During the years ended December 31, 2024, 2023 and 2022, our Sponsors sold the following aggregate number of our Class A shares representing limited partner interests (“Class A Shares”) in underwritten public offering transactions:


Public Offering Date	Number of Shares Offered		Overallotment Option(1)		Total Number of Shares Offered		Offering Price(2)
April 4, 2022		8,900,000		1,335,000		10,235,000	$	29.50
May 19, 2023		11,100,000		1,665,000		12,765,000	$	27.00
August 17, 2023(3)		10,000,000		1,500,000		11,500,000	$	28.80
February 8, 2024		10,000,000		1,500,000		11,500,000	$	32.83
May 31, 2024(3)		10,000,000		1,500,000		11,500,000	$	34.03
September 20, 2024		11,000,000		1,650,000		12,650,000	$	35.12

(1)

Overallotment options were exercised in full on the same date as the public offering date unless stated otherwise.

(2)

Offering price for the 2022 and 2023 transactions represents price to the public excluding underwriting discounts. Offering price for the 2024 transactions represents price to the underwriter.

(3)

The overallotment options for these transactions were exercised in full on August 22, 2023 and June 3, 2024, respectively.

Hess and GIP sold their Class A Shares 50/50 as part of the April 4, 2022, and May 19, 2023 transactions. For the remaining equity offering transactions listed above, GIP was the sole selling shareholder. GIP received net proceeds from the 2024 equity offering transactions of approximately $1.2 billion in total (2023: $662.2 million, 2022: $291.7 million in total for both Sponsors, after deducting underwriting discounts). The Company did not receive any proceeds in any of the equity offering transactions listed above. The above equity offering transactions were conducted pursuant to a registration rights agreement among us and the Sponsors. The Class A Shares sold in the offerings were obtained by the Sponsors by exchanging to us the respective number of their Class B Units in the Partnership, together with an equal number of our Class B Shares and, as a result, the total number of Class A and Class B Shares did not change. The Company retained control in the Partnership based on the delegation of control provisions, as described in Note 2, Summary of Significant Accounting Policies and Basis of Presentation. As a result of the equity offering transactions described above, we recognized an adjustment decreasing the carrying amount of the Class A shareholders’ capital balance by $8.6 million during the year ended December 31, 2024 and increasing the carrying amount of noncontrolling interest by an equal amount to reflect the change in ownership interest. During the year ended December 31, 2023 and December 31, 2022 we recognized adjustments increasing the carrying amount of the Class A shareholders’ capital balance by $17.8 million and $27.0 million, respectively, and decreasing the carrying amount of noncontrolling interest by an equal amount.

For the years ended December 31, 2024, 2023 and 2022, we had the following activity related to Class B unit repurchases (aggregate purchase price in millions):


Unit Repurchase Agreement Date	Closing Date	Number of Units Repurchased		Aggregate Purchase Price		Purchase Price Per Unit
March 29, 2022	April 4, 2022		13,559,322	$	400.0	$	29.50
March 27, 2023	March 30, 2023		3,619,254	$	100.0	$	27.63
June 26, 2023	June 29, 2023		3,350,084	$	100.0	$	29.85
September 19, 2023	September 22, 2023		3,301,420	$	100.0	$	30.29
November 13, 2023	November 16, 2023		3,370,407	$	100.0	$	29.67
March 11, 2024	March 14, 2024		2,816,901	$	100.0	$	35.50
June 24, 2024	June 26, 2024		2,724,052	$	100.0	$	36.71
September 9, 2024	September 11, 2024		2,823,262	$	100.0	$	35.42

The March 29, 2022, unit repurchase agreement between the Company, the Partnership and the Sponsors was subject to the secondary equity offering transaction described above. The aggregate number of Class B Units to be purchased by the Partnership from the Sponsors was determined by dividing (a) $400.0 million by (b) the public offering price of the Class A Shares set in the secondary equity offering described above. The repurchase transaction was funded using borrowings under the Partnership’s revolving credit facility, which were subsequently repaid with proceeds from an issuance by the Partnership of $400.0 million senior unsecured notes (see Note 7, Debt and Interest Expense).

For the 2023 and 2024 unit repurchase transactions, the purchase price per Class B Unit was set as the closing price of the Class A Shares on each respective unit repurchase agreement date. The 2023 and 2024 unit repurchase transactions were funded using borrowings under the Partnership’s existing revolving credit facility and cash on hand (see Note 7, Debt and Interest Expense).

Pursuant to the terms of the repurchase agreements described above, immediately following each purchase of the Class B Units from the Sponsors, the Partnership cancelled the repurchased units, and the Company cancelled, for no consideration, an equal number of Class B Shares representing limited partner interests in the Company held by the Company’s general partner.

The repurchase transactions were accounted for in accordance with ASC 810 whereby changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions. The carrying amounts of the noncontrolling interest were adjusted to reflect the changes in the ownership interest with the difference between the amounts of consideration paid and the amounts by which the noncontrolling interest were adjusted recognized as a reduction in equity attributable to Class A shareholders. Distributions to noncontrolling interest holders related to the 2024 repurchase transactions exceeded the noncontrolling interest’s carrying value resulting in a deficit balance as shown in the accompanying consolidated statement of changes in partners’ capital (deficit). We incurred approximately $2.4 million of costs directly attributable to the repurchase transactions (2023: $3.3 million, 2022: $1.5 million) that were charged to equity.

As a result of the equity offering transactions and the unit repurchase transactions described above, we also recognized an additional deferred tax asset of $329.8 million (2023: $185.1 million, 2022: $86.4 million) related to the change in the temporary difference between the carrying amount and the tax basis of our investment in the Partnership. The effect of recognizing the additional deferred tax asset was included in Class A shareholders’ equity balance in the accompanying consolidated statement of changes in partners’ capital (deficit) due to the transactions being characterized as transactions among or with shareholders.

See Note 8, Partners’ Capital and Distributions for the impact of the above equity transactions on the number of shares outstanding. See Note 14, Subsequent Events for description of the January 2025 unit repurchase transaction and February 2025 equity offering transaction.