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Related Party Transactions
12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions

We are part of the consolidated operations of Hess, and substantially all of our revenues as shown on the accompanying consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 were derived from transactions with Hess and its affiliates, although we plan to provide our services to third parties in the future. Hess also provides substantial operational and administrative services to us in support of our assets and operations. In addition, we had Class B unit repurchase transactions and distributions to the Sponsors, which are disclosed elsewhere in the Notes to consolidated financial statements.

Commercial Agreements

Effective January 1, 2014, we entered into i) gas gathering, ii) crude oil gathering, iii) gas processing and fractionation, iv) storage services, and v) terminal and export services fee‑based commercial agreements with certain subsidiaries of Hess. Effective January 1, 2019, in connection with the Hess Water Services Acquisition, we entered into long-term fee-based water services agreements with a subsidiary of Hess. For the services performed under these commercial agreements, we receive a fee per barrel of crude oil, barrel of water, Mcf of natural gas, or Mcf equivalent of NGLs, as applicable, delivered during each month, and Hess is obligated to provide us with minimum volumes of crude oil, water, natural gas and NGLs. MVCs are equal to 80% of Hess' nominations in each development plan that apply on a three-year rolling basis such that MVCs are set for the three years following the most recent nomination. Without our consent, the MVCs resulting from the nominated volumes for any quarter or year contained in any prior development plan cannot be reduced by any updated development plan unless dedicated production is released by us. The applicable MVCs may, however, be increased as a result of the nominations contained in any such updated development plan.

Except for the water services agreements and except for a certain gathering sub-system as described below, each of our commercial agreements with Hess has an initial 10-year term effective January 1, 2014 (“Initial Term”). For this gathering sub-system, the Initial Term is 15 years effective January 1, 2014 and for the water services agreements the Initial Term is 14 years effective January 1, 2019. Each of our commercial agreements other than our storage services agreement includes an inflation escalator and a fee recalculation mechanism that allows fees to be adjusted annually during the Initial Term for updated estimates of cumulative throughput volumes and our capital and operating expenditures in order to target a return on capital deployed over the Initial Term of the applicable commercial agreement (or, with respect to the crude oil services fee under our terminal and export services agreement, the 20-year period commencing on the effective date of the agreement).

We have the unilateral right, exercisable by the delivery of a written notice on or before the date that is three years prior to the expiration of the Initial Term, to extend each commercial agreement for one additional 10-year term (“Secondary Term”). For a certain gathering sub-system, the Secondary Term is 5-years and for the water services agreements the Secondary Term is 10 years. On December 30, 2020, we exercised our renewal options to extend the terms of certain crude oil gathering, terminaling, storage, gas processing and gas gathering commercial agreements with Hess for the Secondary Term through December 31, 2033. There were no changes to any provisions of the existing commercial agreements as a result of the exercise of the renewal options. For the remaining water gathering and disposal agreements as well as the remaining gas gathering agreement, we have the sole option to renew these agreements for an additional term that is exercisable at a later date.

During the Secondary Term of each of our commercial agreements other than our storage services agreement and terminal and export services agreement (with respect to crude oil terminaling services), the fee recalculation model under each applicable agreement will be replaced by an inflation-based fee structure. The initial fee for the first year of the Secondary Term will be determined based on the average fees paid by Hess under the applicable agreement during the last three years of the Initial Term (with such fees adjusted for inflation through the first year of the Secondary Term). For each year following the first year of the Secondary Term, the applicable fee will be adjusted annually based on the percentage change in the consumer price index, provided that we may not increase any fee by more than 3% in any calendar year solely by reason of an increase in the consumer price index, and no fee will ever be reduced below the amount of the applicable fee payable by Hess in the prior year as a result of a decrease in the consumer price index. During the Secondary Term of our commercial agreements, Hess will continue to have MVCs equal to 80% of Hess' nominations in each development plan that apply on a three-year rolling basis through the Secondary Term.

For the years ended December 31, 2022, 2021 and 2020, approximately 100% of our revenues were attributable to our fee‑based commercial agreements with Hess, including revenues from third‑party volumes contracted with Hess and delivered to us under these agreements. Together with Hess, we are pursuing strategic relationships with third-party producers and other midstream companies with operations in the Bakken in order to maximize our utilization rates.

Revenues from contracts with customers on a disaggregated basis were as follows:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

(in millions)

 

 

 

 

 

 

 

 

 

Oil and gas gathering services

 

$

600.8

 

 

$

540.4

 

 

$

469.3

 

Processing and storage services

 

 

470.8

 

 

 

435.7

 

 

 

370.3

 

Terminaling and export services

 

 

124.5

 

 

 

137.5

 

 

 

159.4

 

Water gathering and disposal services

 

 

77.1

 

 

 

90.2

 

 

 

92.6

 

Total revenues from contracts with customers

 

$

1,273.2

 

 

$

1,203.8

 

 

$

1,091.6

 

Other income

 

 

2.0

 

 

 

-

 

 

 

0.3

 

Total revenues

 

$

1,275.2

 

 

$

1,203.8

 

 

$

1,091.9

 

 

The following table presents MVC shortfall fees earned during each period:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

(in millions)

 

 

 

 

 

 

 

 

 

Oil and gas gathering services

 

$

93.0

 

 

$

43.0

 

 

$

12.5

 

Processing and storage services

 

 

34.9

 

 

 

4.4

 

 

 

-

 

Terminaling and export services

 

 

32.0

 

 

 

32.8

 

 

 

4.8

 

Water gathering and disposal services

 

 

0.4

 

 

 

6.8

 

 

 

1.4

 

Total

 

$

160.3

 

 

$

87.0

 

 

$

18.7

 

 

The following table presents third-party pass-through costs for which we recognize revenues in an amount equal to the costs. These third-party costs are included in Operating and maintenance expenses in the accompanying consolidated statements of operations.

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

(in millions)

 

 

 

 

 

 

 

 

 

Electricity and other related fees

 

$

44.8

 

 

$

50.3

 

 

$

40.0

 

Produced water trucking and disposal costs

 

 

33.1

 

 

 

37.0

 

 

 

55.9

 

Rail transportation costs

 

 

3.5

 

 

 

0.1

 

 

 

50.7

 

Total

 

$

81.4

 

 

$

87.4

 

 

$

146.6

 

 

Omnibus and Employee Secondment Agreements

We entered into an omnibus agreement with Hess under which we pay Hess on a monthly basis an amount equal to the total allocable costs of Hess’ employees and contractors, subcontractors or other outside personnel engaged by Hess and its subsidiaries to the extent such employees and outside personnel perform operational and administrative services for us in support of our assets, plus a specified percentage markup of such amount depending on the type of service provided, as well as an allocable share of direct costs of providing these services.

We also entered into an employee secondment agreement with Hess under which certain employees of Hess are seconded to our general partner to provide services with respect to our assets and operations, including executive oversight, business and corporate development, unitholder and investor relations, communications and public relations, routine and emergency maintenance and repair services, routine operational services, routine administrative services, construction services, and such other operational, commercial and business services that are necessary to develop and execute the Company’s business strategy. On a monthly basis, we pay a secondment fee to Hess 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 Company’s assets and operations.

For the years ended December 31, 2022, 2021 and 2020, we had the following charges from Hess. The classification of these charges between operating and maintenance expenses and general and administrative expenses is based on the fundamental nature of the services being performed for our operations.

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

(in millions)

 

 

 

 

 

 

 

 

 

Operating and maintenance expenses

 

$

71.2

 

 

$

63.6

 

 

$

62.8

 

General and administrative expenses

 

 

15.9

 

 

 

15.4

 

 

 

15.1

 

Total

 

$

87.1

 

 

$

79.0

 

 

$

77.9

 

 

LM4 Agreements

Separately from our commercial agreements with Hess, effective January 24, 2018, we entered into a gas processing agreement with LM4, a 50/50 joint venture with Targa, under which we deliver natural gas to LM4, and LM4 processes and redelivers certain volumes of residue gas and NGLs resulting from such processing services. The agreement has a 16-year initial term, after which it is automatically renewed for subsequent one-year terms unless terminated by either party. Under this agreement, we pay a processing fee per Mcf of natural gas and reimburse LM4 for our proportionate share of electricity costs. These processing fees are included in Operating and maintenance expenses in the accompanying consolidated statements of operations.

We are entitled to 50% of the available processing capacity of the LM4 gas processing plant. Should Targa not use all of the remaining processing capacity at the plant on any day, such unutilized portion of the available capacity will be available for our use. Regardless of the actual portion of the plant available capacity utilized by each joint venture member during a given period, under the LM4 amended and restated limited liability company agreement, profits and losses and cash distributions of the LM4 joint venture are allocated 50/50 between Targa and us. LM4 was placed in service in the third quarter of 2019.

For the years ended December 31, 2022, 2021 and 2020, we had the following activity related to our agreements with LM4:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

(in millions)

 

 

 

 

 

 

 

 

 

Processing fee incurred

 

$

20.5

 

 

$

27.7

 

 

$

25.6

 

Earnings from equity investments

 

$

5.3

 

 

$

10.6

 

 

$

10.3

 

Distributions received from equity investments

 

$

13.0

 

 

$

17.4

 

 

$

9.7