involving legal, tax and management of key controls and
processes); business and corporate development (including
treasurer, controller and corporate secretary functions);
unitholder and investor relations; communications and public
relations; (ii)maintenance functions such as day-to-day routine
and emergency supervision and related functions required in
connection with the maintenance and repair of the Partnerships
assets; obligations required by right-of-way agreements;
equipment inspection, surveillance, corrosion control and
monitoring; troubleshooting; implementing a preventative
maintenance program; record retention; and regulatory and safety
compliance; (iii)operating functions such as day-to-day routine
and emergency supervision of the operation of the Partnerships
assets; monitoring and control of processing and terminaling
facilities and pipelines; periodic performance testing;
scheduling and coordinating all outages and maintenance
shutdowns; obtaining and renewing operating licenses and permits;
and technical engineering support; (iv)administrative functions
such as preparation, filing and renewal of tariffs, permits and
permit updates; filings with the Federal Energy Regulatory
Commission; and product quality and assurance; (v)construction
functions such as construction, reconstruction, reconditioning,
overhaul and replacement of the Partnerships assets and related
facilities; and oversight, management, planning, design and
engineering functions necessary in connection with such
activities; and (vi)and such other operational, commercial and
business functions that are necessary to develop and execute the
Partnerships business strategy. During their period of secondment
to the General Partner, the seconded employees will work under
the management and supervision of MLP GP LLC, on behalf of the
General Partner.

In consideration of the services provided by Hess and HTC under
the Secondment Agreement, MLP GP LLC will pay Hess a secondment
fee, payable on a monthly basis, that is intended to cover and
reimburse Hess for the total costs actually incurred by Hess and
its affiliates in connection with employing the seconded
employees to the extent such total costs are attributable to the
provision of services with respect to the Partnerships assets and
operations. Hess will determine in good faith the percentage of
the costs that are attributable to the services provided by the
seconded employees based on Hesss then-current corporate transfer
pricing policies, as generally applied in a non-discriminatory
manner, or based on such other reasonable cost allocation
methodology as Hess shall determine. The Partnership will
reimburse MLP GP LLC for the cost of the secondment fee payable
by MLP GP LLC under the agreement.

The Secondment Agreement has an initial term of 10 years and may
be renewed by the General Partner for one additional 10-year
term. The General Partner may terminate the agreement or reduce
the level of services under the agreement at any time upon 30
days prior written notice to Hess. Either party may terminate the
agreement if Hess and its affiliates cease to own at least a 15%
ownership interest in the general partner of HIP, or if the other
party is in material default under the agreement and such party
fails to cure the material default within 15 days or if the other
party files for bankruptcy, makes an assignment for the benefit
of creditors, or otherwise becomes bankrupt.

Under the agreement, Hess will indemnify the Partnership, the
General Partner, MLP GP LLC and the Partnerships directors,
officers, employee and subsidiaries from any costs, expenses,
claims, losses or liabilities arising from the termination of
employment of any seconded employee by Hess without the prior
written consent of the General Partner, even though such costs,
expenses, claims, losses or liabilities may be caused by the
Partnerships negligence, except to the extent that such costs,
expenses, claims, losses or liabilities arise out of the
Partnerships sole negligence, gross negligence or willful
misconduct.

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The foregoing description is qualified in its entirety by
reference to the Secondment Agreement, which is filed as Exhibit
10.3 to this Current Report on Form 8-K and is incorporated
herein by reference.

Registration Rights Agreement

On April10, 2017, in connection with the closing of the Offering,
the Partnership entered into a registration rights agreement (the
Registration Rights Agreement) with the Sponsors to which the
Partnership will grant each of the Sponsors and certain of their
affiliates certain demand and piggyback registration rights.
Under the Registration Rights Agreement, each of the Sponsors and
certain of their affiliates will generally have the right,
subject to specified limitations, to require the Partnership to
file a registration statement for the public sale of Common Units
(including any Common Units received in connection with the
conversion of the Partnerships subordinated units (Subordinated
Units)) owned by such Sponsor. In addition, if the Partnership
sells any Common Units in a registered underwritten offering,
each of the Sponsors and certain of their affiliates will have
the right, subject to specified limitations, to include its
Common Units in that offering. In the Registration Rights
Agreement, the Partnership has agreed to indemnify the Sponsors
and certain of their affiliates, in the event that any such
person elects to dispose of their Common Units in an underwritten
offering, against certain liabilities, including liabilities
under the Securities Act, and to contribute to payments such
person may be required to make in respect of those liabilities.

The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the full text of the
Registration Rights Agreement, which is filed as Exhibit 4.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.

Long-Term Incentive Plan

In connection with the Offering, the board of directors of MLP GP
LLC (the Board) adopted the Hess Midstream Partners LP 2017
Long-Term Incentive Plan (the LTIP). Awards under the LTIP are
available for officers, directors and employees of MLP GP LLC or
its affiliates, and any consultants, affiliates of the MLP GP LLC
or other individuals who perform services for the Partnership.
The LTIP allows for the grant, from time to time at the at the
discretion of the plan administrator or any delegate thereof,
subject to applicable law, of unit awards, restricted units,
phantom units, unit options, unit appreciation rights,
distribution equivalent rights, profits interest units and other
unit-based awards. The LTIP limits the number of units that may
be delivered to vested awards to 3,000,000 Common Units, subject
to proportionate adjustment in the event of unit splits and
similar events. Common Units subject to awards that are
cancelled, forfeited, withheld to satisfy exercise prices or tax
withholding obligations or otherwise terminated without delivery
of the Common Units will be available for delivery to other
awards.

The LTIP will be administered by the Board or any committee
thereof that may be established for such purpose or to which the
Board or such committee may delegate such authority, subject to
applicable law. The plan administrator, at its discretion, may
terminate the LTIP at any time with respect to the Common Units
for which a grant has not previously been made. The plan
administrator also has the right to alter or amend the LTIP or
any part of it from time to time or to amend any outstanding
award made under the LTIP, provided that no change in any
outstanding award may be made that would materially impair the
vested rights of the participant without the consent of the
affected participant or result in taxation to the participant
under Section409A of the Internal Revenue Code of 1986, as
amended

The foregoing description is qualified in its entirety by
reference to the LTIP, which is filed as Exhibit 10.4 to this
Current Report on Form 8-K and is incorporated herein by
reference.

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Amended Opco Partnership Agreements

On April10, 2017, in connection with the closing of the Offering,
(i)HTGP Opco amended and restated its agreement of limited
partnership in the form of the Second Amended and Restated
Agreement of Limited Partnership of Hess TGP Operations LP (the
Amended HTGP Opco LPA); (ii)Logistics Opco amended and restated
its agreement of limited partnership in the form of the Second
Amended and Restated Agreement of Limited Partnership of Hess
North Dakota Export Logistics Operations LP (the Amended
Logistics Opco LPA); and (iii)Gathering Opco amended and restated
its agreement of limited partnership in the form of the Amended
and Restated Agreement of Limited Partnership of Hess North
Dakota Pipelines Operations LP (the Amended Gathering Opco LPA
and, together with the Amended HTGP Opco LPA and the Amended
Logistics Opco LPA, the Amended Opco Partnership Agreements). to
the Amended Opco Partnership Agreements, the Partnership, through
its ownership of the sole general partner interest of each of
HTGP Opco, Logistics Opco and Gathering Opco, owns a 51% voting
interest and a 20% economic interest in HTGP Opco, Logistics Opco
and Gathering Opco, and HIP, through its ownership of the sole
limited partner interest in each of HTGP Opco, Logistics Opco and
Gathering Opco, owns a 49% voting interest and a 80% economic
interest in HTGP Opco, Logistics Opco and Gathering Opco.

The Partnership will control the management of HTGP Opco,
Logistics Opco and Gathering Opco through the Partnerships
ownership of their general partners and will have the right to
appoint all of the officers of HTGP Opco, Logistics Opco and
Gathering Opco. The general partner of each of HTGP Opco,
Logistics Opco and Gathering Opco may not be removed as general
partner without the Partnerships consent. Certain actions of HTGP
Opco, Logistics Opco and Gathering Opco require the unanimous
approval of both the Partnership and HIP, including:

any reorganization, merger, consolidation or similar transaction or any sale or lease of all or substantially all of the assets of HTGP Opco, Logistics Opco or Gathering Opco;

the creation of any new class of partnership interests in HTGP Opco, Logistics Opco or Gathering Opco or the issuance of any additional partnership interests or any securities convertible into or exchangeable for any partnership interests in HTGP Opco, Logistics Opco or Gathering Opco;

the admission, through a transfer of partnership interests, or withdrawal of any person as a partner of HTGP Opco, Logistics Opco or Gathering Opco;

causing or permitting HTGP Opco, Logistics Opco or Gathering Opco to file an application for bankruptcy;

approving any modification, alteration or amendment to the amount, timing, frequency or method of calculation of distributions from HTGP Opco, Logistics Opco or Gathering Opco;

approving any distribution by HTGP Opco, Logistics Opco or Gathering Opco of any assets in kind or any distribution of any cash or property on a non-pro rata basis (other than distributions in respect of excess capital contributions) and determining the value of any in-kind property; and

the making or changing of certain tax elections of HTGP Opco, Logistics Opco or Gathering Opco.

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The general partner of each of HTGP Opco, Logistics Opco and
Gathering Opco may from time to time request that the partners of
HTGP Opco, Logistics Opco or Gathering Opco, as applicable, make
additional capital contributions. If any partner elects not to
make such an additional capital contribution, the other partners
may elect to make an excess capital contribution consisting of
its respective pro rata portion of the requested capital
contribution. If any partner makes such an excess capital
contribution, such partner will be entitled to receive a
preferred distribution in the amount of such excess capital
contribution, plus an agreed return based on LIBOR plus a
specified percentage, prior to the distribution of distributable
cash to the partners. Following the distribution of distributable
cash to the partners entitled to receive such a preferred return
on their excess capital contributions, HTGP Opco, Logistics Opco
or Gathering Opco, as applicable, will distribute all
distributable cash on a pro rata basis to the partners in
accordance with their respective economic interest. All
distributions will be made within 45 days following the end of
each quarter.

The foregoing description is qualified in its entirety by
reference to the Amended HTGP Opco LPA, the Amended Logistics
Opco LPA and the Amended Gathering Opco LPA, which are filed as
Exhibit 10.5, Exhibit 10.6 and Exhibit 10.7, respectively, to
this Current Report on Form 8-K and are incorporated herein by
reference.

Credit Agreement

As described in the Prospectus, on March15, 2017, the Partnership
entered into a four-year, $300.0 million senior secured credit
facility (the Credit Agreement) with JPMorgan Chase Bank, N.A.,
as administrative agent, and several other commercial lending
institutions, as lenders and letter of credit issuing banks. On
April10, 2017, in connection with the closing of the Offering,
all of the initial conditions to the availability of the lender
commitments under the Credit Agreement were satisfied.

The foregoing description is qualified in its entirety by
reference to the full text of the Credit Agreement, which is
filed as Exhibit 10.8 to this Current Report on Form 8-K and is
incorporated herein by reference.

Relationships

Each of Hess Midstream Holdings LLC (Midstream Holdings) and
HINDL is a direct or indirect subsidiary of Hess. HIP and HIP GP
are each a Delaware limited partnership owned 50% by each of Hess
and GIP. Each of the Partnership, the General Partner, MLP GP
LLC, HIP, HIP GP, Logistics Opco, Hess North Dakota Export
Logistics LLC (Logistics LLC), Logistics GP, Hess North Dakota
Export Logistics Holdings LLC (Logistics Holdings), HTGP Opco,
HTGP GP, Hess TGP Holdings LLC (HTGP Holdings), Hess Tioga Gas
Plant LLC (HTGP LLC), Gathering Opco, Gathering GP, Hess North
Dakota Pipelines Holdings LLC (Pipelines Holdings), Hess North
Dakota Pipelines LLC (Pipelines LLC), Hess Mentor Storage
Holdings LLC (Mentor Holdings) and Hess Mentor Storage LLC
(Mentor LLC) is a direct or indirect subsidiary of HIP. As a
result, certain individuals, including officers and directors of
Hess, GIP, HIP, HIP GP and the General Partner, serve as officers
and/or directors of more than one of such other entities. As
described in Item 2.01 below, the General Partner, as the general
partner of the Partnership, holds a 2% general partner interest
in the Partnership, and HINDL and GIP each hold 5,141,327 Common
Units and 13,639,827 Subordinated Units, which collectively
represent an approximate 67.5% limited partner interest in the
Partnership.

Item2.01. Completion of Acquisition or Disposition of
Assets.

Contribution, Conveyance and Assumption
Agreement

On April4, 2017, in connection with the Offering, the Partnership
entered into a Contribution, Conveyance and Assumption Agreement
(the Contribution Agreement) with the General Partner, MLP GP
LLC, Hess, HIP, HIP GP, HINDL, Hess Midstream Holdings LLC,
Logistics Opco, Logistics LLC, Logistics GP, Logistics Holdings,
HTGP Opco, HTGP GP, HTGP Holdings, HTGP LLC, Gathering Opco,
Gathering GP, Pipelines Holdings, Pipelines LLC, Mentor Holdings
and Mentor LLC, whereby, concurrently with the closing of the
Offering, the following transactions, among others, occurred:

HIP contributed to the General Partner, as a capital contribution, limited liability company interests in each of HTGP GP, Logistics GP, Gathering GP and Mentor Holdings (collectively, the Contributed Entities) with a value equal to 2% of the equity value of HTGP GP, Logistics GP, Gathering GP and Mentor Holdings, respectively;

the General Partner contributed to the Partnership, as a capital contribution, its limited liability company interests in each of the Contributed Entities in exchange for (a)an aggregate 2% general partner interest in the Partnership and (b)all the incentive distribution rights of the Partnership;

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HIP contributed to the Partnership, as a capital contribution, its remaining limited liability company interests in each of the Contributed Entities in exchange for the right to receive (i)10,282,654 Common Units (the Sponsor Common Units) and 27,279,654 Subordinated Units (the Sponsor Subordinated Units) and (ii)a cash distribution of approximately $365.5 million (before Offering-related transaction expenses) (the Sponsor Distribution); and

the Partnership distributed all of the Sponsor Common Units, Sponsor Subordinated Units and the Sponsor Distribution to HIP, and HIP distributed 50% of the Sponsor Common Units, 50% of the Sponsor Subordinated Units and 50% of the Sponsor Distribution to each of Hess and GIP.

These transfers and distributions were made in a series of steps
outlined in the Contribution Agreement. The foregoing description
of the Contribution Agreement and is qualified in its entirety by
reference to the full text of the Contribution Agreement, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated herein by reference.

Item3.02. Unregistered Sales of Equity
Securities.

The descriptions provided under Item5.03 and Item2.01 of the
issuances by the Partnership on (i)April7, 2017 in connection
with the Amended LPA (as defined below) and (ii)on April10, 2017
in connection with the consummation of the transactions
contemplated by the Contribution Agreement, respectively, are
incorporated into this Item3.02 by reference. The foregoing
transactions were undertaken in reliance upon the exemption from
the registration requirements of the Securities Act afforded by
Section4(a)(2) thereof. The Partnership believes that exemptions
other than the foregoing exemption may exist for these
transactions.

Each of the Subordinated Units granted under the Contribution
Agreement will convert into one Common Unit at the end of the
subordination period and then will participate pro rata with the
other Common Units in distributions of available cash. Unless
earlier terminated to the terms of the Partnership Agreement (as
defined below), the subordination period will extend until the
first business day of any quarter beginning after June30, 2020
that the Partnership meets the financial tests set forth in the
Partnership Agreement, but may end sooner if the Partnership
meets additional financial tests. The description of the
subordination period contained in the section entitled Provisions
of our Partnership Agreement Relating to Cash
DistributionsSubordinated Units and Subordination Period of the
Prospectus is incorporated herein by reference.

Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

New Directors

Effective April5, 2017, David W. Niemiec became a member of the
Board. Mr.Niemiec also became a member of the Boards Audit
Committee, and will serve as its chair. Mr.Niemiec does not have
any direct or indirect material interest in any transaction or
series of similar transactions contemplated by Item404(a) of
Regulation S-K.

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Mr.Niemiec will receive an annual compensation package, which
will initially consist of an annual retainer of $65,000, and an
additional $65,000 in annual equity-based compensation, which may
be granted in the form of phantom units with tandem distribution
equivalent rights under the LTIP. In addition, as the Chair of
the Audit Committee, Mr.Niemiec will receive an additional annual
cash retainer of $15,000.

Further, Mr.Niemiec will be indemnified for his actions
associated with being a director to the fullest extent permitted
under Delaware law and will be reimbursed for all expenses
incurred in attending to his duty as a director.

Long-Term Incentive Plan

The description of the LTIP provided above under Item1.01 is
incorporated into this Item5.02 by reference.

Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

Amended Certificate and First Amended and Restated
Agreement of Limited Partnership of the Partnership

On April7, 2017 (i)the General Partner filed an amended and
restated certificate of limited partnership of Hess Midstream
Partners LP (the Amended Certificate) to reflect the General
Partner as the sole general partner of the Partnership and
(ii)the General Partner and Midstream Holdings amended and
restated the agreement of limited partnership agreement of the
Partnership by entering into the First Amended and Restated
Agreement of Limited Partnership of Hess Midstream Partners LP
(the Amended LPA).

The foregoing descriptions of the Amended Certificate and the
Amended LPA are qualified in their entirety by reference to the
Amended Certificate and the Amended LPA, which are filed as
Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference.

Second Amended and Restated Agreement of Limited
Partnership of the Partnership

On April10, 2017, in connection with the closing of the Offering,
the Amended LPA was amended and restated in its entirety by the
Second Amended and Restated Agreement of Limited Partnership of
Hess Midstream Partners LP (the Partnership Agreement). A
description of the Second Amended and Restated Partnership
Agreement is contained in the Prospectus in the section entitled
Our Partnership Agreement and incorporated herein by reference.

The foregoing description is qualified in its entirety by
reference to the Partnership Agreement, which is filed as Exhibit
3.3 to this Current Report on Form 8-K and is incorporated herein
by reference.

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Item9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.				Description
1.1				Underwriting Agreement dated as of April4, 2017, by and among Hess Midstream Partners LP, Hess Midstream Partners GP LP, Hess Midstream Partners GP LLC, Hess Infrastructure Partners LP and Goldman, Sachs Co. and Morgan Stanley Co. LLC, as representatives of the several underwriters named therein
3.1				Amended and Restated Certificate of Limited Partnership of Hess Midstream Partners LP, dated April7, 2017
3.2				First Amended and Restated Agreement of Limited Partnership of Hess Midstream Partners LP, dated April7, 2017
3.3				Second Amended and Restated Agreement of Limited Partnership of Hess Midstream Partners LP, dated April10, 2017
4.1				Registration Rights Agreement, dated as of April10, 2017, by and among Hess Midstream Partners LP, Hess Midstream Partners GP LP, Hess Midstream Partners GP LLC, Hess Investments North Dakota LLC and GIP II Blue Holding Partnership, L.P.
10.1				Contribution, Conveyance and Assumption Agreement dated as of April4, 2017, by and among Hess Midstream Partners LP, Hess Midstream Partners GP LP, Hess Midstream Partners GP LLC, Hess Corporation, Hess Infrastructure Partners LP, Hess Infrastructure Partners GP LLC, Hess Investments North Dakota LLC, Hess Midstream Holdings LLC, Hess North Dakota Export Logistics Operations LP, Hess North Dakota Export Logistics LLC, Hess North Dakota Export Logistics GP LLC, Hess North Dakota Export Logistics Holdings LLC, Hess TGP Operations LP, Hess TGP GP LLC, Hess TGP Holdings LLC, Hess Tioga Gas Plant LLC, Hess North Dakota Pipelines Operations LP, Hess North Dakota Pipelines GP LLC, Hess North Dakota Pipelines Holdings LLC, Hess North Dakota Pipelines LLC, Hess Mentor Storage Holdings LLC and Hess Mentor Storage LLC
10.2				Omnibus Agreement, effective as of April10, 2017, by and among Hess Corporation, Hess Infrastructure Partners LP, Hess Infrastructure Partners GP LLC, Hess Midstream Partners LP, Hess TGP GP LLC, Hess TGP Operations LP, Hess North Dakota Export Logistics GP LLC, Hess North Dakota Export Logistics Operations LP, Hess North Dakota Pipelines Operations LP, Hess North Dakota Pipelines GP LLC, Hess Midstream Partners GP LP, and Hess Midstream Partners GP LLC
10.3				Employee Secondment Agreement, dated as of April10, 2017, by and among Hess Corporation, Hess Trading Corporation, Hess Midstream Partners GP LP, and Hess Midstream Partners GP LLC
10.4*				Hess Midstream Partners LP 2017 Long-Term Incentive Plan
10.5				Second Amended and Restated Agreement of Limited Partnership of Hess TGP Operations LP, dated April10, 2017
10.6				Second Amended and Restated Agreement of Limited Partnership of Hess North Dakota Export Logistics Operations LP, dated April10, 2017
10.7				Amended and Restated Limited Agreement of Limited Partnership of Hess North Dakota Pipelines Operations LP, dated April10, 2017
10.8				Credit Agreement, dated as of March15, 2017, among Hess Midstream Partners LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Citibank, N.A., Goldman Sachs Lending Partners LLC and Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank, National Association, as syndication agents, The Bank of Nova Scotia, ING Capital LLC and Sumitomo Mitsui Banking Corporation, as documentation agents, JPMorgan Chase Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Citigroup Global Markets Inc., Goldman Sachs Lending Partners LLC, Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, and the other commercial lending institutions party named therein

*	Compensatory plan or arrangement

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About Hess Midstream Partners LP (NYSE:HES)
Hess Corporation is an exploration and production company. The Company is engaged in exploration, development, production, transportation, purchase and sale of crude oil, natural gas liquids (NGL) and natural gas. The Company’s segments include Exploration and Production, and Bakken Midstream. Its Exploration and Production segment explores for, develops, produces, purchases and sells crude oil, NGLs and natural gas with production operations primarily in the United States, Denmark, Equatorial Guinea, the Malaysia/Thailand Joint Development Area (JDA), Malaysia and Norway. The Bakken Midstream segment provides fee-based services, including crude oil and natural gas gathering, processing of natural gas and the fractionation of NGLs, transportation of crude oil by rail car, terminaling and loading crude oil and NGLs, and the storage and terminaling of propane, primarily in the Bakken shale play of North Dakota. Hess Midstream Partners LP (NYSE:HES) Recent Trading Information
Hess Midstream Partners LP (NYSE:HES) closed its last trading session up +1.92 at 49.97 with 2,166,377 shares trading hands.