
Hess Midstream will book what Chevron hands over as revenue through 2045
Chevron is handing Hess Midstream its 38% stake and Colorado pipelines for lower Bakken fees and $200 million, both companies said Oct. 6. By KeyVex's math, Hess Midstream's free cash flow per share holds about flat.
KeyVex News··6 min readFact-checked against 7 public records
KeyVex News··6 min readFact-checked against 7 public records
HESM$34.00▲ 2.9%Close, Oct. 8. Prices from Tiingo.The short versionTap to readTap to close
- Chevron owns part of Hess Midstream and pays it to move Bakken oil and gas. It is trading its stake for lower fees, which it expects to cut its cost per unit about half.
- That price shows up as a loss. Chevron expects $3 billion to $4 billion after tax at closing, because, it says, it can't count the future savings as an asset.
- Hess Midstream says the deal is expected to add to adjusted EBITDA, a profit measure, per share. Its 2027 forecast includes revenue booked from the value of what Chevron hands over.
- Free cash flow, the cash the company says funds its payouts, comes to about $4.47 a share this year and $4.50 in 2027, by KeyVex's math. Its quarterly payout is to stay flat in 2027.
- The companies expect to close by year-end. If they haven't by Oct. 6, 2027, either side can end the deal, with six more months for pending regulatory approvals.
The deal: Chevron is giving up its whole stake in Hess Midstream, the company that gathers and processes its oil and gas in North Dakota's Bakken, both companies said on Oct. 6.8-K8-K In return, Hess Midstream will charge Chevron lower Bakken fees from 2027 through 2033, extend its oil and gas contracts to 2045 and pay it $200 million in cash, plus the Colorado business's working capital at closing.8-K8-K Chevron also hands over its gathering pipelines in Colorado's DJ Basin.8-K
The stock: Chevron filed its announcement with the SEC at 5:16 p.m. Eastern, after the market closed.8-K The next day, Oct. 7, Hess Midstream fell 14.6% to $33.03, its lowest close since Nov. 25, 2025.Chart data Writing for Investing.com, Luke Juricic tied the drop to the restructuring and the lower 2027 outlook.Investing.com Chevron's stock slipped 1.2% that day.CVX
Why it matters: Chevron's 78.3 million shares and units were worth about $3.0 billion at the Oct. 6 close, by KeyVex's math.13D/AChart data Chevron expects to book a $3 billion to $4 billion loss on the deal.8-K Hess Midstream's chief executive says it is expected to add to adjusted EBITDA, a profit measure, per share.8-K But its 2027 forecast includes revenue it will book through 2045 from the value of what Chevron hands over, and its free cash flow per share stays about flat, by KeyVex's math.8-KData
Hess Midstream's stock and the story's key datesDaily close, July 1, 2025 to Oct. 8, 2026 ▼ 10.4%Show chartHide chart
What Chevron gets, and what it books
Chevron says the new contracts are expected to cut its Bakken midstream costs per unit by about half and add about 0.5 percentage point to its return on capital employed.8-K It will also take about $3.7 billion of Hess Midstream's debt off its own balance sheet, since it will no longer count Hess Midstream's results and debt as its own.8-K
The loss is a one-time, after-tax charge, expected when the deal closes.8-K The reason, in Chevron's release: it "is unable to recognize future Bakken midstream cost savings as an asset."8-K
The contracts are built around less drilling. Hess Midstream said Chevron is expected to cut its Bakken rigs from three to two in December 2026. Hess Midstream expects its own Bakken volumes to fall about 5% in 2027, then level off.8-K The new contracts set a minimum revenue commitment from Chevron of 80% of what Hess Midstream expects to earn from it in the Bakken through 2033. The minimums for 2027 to 2029 are set on a two-rig program.8-K
It lowers our Bakken cost structure while positioning Hess Midstream to advance as an independent company.
What Hess Midstream gets
It gets its own shares back and cancels them: 449,000 Class A shares and 77.8 million Class B units of its operating partnership.8-K Chevron's 13D/A, an amended filing large holders make when their stake or their plans for it change, puts that at 38% of the company.13D/A With about 206 million shares and units outstanding at midyear, the count drops to about 128 million, by KeyVex's math.10-QData
It also gets the Colorado assets, including about 400,000 barrels a day of oil gathering capacity and 300 million cubic feet a day of gas gathering. It also gets 20% of the 600-mile Saddlehorn crude pipeline to Cushing, Okla.8-K And it gets its own board. Chevron's four directors leave at closing, shareholders begin electing directors in 2028, one class of the board a year, and the company takes a new name.8-K8-K
The math per share
Hess Midstream now expects adjusted EBITDA, a profit measure before interest, taxes and depreciation, of $1.225 billion to $1.25 billion this year and $850 million to $950 million in 2027, after the deal.8-K The 2026 range had topped out at $1.275 billion in August.8-K At the midpoints, that is about 27% lower, while the share count falls about 38%.Data
Chief executive Jonathan Stein said the deal "is expected to be accretive on an Adjusted EBITDA per share basis."8-K By KeyVex's math, comparing this year's guidance with next year's, that measure rises from about $6.00 a share to about $7.04. Part of that 2027 figure is revenue tied to what Chevron hands over, a footnote in the release says:Data
The value of the DJ Basin assets and shares transferred will be added to a contract liability associated with the Bakken commercial agreements. The aggregate contract liability balance will be recognized to revenue through 2045. Our 2027 Adjusted EBITDA guidance includes an estimate of the incremental revenue associated with this contract liability.
In other words, the value of what Chevron hands over is counted as revenue a little at a time through 2045.8-K Free cash flow is the other measure. After closing, Hess Midstream will subtract changes in deferred revenue from it, to "better reflect" the deal's effect on cash for payouts, it said.8-K It expects $910 million to $935 million this year and $525 million to $625 million in 2027.8-K Per share, that is about $4.47 and about $4.50, by KeyVex's math.Data
Sources: Hess Midstream release of Oct. 6, 2026 (guidance); Form 10-Q for the quarter ended June 30, 2026 (shares). 2027 assumes the deal closes by year-end 2026 and no other change in the share count.
Hess Midstream raised its quarterly distribution to $0.7888 a share for the second quarter.8-K It now plans to keep 2027 distributions at the fourth-quarter 2026 level, and expects adjusted free cash flow to fully fund them.8-K For 2027, it expects free cash flow after distributions to be positive, with leverage, its debt measured against adjusted EBITDA, of 3.75 to 4.0 times.8-K
Two readings
Juricic wrote that the deal's "financial trade-off immediately weighed on investor sentiment," pointing to revised projections of weaker cash flow.Investing.com
Matt DiLallo, writing for The Motley Fool, called it a "win-win deal" for both companies' shareholders over the long term. He noted that the deal will reduce Hess Midstream's earnings and cash flow in the near term. DiLallo has positions in Chevron, and The Motley Fool holds and recommends Chevron, the article discloses.Motley Fool
The deal still needs federal antitrust clearance. The companies expect to close by year-end 2026.8-K8-K If it has not closed by Oct. 6, 2027, either side can end it, with six more months if certain regulatory approvals are still pending.8-K
Also in the filings
Chevron's 13D/A also reports that John B. Hess, a Chevron director, bought 457,596 Hess Midstream Class A shares on Oct. 7 at $33.0612 each, about $15.1 million. The filing does not say why.13D/A
What to watch
Chevron is expected to go from three Bakken rigs to two, Hess Midstream said.
The deal is expected to close; Hess Midstream will issue updated 2027 guidance after it does.
Either side can end the agreement if it has not closed, with an automatic six-month extension for pending regulatory approvals.
Shareholders begin electing directors, one class of the board at a time, at the annual meeting in the second quarter.
The paper trail
Selected Hess Midstream and Chevron filings from Aug. 3 through Oct. 8, 2026, with the time EDGAR accepted each one.
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Aug. 3, 8:00 a.m. | 8-K | Hess Midstream | Second-quarter results: payout raised to $0.7888 a share; 2026 guidance reaffirmed; about $1 billion of free cash flow after distributions expected through 2028. |
| Aug. 6, 4:15 p.m. | 10-Q | Hess Midstream | 128,350,881 Class A shares outstanding July 31; 77,827,485 Class B shares at June 30. |
| Oct. 6, 5:16 p.m. | 8-K | Chevron | The deal; a one-time after-tax loss of about $3 billion to $4 billion expected at closing. |
| Oct. 8, 5:06 p.m. | 8-K | Hess Midstream | The purchase agreement, the new Bakken contracts, governance changes, the chief executive's offer letter and the Oct. 6 release. |
| Oct. 8, 5:30 p.m. | 13D/A | Chevron | Amendment No. 27: 78,276,485 Class A shares beneficially owned, 38%, and the purchase agreement. |
Sources
11 sources, 7 of them public records
Public records
- Hess Midstream LP, Form 8-K: Purchase and Sale Agreement with Chevron subsidiariesSEC EDGAR · Oct. 8, 2026
- Hess Midstream LP, Form 8-K, Exhibit 99.1: "Hess Midstream LP Announces Transformative Transaction"SEC EDGAR · Oct. 6, 2026 (filed Oct. 8)
- Chevron Corp., Schedule 13D Amendment No. 27 on Hess Midstream LPSEC EDGAR · Oct. 8, 2026
- Chevron Corp., Form 8-K, Items 7.01 and 8.01SEC EDGAR · Oct. 6, 2026
- Chevron Corp., Form 8-K, Exhibit 99.1: "Chevron to Divest its Ownership Interests in Hess Midstream and DJ Basin Crude Midstream Assets"SEC EDGAR · Oct. 6, 2026
- Hess Midstream LP, Form 8-K, Exhibit 99.1: second-quarter 2026 resultsSEC EDGAR · Aug. 3, 2026
- Hess Midstream LP, Form 10-Q for the quarter ended June 30, 2026SEC EDGAR · Aug. 6, 2026
Reporting
- "Hess Midstream stock drops on Chevron restructuring and lower 2027 outlook" (as syndicated)Investing.com via Yahoo Finance · Oct. 7, 2026
- "Chevron Is Offloading Hess Midstream and Taking a $3 Billion to $4 Billion Hit. Here's What It Means for CVX Stock."The Motley Fool · Oct. 7, 2026
Data
- End-of-day prices for HESM and CVX, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 8, 2026
- The chart's Filings layer: KeyVex's Congress trade, insider trade, Form 144, 8-K and lobbying records for HESMKeyVex · through Oct. 8, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to Hess Midstream's close at the start of the range shown. "Lowest close since Nov. 25, 2025" compares the Oct. 7, 2026 close of $33.03 with every as-traded close in the chart's data; the last close at or below it was $32.71 on Nov. 25, 2025. Daily moves are close to close: $38.69 to $33.03 for Hess Midstream on Oct. 7 (down 14.6%), and $207.58 to $205.15 for Chevron (down 1.2%). The Filings switch shows the filing markers from KeyVex's Hess Midstream stock page, a selection of congressional trades, insider trades, Form 144 notices, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
- The stake's value is KeyVex's math: 78,276,485 shares and units (449,000 Class A shares plus 77,827,485 Class B units, as Chevron's 13D/A reports) times the Oct. 6 close of $38.69, about $3.03 billion. Chevron is not selling the stake for cash; the figure only sizes it.
- Share counts are KeyVex's math from the Form 10-Q: 128,350,881 Class A shares outstanding at July 31, 2026, plus 77,827,485 Class B shares at June 30, 2026, gives 206,178,366. Cancelling Chevron's 449,000 Class A shares and 77,827,485 Class B units leaves 127,901,881, about 38% fewer. The 2027 figure assumes no other buybacks or issuance.
- Per-share figures divide the midpoint of each guidance range by those counts: adjusted EBITDA of $1,237.5 million (2026) and $900 million (2027); adjusted free cash flow of $922.5 million and $575 million. Adjusted EBITDA and adjusted free cash flow are Hess Midstream's own non-GAAP measures. The 2027 free cash flow guidance uses the company's new definition, which subtracts changes in deferred revenue; the 2026 guidance uses the old one. Hess Midstream said the change's effect on prior periods is not material.





