UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Hiland Holdings GP, LP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2009
Hiland Holdings GP, LP
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of
incorporation)
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001-33018
(Commission File Number)
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76-0828238
(IRS Employer
Identification No.)
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205 West Maple, Suite 1100
Enid, Oklahoma 73701
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code
(580) 242-6040
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement
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On October 27, 2009, Hiland Holdings GP, LP, a Delaware limited partnership (the
Partnership), announced that it had entered into Amendment No. 1, dated October 26, 2009, to the
Agreement and Plan of Merger (the Agreement), dated as of June 1, 2009, with HH GP Holding, LLC,
an Oklahoma limited liability company and an affiliate of Harold Hamm (Parent), HPGP MergerCo,
LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (Merger Sub and
together with Parent, the Parent Parties), and Hiland Partners GP Holdings, LLC, a Delaware limited
liability company and the general partner of the Partnership, under which Merger Sub will be merged
with and into the Partnership, with the Partnership continuing as the surviving entity (the
Merger).
Under the terms of the Amendment, the end date of the Agreement was extended from November 1,
2009 until November 6, 2009. The board of directors of the general partner of the Partnership, upon
the recommendation of its conflicts committee, amended the Agreement to allow the board of
directors and the conflicts committee additional time to consider, among other things, the recently
announced proposal by Harold Hamm to amend the Agreement to increase the merger consideration
payable thereunder to common unitholders of the Partnership from $2.40 to $3.20 per common unit and
to further extend the end date of the Agreement as necessary to consummate the Merger.
The Parent Parties obligation to effect the Merger is conditioned upon, among other things,
the simultaneous consummation of the merger contemplated in the Agreement and Plan of Merger (the
Hiland Partners Agreement) entered into by Parent, HLND MergerCo, LLC, a Delaware limited
liability company and a wholly-owned subsidiary of Parent (Hiland Partners Merger Sub), Hiland
Partners, LP, a Delaware limited partnership (Hiland Partners), and Hiland Partners GP, LLC, a
Delaware limited liability company and the general partner of Hiland Partners, under which Hiland
Partners Merger Sub will be merged with and into Hiland Partners, with Hiland Partners continuing
as the surviving entity (the Hiland Partners Merger). On October 27, 2009, Hiland Partners
announced that it had entered into Amendment No. 1 to the Hiland Partners Agreement (the Hiland
Partners Amendment) to extend the end date of the Hiland Partners Agreement from November 1, 2009
until November 6, 2009.
The foregoing summary of the Amendment, the Hiland Partners Amendment and the transactions
contemplated thereby does not purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the Amendment and the Hiland Partners Amendment, which
are attached as Exhibit 2.1 and Exhibit 2.2 hereto, and the Agreement and the Hiland Partners
Agreement, which are attached as Exhibit 2.1 and Exhibit 2.2 to the Partnerships Current Report on
Form 8-K filed with the Securities and Exchange Commission on June 1, 2009.
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Item 7.01.
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Regulation FD Disclosure
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On October 27, 2009, the Partnership and Hiland Partners issued a joint press release
announcing that they had entered into the Amendment and the Hiland Partners Amendment,
respectively, and that each of the Partnership and Hiland Partners had adjourned their respective
special meeting of unitholders scheduled for October 27, 2009 to November 3, 2009. A copy of the
press release is attached as Exhibit 99.1 hereto.
The statements included in this Current Report on Form 8-K regarding any transaction with
Harold Hamm and his affiliates, including statements about potential amendments to each of the
merger agreements and statements about the intentions Mr. Hamm expressed in his proposal letters,
are forward-looking statements. These statements involve risks and uncertainties, including, but
not limited to, actions by regulatory authorities, market conditions, the Hiland companies
financial results and performance, satisfaction of closing conditions, actions by any other bidder
and other factors detailed in risk factors and elsewhere in Hiland Partners and Hiland Holdings
Annual Reports on Form 10-K and other filings with the SEC. Should one or more of these risks or
uncertainties materialize (or the consequences of such a development worsen), or should underlying
assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected.
The Hiland companies disclaim any intention or obligation to update publicly or revise such
statements, whether as a result of new information, future events or otherwise.
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Item 9.01.
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Financial Statements and Exhibits.
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EXHIBIT NUMBER
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DESCRIPTION
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2.1
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Amendment No. 1, dated October 26, 2009, to the Agreement
and Plan of Merger, dated as of June 1, 2009, by and
between Hiland Holdings GP, LP, Hiland Partners GP
Holdings, LLC, HH GP Holding, LLC and HPGP MergerCo, LLC.
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2.2
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Amendment No. 1, dated October 26, 2009, to the Agreement
and Plan of Merger, dated as of June 1, 2009, by and
between Hiland Partners, LP, Hiland Partners GP, LLC, HH GP
Holding, LLC and HLND MergerCo, LLC.
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99.1
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Joint Press Release issued by Hiland Holdings GP, LP and
Hiland Partners, LP on October 27, 2009.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HILAND HOLDINGS GP, LP
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By:
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Hiland Partners GP Holdings, LLC,
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its General Partner
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By:
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/s/ Matthew S. Harrison
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Name:
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Matthew S. Harrison
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Title:
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Chief Financial Officer, Vice
President--Finance and Secretary
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October 27, 2009
Exhibit 2.1
EXECUTION VERSION
AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1, dated as of October 26, 2009 (this
Amendment
), to the
Agreement and Plan of Merger, dated as of June 1, 2009 (the
Merger Agreement
), is entered
into among HH GP Holding, LLC, an Oklahoma limited liability company (
Parent
), HPGP
MergerCo, LLC, a Delaware limited liability company and a subsidiary of Parent (
Merger
Sub
and, together with Parent, the
Parent Parties
), Hiland Partners GP Holdings,
LLC, a Delaware limited liability company and the general partner of Holdings (
Holdings
GP
), and Hiland Holdings GP, LP, a Delaware limited partnership (
Holdings
and,
together with Holdings GP, the
Holdings Parties
). Unless otherwise defined herein,
capitalized terms used in this Amendment shall have the respective meaning ascribed to such terms
in the Merger Agreement.
W I T N E S S E T H
:
WHEREAS, the parties hereto are parties to the Merger Agreement, pursuant to which, upon the
terms and subject to the conditions set forth therein, the parties intend to effect the Merger
whereby Merger Sub is to be merged with and into Holdings, with Holdings surviving that merger; and
WHEREAS, the parties hereto wish to amend Section 7.1 of the Merger Agreement as set forth in
this Amendment.
NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements
contained herein, and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree that, effective as of the date of
this Amendment, the Merger Agreement shall be amended as follows:
ARTICLE I
AMENDMENT
Section 1.1
Amendment to Section 7.1
. Section 7.1(b)(i) of the Merger Agreement is
hereby amended by deleting November 1, 2009 and replacing it with November 6, 2009.
ARTICLE II
GENERAL PROVISIONS
Section 2.1
Effect on the Merger Agreement
. The Merger Agreement shall remain in full
force and effect and, as amended by this Amendment, is hereby ratified and affirmed in all
respects. On and after the date hereof, each reference in the Merger Agreement to this Agreement,
herein, hereunder or words of similar import shall mean and be a reference to the Merger
Agreement as amended by this Amendment.
Section 2.2
Counterparts; Effectiveness
. This Amendment may be executed in two or more
counterparts (including by facsimile), each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument, and shall become effective when
one or more counterparts have been signed by each of the parties and delivered (by telecopy or
otherwise) to the other parties.
Section 2.3
Governing Law
. This Amendment, and all claims or causes of action (whether at
law, in contract or in tort) that may be based upon, arise out of or relate to this Amendment or
the negotiation, execution or performance hereof, shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to any choice or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.
Section 2.4
Headings
. Headings of the Articles and Sections of this Amendment are for the
convenience of the parties only and shall be given no substantive or interpretative effect
whatsoever.
[
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2
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered
as of the date first written above.
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HH GP HOLDING, LLC
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By:
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/s/ Harold Hamm
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Harold Hamm
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President
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HPGP MERGERCO, LLC
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By:
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/s/ Harold Hamm
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Harold Hamm
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President
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HILAND PARTNERS GP HOLDINGS, LLC
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By:
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/s/ Joseph L. Griffin
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Joseph L. Griffin
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Chief Executive Officer and President
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HILAND HOLDINGS GP, LP
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By:
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Hiland Partners GP Holdings, LLC,
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its General Partner
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By:
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/s/ Joseph L. Griffin
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Joseph L. Griffin
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Chief Executive Officer and President
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[
Signature Page to Amendment No. 1 of the Hiland Holdings Merger Agreement]
Exhibit 2.2
EXECUTION VERSION
AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1, dated as of October 26, 2009 (this
Amendment
), to the
Agreement and Plan of Merger, dated as of June 1, 2009 (the
Merger Agreement
), is entered
into among HH GP Holding, LLC, an Oklahoma limited liability company (
Parent
), HLND
MergerCo, LLC, a Delaware limited liability company and a subsidiary of Parent (
Merger
Sub
and, together with Parent, the
Parent Parties
), Hiland Partners GP, LLC, a
Delaware limited liability company and the general partner of the Partnership (
Partnership
GP
), and Hiland Partners, LP, a Delaware limited partnership (the
Partnership
and,
together with Partnership GP, the
Hiland Parties
). Unless otherwise defined herein,
capitalized terms used in this Amendment shall have the respective meaning ascribed to such terms
in the Merger Agreement.
W I T N E S S E T H
:
WHEREAS, the parties hereto are parties to the Merger Agreement, pursuant to which, upon the
terms and subject to the conditions set forth therein, the parties intend to effect the Merger
whereby Merger Sub is to be merged with and into the Partnership, with the Partnership surviving
that merger; and
WHEREAS, the parties hereto wish to amend
Section 7.1
of the Merger Agreement as set
forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements
contained herein, and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree that, effective as of the date of
this Amendment, the Merger Agreement shall be amended as follows:
ARTICLE I
AMENDMENT
Section 1.1
Amendment to Section 7.1
. Section 7.1(b)(i) of the Merger Agreement is
hereby amended by deleting November 1, 2009 and replacing it with November 6, 2009.
ARTICLE II
GENERAL PROVISIONS
Section 2.1
Effect on the Merger Agreement
. The Merger Agreement shall remain in full
force and effect and, as amended by this Amendment, is hereby ratified and affirmed in all
respects. On and after the date hereof, each reference in the Merger Agreement to this
Agreement, herein, hereunder or words of similar import shall mean and be a reference to the
Merger Agreement as amended by this Amendment.
Section 2.2
Counterparts; Effectiveness
. This Amendment may be executed in two or more
counterparts (including by facsimile), each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument, and shall become effective when
one or more counterparts have been signed by each of the parties and delivered (by telecopy or
otherwise) to the other parties.
Section 2.3
Governing Law
. This Amendment, and all claims or causes of action (whether at
law, in contract or in tort) that may be based upon, arise out of or relate to this Amendment or
the negotiation, execution or performance hereof, shall be governed by and construed in accordance
with the laws of the State of Delaware, without giving effect to any choice or conflict of law
provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.
Section 2.4
Headings
. Headings of the Articles and Sections of this Amendment are for the
convenience of the parties only and shall be given no substantive or interpretative effect
whatsoever.
[
The remainder of this page intentionally left blank
]
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered
as of the date first written above.
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HH GP HOLDING, LLC
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By:
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/s/ Harold Hamm
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Harold Hamm
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President
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HLND MERGERCO, LLC
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By:
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/s/ Harold Hamm
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Harold Hamm
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President
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HILAND PARTNERS GP, LLC
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By:
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/s/ Joseph L. Griffin
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Joseph L. Griffin
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Chief Executive Officer and President
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HILAND PARTNERS, LP
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By:
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Hiland Partners GP, LLC,
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its General Partner
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By:
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/s/ Joseph L. Griffin
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Joseph L. Griffin
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Chief Executive Officer and President
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[
Signature Page to Amendment No. 1 of the Hiland Partners Merger Agreement]
Exhibit 99.1
Hiland Partners, LP and Hiland Holdings GP, LP Announce Adjournment of Special Meetings of
Unitholders and Extension of Merger Agreements
ENID, OKLAHOMA, October 27, 2009Hiland Partners, LP (Nasdaq: HLND) and Hiland Holdings GP,
LP (Nasdaq: HPGP) announced today that each company will adjourn its special meeting of unitholders
scheduled for this morning. The meetings are being adjourned to allow the boards of directors and
conflicts committees additional time to consider the previously announced proposals made by Harold
Hamm, on behalf of certain of his affiliates, to increase the merger consideration payable to each
companys common unitholders.
The Hiland Partners special meeting will be adjourned and the vote postponed until November 3,
2009 at 3:30 p.m., central time, and the Hiland Holdings special meeting will be adjourned and the
vote postponed until November 3, 2009 at 4:30 p.m., central time. Each special meeting will be
held at 302 N. Independence, Ball Room, Second Floor, Enid, Oklahoma 73701.
On October 26, 2009, in letters to the conflicts committees of the Hiland companies, Mr. Hamm
proposed amending the merger agreements between certain of his affiliates and each Hiland company
to increase the consideration payable to Hiland Partners common unitholders from $7.75 to $10.00
per common unit and to increase the consideration payable to Hiland Holdings common unitholders
from $2.40 to $3.20 per common unit, respectively.
In connection with Mr. Hamms proposal and the adjournment of the Hiland Partners special
meeting, Hiland Partners and Mr. Hamm have agreed to amend the merger agreement between Hiland
Partners and affiliates of Mr. Hamm to extend its end date to November 6, 2009. Similarly, Hiland
Holdings and Mr. Hamm have agreed to amend the merger agreement between Hiland Holdings and
affiliates of Mr. Hamm to extend its end date to November 6, 2009. In his letter to each conflicts
committee, Mr. Hamm indicated that, if his proposals are accepted, he expects that the end date
under each merger agreement would be further extended as necessary to consummate the transactions.
The record date for determining unitholders eligible to vote at the special meetings will
remain September 9, 2009. Valid proxies submitted by unitholders of Hiland Partners or Hiland
Holdings prior to the adjourned October 27, 2009 special meetings will continue to be valid for
purposes of the reconvened special meetings scheduled for November 3, 2009.
Common unitholders of Hiland Partners or Hiland Holdings as of September 9, 2009 who have not
voted but wish to do so or who would like to change their vote should contact D.F. King at
1-800-967-4612.
About the Hiland Companies
Hiland Partners, LP is a publicly traded midstream energy partnership engaged in purchasing,
gathering, compressing, dehydrating, treating, processing and marketing of natural gas, and
fractionating, or separating, and marketing of natural gas liquids, or NGLs. Hiland
Partners, LP also provides air compression and water injection services for use in oil and gas
secondary recovery operations. Hiland Partners, LPs operations are primarily located in the
Mid-Continent and Rocky Mountain regions of the United States. Hiland Partners, LPs midstream
assets consist of fifteen natural gas gathering systems with approximately 2,147 miles of gathering
pipelines, six natural gas processing plants, seven natural gas treating facilities and three NGL
fractionation facilities. Hiland Partners, LPs compression assets consist of two air compression
facilities and a water injection plant.
Hiland Holdings GP, LP owns the two percent general partner interest, 2,321,471 common units
and 3,060,000 subordinated units in Hiland Partners, LP, and the incentive distribution rights of
Hiland Partners, LP.
Forward-Looking Statements
This press release includes certain statements concerning expectations for the future that are
forward-looking statements, including statements about potential amendments to each of the merger
agreements and statements about the intentions Mr. Hamm expressed in his proposal letters. Such
forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and
other factors that are difficult to predict and many of which are beyond managements control. An
extensive list of factors that can affect future results are discussed in the definitive joint
proxy statement filed by Hiland Partners and Hiland Holdings, in Hiland Partners and Hiland
Holdings Annual Reports on Form 10-K and other documents filed from time to time with the
Securities and Exchange Commission. Any such forward looking statements are made as of the date of
this press release and neither Hiland Partners nor Hiland Holdings undertakes any obligation to
update or revise any such forward-looking statements to reflect new information or events.
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Contacts:
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Derek Gipson, Director Business Development and Investor Relations
Hiland Partners, LP
(580) 242-6040
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Hiland Holdings GP, LP (MM) (NASDAQ:HPGP)
過去 株価チャート
から 8 2024 まで 9 2024
Hiland Holdings GP, LP (MM) (NASDAQ:HPGP)
過去 株価チャート
から 9 2023 まで 9 2024