Hiland Holdings GP, LP 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2009
Hiland Holdings GP, LP
(Exact name of registrant as specified in its charter)
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:
Item 8.01. Other Events
On April 20, 2009, Hiland Holdings GP, LP (Holdings) and Hiland Partners, LP (Hiland Partners and together with Holdings, the Hiland Companies) announced that the Conflicts Committee of the Board of Directors of the respective general partners of each of the Hiland Companies has received a letter from Harold Hamm amending his January 15, 2009 proposals (the Original Proposals) to acquire all of the outstanding common units of each of the Hiland Companies that are not owned by Mr. Hamm, his affiliates or Hamm family trusts.
Under the revised terms proposed by Mr. Hamm, Hiland Partners unitholders would receive $7.75 in cash per common unit, reduced from $9.50 in cash per common unit under the Original Proposals. Holdings unitholders would receive $2.40 in cash per common unit, reduced from $3.20 in cash per common unit under the Original Proposals. In his letter to each Conflicts Committee reducing the offered merger consideration, Mr. Hamm cited the adverse effect that continued declines in natural gas prices and drilling activity along Hiland Partners systems have had on the Hiland Companies current and long-term projected throughput volumes, midstream segment margins and cash flows since his Original Proposals were delivered on January 15. Other than the reduced merger consideration discussed in this paragraph, Mr. Hamm has not modified the Original Proposals.
Mr. Hamm is the Chairman of both Hiland Partners GP, LLC, the general partner of Hiland Partners, and Hiland Partners GP Holdings, LLC, the general partner of Hiland Holdings. In addition, Mr. Hamm, either individually or together with his affiliates or the Hamm family trusts, beneficially owns 100% of Hiland Partners GP Holdings, LLC and approximately 61% of the outstanding common units of Hiland Holdings GP, LP. Hiland Holdings GP, LP owns 100% of Hiland Partners GP, LLC and approximately 37% of the outstanding common units of Hiland Partners, LP.
The Board of Directors and the Conflicts Committee of each of Hiland Partners GP Holdings, LLC and Hiland Partners GP, LLC cautioned that they have only received the amended proposal and that no decisions have been made by either Board of Directors or their respective Conflicts Committees with respect to a response to the amended proposals. There can be no assurance that any definitive offer will be made, that any agreement will be executed, or that any transaction will be approved or consummated.
A copy of the press release announcing the Conflicts Committees receipt of the amended proposal is being filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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.
April 21, 2009