- Current report filing (8-K)
2009年11月26日 - 1:35AM
Edgar (US Regulatory)
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): November 23, 2009
Hiland Holdings GP, LP
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-33018
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76-0828238
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(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))
Item 1.01
. Entry into a Material Definitive Agreement
On November 23, 2009, Hiland Holdings GP, LP (the Partnership) delivered a promissory note
(the Note) to Coppermark Bank in the face amount of $5 million and entered into a related loan
agreement with Coppermark Bank (the Loan Agreement). The borrowings under the Note are secured
by all of the Partnerships ownership interests in Hiland Partners, LP and its general partner,
other than the 2% general partner interest and the incentive distribution rights. The Note matures
on April 2, 2010, at which time all outstanding amounts thereunder become due and payable.
Indebtedness under the Note bears interest at the prime rate plus 1% per annum, but in no
event less than 5% per annum, to be adjusted as changes occur in the prime rate. Accrued and
unpaid interest on outstanding indebtedness is payable monthly.
The Loan Agreement provides that proceeds thereunder may be used for the repayment of the
Partnerships outstanding debt, for attorney and professional fees and other general operating
expenses of the Partnership.
The Loan Agreement, the Note and the related pledge and security agreement between the
Partnership and Coppermark Bank, dated November 23, 2009 (the Pledge Agreement), contain several
covenants that limit, among other things, subject to certain exceptions, the Partnerships ability
to grant liens, enter into agreements restricting the Partnerships ability to grant liens on the
Partnerships assets or pledge the Partnerships assets, make certain acquisitions and investments
or enter into a merger, consolidation or sale of assets.
This descriptions of the Loan Agreement, Note and Pledge Agreement do not purport to be
complete and are subject to, and qualified in their entirety by reference to, the full text of the
Loan Agreement, Note and Pledge Agreement, which are attached as exhibits hereto.
Item 1.02.
Termination of a Material Definitive Agreement
On November 23, 2009, in connection with the entry into the Loan Agreement described above in
Item 1.01, the Partnership repaid all outstanding borrowings under its First Amended and Restated
Senior Secured Credit Agreement, dated as of August 7, 2009, between the Partnership and The
Security National Bank of Enid, and terminated that credit facility.
Also on November 23, 2009, in connection with the entry into the Loan Agreement, the
Partnership cancelled the term promissory note issued on November 3, 2009 to
Harold Hamm in the principal amount of $1.5 million.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement
The information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
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EXHIBIT NUMBER
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DESCRIPTION
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10.1
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Loan Agreement, dated as of November 23, 2009, by and
between Hiland Holdings GP, LP and Coppermark Bank.
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10.2
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$5 Million Promissory Note, dated as of November 23, 2009,
between Hiland Holdings GP, LP and Coppermark Bank.
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10.3
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Pledge and Security Agreement, dated as of November 23,
2009, by and between Hiland Holdings GP, LP and Coppermark
Bank.
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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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November 25, 2009
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