Annual Reports

 
Quarterly Reports

 
8-K

 
Other

  • UPLOAD (Jan 20, 2010)
  • SC 13E3 (Dec 14, 2009)
  • SC 13D (Dec 8, 2009)
  • SC 13E3 (Dec 4, 2009)
  • SC 13E3 (Nov 18, 2009)
  • CORRESP (Nov 17, 2009)
Hiland Holdings GP, LP DEFA14A 2009

Documents found in this filing:

  1. Defa14A
  2. Defa14A
defa14a
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
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o   Preliminary Proxy Statement
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o   Definitive Proxy Statement
þ   Definitive Additional Materials
o   Soliciting Material Pursuant to §240.14a-12
 
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):
þ   No fee required.
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)   Title of each class of securities to which transaction applies:
 
     
 
     
 
 
  (2)   Aggregate number of securities to which transaction applies:
 
     
 
     
 
 
  (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
     
 
     
 
 
  (4)   Proposed maximum aggregate value of transaction:
 
     
 
     
 
 
  (5)   Total fee paid:
 
     
 
     
 
o   Fee paid previously with preliminary materials.
 
o   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.
  (1)   Amount Previously Paid:
 
     
     
 
 
  (2)   Form, Schedule or Registration Statement No.:
 
     
     
 
 
  (3)   Filing Party:
 
     
     
 
 
  (4)   Date Filed:
 
     
     
 


 

Hiland Partners, LP and Hiland Holdings GP, LP Announce Increase in Offered Merger Consideration by Harold Hamm
     ENID, OKLAHOMA, October 26, 2009—Hiland Partners, LP (Nasdaq: HLND) and Hiland Holdings GP, LP (Nasdaq: HPGP) announced today that Harold Hamm has proposed to increase the merger consideration to be received by the common unitholders of each of Hiland Partners and Hiland Holdings in the proposed mergers of Hiland Partners and Hiland Holdings with affiliates of Mr. Hamm.
     Mr. Hamm, on behalf of certain of his affiliates, today delivered to the Hiland Partners conflicts committee a proposal to amend the merger agreement with Hiland Partners to increase the merger consideration from $7.75 to $10.00 per common unit in cash. Additionally, Mr. Hamm, on behalf of certain of his affiliates, delivered to the Hiland Holdings conflicts committee a proposal to amend the merger agreement with Hiland Holdings to increase the merger consideration from $2.40 to $3.20 per common unit in cash.
     In order to allow the Hiland Partners and Hiland Holdings conflicts committees and boards additional time to consider the offers, Mr. Hamm also proposed that each merger agreement immediately be amended to extend its end date to November 6, 2009. 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.
     Based on these developments, each of Hiland Partners and Hiland Holdings anticipates that its board of directors will adjourn its respective special meetings of unitholders scheduled for October 27, 2009, to allow the boards and the conflicts committees additional time to evaluate the proposals.
     A copy of each proposal letter is attached to this press release.
     The Hiland Partners special meeting is scheduled for October 27, 2009 at 10:30 a.m., central time, and the Hiland Holdings special meeting is scheduled for October 27, 2009 at 9:00 a.m., central time. Each special meeting will be held at 302 N. Independence, Ball Room, Second Floor, Enid, Oklahoma 73701.
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, LP’s operations are primarily located in the Mid-Continent and Rocky Mountain regions of the United States. Hiland Partners, LP’s 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, LP’s 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 the intention of the respective boards of directors of Hiland Partners and Hiland Holdings to adjourn the special meetings and the potential amendments to each of the merger agreements. 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 management’s 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.
Contacts:   Derek Gipson, Director — Business Development and Investor Relations
Hiland Partners, LP
(580) 242-6040

 


 

October 26, 2009
Conflicts Committee of the Board of Directors
Hiland Partners GP, LLC
As general partner of Hiland Partners, LP
205 West Maple, Suite 1100
Enid, Oklahoma 73701
Members of the Conflicts Committee:
     I hereby propose to amend the Agreement and Plan of Merger, dated June 1, 2009 (the “Merger Agreement”), among certain of my affiliates and Hiland Partners, LP (the “Partnership”) to increase the cash merger consideration to $10.00 per common unit from $7.75 per common unit.
     I am concurrently delivering a letter to the conflicts committee of the board of directors of the general partner of Hiland Holdings GP, LP (“HPGP”) proposing to amend the HPGP merger agreement to increase the cash merger consideration to $3.20 per common unit from $2.40 per common unit.
     To allow the Conflicts Committee and the Board of Directors time to consider my revised offer, I also hereby propose that Section 7.1(b)(i) of the Merger Agreement be promptly amended to extend the “End Date” to November 6, 2009. If my proposal to increase the cash merger consideration is accepted, I would expect that the End Date would be further extended as necessary to consummate the transactions.
     Except as revised herein, the terms of my proposal remain as set forth in the Merger Agreement. This proposal is non-binding until appropriate changes are agreed to in the Merger Agreement to reflect the terms contained in this letter. I expect to make appropriate filings on Schedule 13D disclosing the revision to my proposals with respect to the Partnership and HPGP promptly after delivery of this letter.
     I remain of the view that a going-private transaction is the best strategic alternative currently available to the Partnership to maximize unitholder value during a time of significant market and industry turmoil. Should you have any questions, please do not hesitate to contact me.
         
 
  Sincerely,

   
 
  /s/ Harold Hamm    
 
       
 
  Harold Hamm    
cc:   Edward D. Doherty
Michael L. Greenwood
Rayford T. Reid
Joseph Griffin
Matthew S. Harrison

 


 

October 26, 2009
Conflicts Committee of the Board of Directors
Hiland Partners GP Holdings, LLC
As general partner of Hiland Holdings GP, LP
205 West Maple, Suite 1100
Enid, Oklahoma 73701
Members of the Conflicts Committee:
     I hereby propose to amend the Agreement and Plan of Merger, dated June 1, 2009 (the “Merger Agreement”), among certain of my affiliates and Hiland Holdings GP, LP (the “Partnership”) to increase the cash merger consideration to $3.20 per common unit from $2.40 per common unit.
     I am concurrently delivering a letter to the conflicts committee of the board of directors of the general partner of Hiland Partners, LP (“HLND”) proposing to amend the HLND merger agreement to increase the cash merger consideration to $10.00 per common unit from $7.75 per common unit.
     To allow the Conflicts Committee and the Board of Directors time to consider my revised offer, I also hereby propose that Section 7.1(b)(i) of the Merger Agreement be promptly amended to extend the “End Date” to November 6, 2009. If my proposal to increase the cash merger consideration is accepted, I would expect that the End Date would be further extended as necessary to consummate the transactions.
     Except as revised herein, the terms of my proposal remain as set forth in the Merger Agreement. This proposal is non-binding until appropriate changes are agreed to in the Merger Agreement to reflect the terms contained in this letter. I expect to make appropriate filings on Schedule 13D disclosing the revision to my proposals with respect to the Partnership and HLND promptly after delivery of this letter.
     I remain of the view that a going-private transaction is the best strategic alternative currently available to the Partnership to maximize unitholder value during a time of significant market and industry turmoil. Should you have any questions, please do not hesitate to contact me.
         
 
  Sincerely,

   
 
  /s/ Harold Hamm    
 
       
 
  Harold Hamm    
cc:   Edward D. Doherty
Michael L. Greenwood
Rayford T. Reid
Joseph Griffin
Matthew S. Harrison

 

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki