- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
18 11월 2009 - 8:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment
No. 8)
Rule 13e-3 Transaction Statement under Section 13(e) of the
Securities and Exchange Act of 1934
HILAND HOLDINGS GP, LP
(Name of Issuer)
HILAND HOLDINGS GP, LP
HILAND PARTNERS GP HOLDINGS, LLC
HH GP HOLDING, LLC
HPGP MERGERCO, LLC
CONTINENTAL GAS HOLDINGS, INC.
HAROLD HAMM DST TRUST
HAROLD
HAMM HJ TRUST
HAROLD HAMM
JOSEPH L. GRIFFIN
MATTHEW S. HARRISON
BERT MACKIE
(Names of Person(s) Filing Statement)
COMMON UNITS
REPRESENTING LIMITED PARTNER INTERESTS OF HILAND HOLDINGS GP, LP
(Title of Class of Securities)
43129M107
(CUSIP Number of Class of Securities)
Matthew S. Harrison
205 West Maple, Suite 1100
Enid, Oklahoma 73701
Telephone: (580) 242-6040
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
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Douglas E. McWilliams
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Joshua Davidson
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Vinson & Elkins LLP
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Paul F. Perea
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1001 Fannin Street, Suite 2500
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Baker Botts L.L.P.
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Houston, Texas 77002
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910 Louisiana Street
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Telephone: (713) 758-2222
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Houston, Texas 77002
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Telephone: (713) 229-1234
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This statement is filed in connection with (check the appropriate box):
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a.
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The filing of solicitation materials or an information statement subject to Regulation
14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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o
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b.
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The filing of a registration statement under the Securities Act of 1933.
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o
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c.
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A tender offer.
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o
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d.
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
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Check the following box if the filing is a final amendment reporting the results of the
transaction
o
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee
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$27,155,034
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$1,516
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*
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As of November 5, 2009, there were (i) 8,475,448 common units of Hiland Holdings GP, LP
outstanding that were owned by unitholders other than Harold Hamm, Continental Gas Holdings, Inc.,
the Harold Hamm DST Trust and the Harold Hamm HJ Trust and (ii) 10,500 restricted common units of
Hiland Holdings GP, LP outstanding that were owned by non-employee directors of the general partner
of Hiland Holdings GP, LP, which restricted common units will become fully vested as common units
immediately prior to the closing of the merger.
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Total
consideration of $27,155,034 was determined based upon the product of (i) 8,485,948,
the aggregate number of common units proposed to be converted into the right to receive merger
consideration, and (ii) the merger consideration per common unit of $3.20.
In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, and Rule
0-11(c)(1) promulgated thereunder, the filing fee was determined by multiplying 0.00005580 by the
total consideration.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount previously paid:
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$2,861
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Filing Party:
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Hiland Partners, LP and Hiland Holdings GP, LP
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Form or registration No.:
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Schedule 14A
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Date Filed:
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July 1, 2009
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TABLE OF CONTENTS
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INTRODUCTION
This
Amendment No. 8 to the Transaction Statement on Schedule 13E-3,
together with exhibits hereto (this Schedule 13E-3), is being filed by Hiland
Holdings GP, LP, a Delaware limited partnership (Hiland Holdings), Hiland Partners GP Holdings,
LLC, a Delaware limited liability company and the general partner of Hiland Holdings (Holdings
GP), HH GP Holding, LLC, an Oklahoma limited liability company and affiliate of Harold Hamm
(Parent), HPGP MergerCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of
Parent (HPGP Merger Sub), the Harold Hamm DST Trust, the
Harold Hamm HJ Trust, Continental Gas Holdings, Inc., a Delaware corporation and affiliate of
Harold Hamm (Continental Gas), Harold Hamm, Chairman of Hiland Holdings, Joseph L. Griffin, Chief
Executive Officer and President of Hiland Holdings, Matthew S. Harrison, Chief Financial Officer
and Vice PresidentFinance and Secretary of Hiland Holdings, and Bert Mackie, trustee of the Hamm family
trusts, in connection with the Agreement and
Plan of Merger, dated June 1, 2009, among Hiland Holdings, Holdings GP, Parent and HPGP Merger Sub
(the Hiland Holdings original merger agreement, and the transactions set forth therein, the Hiland
Holdings merger).
On
October 26, 2009, the parties to the Hiland Holdings original merger agreement entered into the
first amendment to the Hiland Holdings original merger agreement, which changed the end date under the
agreement from November 1, 2009 to November 6, 2009. On November 3, 2009, the parties to the
Hiland Holdings original merger agreement entered into the second amendment to the Hiland Holdings merger
agreement, which, among other things, increased the merger consideration per common unit from $2.40
to $3.20 and changed the end date from November 6, 2009 to December 11, 2009 (the Hiland Holdings
original merger agreement, as amended by the first and second amendments thereto, is herein referred to as
the Hiland Holdings amended merger agreement).
If the
Hiland Holdings amended merger agreement and the Hiland Holdings merger are approved by the
affirmative vote of (a) the holders of a majority of the outstanding common units of Hiland
Holdings voting as a class and (b) the holders of a majority of the outstanding common units of
Hiland Holdings, not held by Harold Hamm, his affiliates (which affiliates include (i) the
directors and officers of Holdings GP and (ii) Continental Gas), the Harold Hamm DST Trust and the
Harold Hamm HJ Trust, voting as a class, then HPGP Merger Sub will merge with and into Hiland
Holdings with Hiland Holdings continuing as the surviving entity.
In the Hiland Holdings merger, each outstanding common unit of Hiland Holdings (other than
common units held by Harold Hamm, Continental Gas, the Harold Hamm DST Trust and the Harold Hamm HJ
Trust) will be converted into the right to receive merger consideration of $3.20 per common unit in
cash, without interest (the Hiland Holdings merger consideration). Each restricted common unit
held by non-employee members of the Board of Directors of Holdings GP will fully vest as a common
unit immediately prior to the closing of the Hiland Holdings merger and automatically convert into
the right to receive the Hiland Holdings merger consideration. All other restricted common units,
phantom units and unit option awards issued pursuant to the Hiland Holdings GP, LP Long-Term
Incentive Plan which are outstanding as of the effective time of the Hiland Holdings merger will
remain outstanding in accordance with their respective terms as equity awards in the surviving
entity.
Concurrently with the filing of this Schedule 13E-3, Hiland Holdings and Hiland Partners, LP,
a Delaware limited partnership (Hiland Partners and together with Hiland
Holdings, the Hiland
Companies), are filing jointly an amended Proxy Supplement
(the Proxy Supplement)
under Section 14(a) of the Securities Exchange Act of 1934, as amended
(the Exchange Act) to supplement the joint definitive proxy statement filed on September 11, 2009 under Section 14(a)
of the Exchange Act (the Definitive Proxy Statement and together with the Proxy Supplement, the
Proxy Statement),
pursuant to which the Boards of Directors of the general partner of each
of Hiland Holdings and Hiland Partners are soliciting proxies from unitholders of Hiland
Holdings and Hiland Partners in connection with the mergers of both Hiland Companies. The
information set forth in the Proxy Statement, including all annexes thereto, is hereby
incorporated herein by this reference, and the responses to each item in this Schedule 13E-3 are
qualified in their entirety by the information contained in the Proxy Statement and the
annexes thereto, in each case to the extent related to Hiland Holdings, the Hiland Holdings merger
agreement or the Hiland Holdings merger.
All
information in, or incorporated by reference in, this Schedule 13E-3 and/or the
Proxy Statement other than information concerning Parent and its affiliates (other than
Hiland Partners GP, LLC, Hiland Partners, Holdings GP and Hiland Holdings) has been supplied by
Hiland Partners and Hiland Holdings. All information in, or incorporated by reference in, this
Schedule 13E-3 by reference to the Proxy Statement is hereby incorporated by reference
to the extent related to, in each case, Hiland Holdings, the Hiland Holdings merger agreement and
the Hiland Holdings merger.
Item 1. Summary Term Sheet
Regulation M-A Item 1001
Summary Term Sheet.
The information set forth under the caption Summary Term Sheet in the
Definitive Proxy Statement is incorporated herein by reference.
The information set forth under the caption Update to Summary Term Sheet in the Proxy Supplement
is incorporated herein by reference.
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Item 2. Subject Company Information
Regulation M-A Item 1002
(a)
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Name and Address.
The name of the subject company is Hiland Holdings, a Delaware limited
partnership with principal executive offices at 205 West Maple, Suite 1100, Enid, Oklahoma
73701. Its telephone number is (580) 242-6040.
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(b)
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Securities.
The class of securities to which this Schedule 13E-3 relates is common units
representing limited partner interests of Hiland Holdings of which
21,613,500 were issued and
outstanding as of November 5, 2009.
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(c)-(d)
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Trading Market and Price; Dividends.
The information set forth under the caption Common
Stock Market Price and Dividend Information in the Definitive Proxy Statement is
incorporated herein by reference.
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The information set forth under the caption Updated
Information Concerning the Hiland Companies Hiland Holdings
Distribution and Common Unit Price Information in the Proxy Supplement is
incorporated herein by reference.
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(e)
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Prior Public Offerings.
On September 25, 2006, Hiland Holdings completed its initial public
offering of its common units representing limited partner interests. Hiland Holdings sold
8,050,000 common units at a price of $18.50 per common unit (excluding underwriting discounts
and commissions) for an aggregate amount of proceeds (after deducting underwriting discounts
and commissions and a structuring fee) of approximately $139.6 million.
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(f)
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Prior Stock Purchases.
The information set forth under the caption Certain Purchases and
Sales of Hiland Companies Common Units in the Definitive Proxy Statement is incorporated
herein by reference.
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Item 3. Identity and Background of Filing Person
Regulation M-A Item 1003
(a)-(b)
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Name and Address; Business and Background of Entities.
The information set forth under the
captions Directors and Executive Officers of the Hiland Companies, Information Concerning,
Harold Hamm, Parent and Merger Subs and Directors and Executive Officers of Parent and
Merger Subs in the Definitive Proxy Statement is incorporated herein by reference.
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Continental Gas Holdings, Inc., a Delaware corporation, is an affiliate under common
control with Parent and Holdings GP, with its principal office located at 205 West Maple, Suite 1100,
Enid, Oklahoma 73701 and its telephone number is (580) 233-8955.
Continental Gass sole director is Harold Hamm. Continental Gas is principally engaged
in the business of owning limited partner interests in Hiland Holdings.
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Harold Hamm DST Trust, an irrevocable trust formed by Harold Hamm under Oklahoma law, with Bert
Mackie acting as trustee.
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c/o Bert Mackie, Trustee
Hamm Financial Group
302 North Independence
Enid, Oklahoma 73701
(580) 548-5200
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Harold Hamm HJ Trust, an irrevocable trust formed by Harold Hamm under Oklahoma law, with Bert
Mackie acting as trustee.
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c/o Bert Mackie, Trustee
Hamm Financial Group
302 North Independence
Enid, Oklahoma 73701
(580) 548-5200
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None of the entities named above has been convicted in a criminal proceeding during the past five
years (excluding traffic violations or similar misdemeanors). None of the entities named above has
been party to any judicial or administrative proceeding during the past five years (except for
matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or
final order enjoining it from future violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of federal or state securities laws.
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Harold Hamm
302 North Independence
Enid, Oklahoma 73701
(580) 233-8955
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Chief Executive Officer and Chairman of the Board of Directors of Continental Resources,
Inc.; sole director of Continental Gas; Chairman of the Board of Directors of each of
Holdings GP and Hiland GP.
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Joseph L. Griffin
205 West Maple, Suite 1100
Enid, Oklahoma 73701
(580) 242-6040
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Chief Executive Officer, President and Director of each of Holdings GP and Hiland GP.
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Matthew S. Harrison
205 West Maple, Suite 1100
Enid, Oklahoma 73701
(580) 242-6040
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Chief Financial Officer, Vice PresidentFinance, Secretary and Director of each of
Holdings GP and Hiland GP.
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Bert Mackie
Hamm Financial Group
302 North Independence
Enid, Oklahoma 73701
(580) 548-5200
Personal Asset Manager
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(c)
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Business and Background of Natural Persons.
The information set forth under the caption
Directors and Executive Officers of the Hiland Companies in the Definitive Proxy Statement
is incorporated herein by reference. Set forth below are the names, the present principal
occupations or employment and the name, principal business and address of any corporation or
other organization in which such occupation or employment is conducted and the five-year
employment history of each filing party that is a natural person. During the past five years,
none of the persons or entities described have been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) party to any judicial or
administrative proceeding (except for matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final order enjoining the person from
future violations of, or prohibiting activities subject to, federal or state securities laws
or a finding of any violation of federal or state securities laws. Each person identified is a
United States citizen.
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Name
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Business Address
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Employment History
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Harold Hamm
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302 North Independence
Enid, Oklahoma 73701
Telephone: (580) 233-8955
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Chairman of the board
of directors of Hiland
Partners GP, LLC since
October 2004 and
serves as chairman of
the compensation
committee of the board
of directors. Chairman
of the board of
directors of Hiland
Partners GP Holdings,
LLC since May 2006 and
serves as chairman of
the compensation
committee of the board
of directors. Mr. Hamm
served as President
and Chief Executive
Officer and as a
director of
Continental Gas, Inc.
since December 1994
and then served as
Chief Executive
Officer and a director
to 2004. Since its
inception in 1967
until October 2005,
Mr. Hamm served as
President and Chief
Executive Officer and
a director of
Continental
Resources, Inc. and
currently serves as
its Chief Executive
Officer and Chairman
of its board of
directors. Mr. Hamm is
also immediate past
President of the
National Stripper Well
Association, a member
of the executive board
of the Oklahoma
Independent Petroleum
Association and a
member of the
executive board of the
Oklahoma Energy
Explorers. In
addition, Mr. Hamm is
a
director of Complete
Production
Services, Inc., a
publicly traded
oilfield service
company.
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Name
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Business Address
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Employment History
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Joseph L. Griffin
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205 West Maple, Suite 1100
Enid, Oklahoma 73701
Telephone: (580) 242-6040
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Chief Executive
Officer, President and
a director of Hiland
Partners GP, LLC since
June 2007. Chief
Executive Officer,
President and a
director of Hiland
Partners GP Holdings,
LLC since June 2007.
Mr. Griffin has more
than 20 years of
experience in the
midstream natural gas
industry. From 2004 to
June 2007, Mr. Griffin
served as executive
vice president over
multiple facets of the
business of Lumen
Midstream Partnership,
a subsidiary of the
Southern Ute Indian
Tribe, in Tulsa,
Oklahoma. In 1989,
Mr. Griffin co-founded
Lumen Midstream, held
various senior level
management positions
and served as a
director until Lumen
was sold in 2004 to
the Southern Ute
Indian Tribe.
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Matthew S. Harrison
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205 West Maple, Suite 1100
Enid, Oklahoma 73701
Telephone: (580) 242-6040
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Chief Financial
Officer, Vice
PresidentFinance,
Secretary and director
of Hiland Partners GP,
LLC since April 2008.
Chief Financial
Officer, Vice
PresidentFinance,
Secretary and director
of Hiland Partners GP
Holdings, LLC since
April 2008.
Mr. Harrison joined
Hiland as Vice
President of Business
Development in
February 2008 from
Wachovia Securities
where he most recently
was a director for its
Energy & Power
Mergers & Acquisitions
Group. Prior to
joining Wachovia in
2007, Mr. Harrison
spent eight years with
A.G. Edwards Capital
Markets Mergers &
Acquisitions Group,
most recently leading
its energy mergers &
acquisitions effort.
Prior to joining A.G.
Edwards, Mr. Harrison
spent five years with
Price Waterhouse as a
senior accountant.
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Bert Mackie
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Hamm Financial Group
302 North Independence
Enid, Oklahoma 73701
Telephone: (580) 548-5200
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Personal Asset Manager of Hamm Financial Group since January 2007. Mr. Mackie was also President
from 1962 to December 2008, has served as director for over thirty years and currently serves as
Vice Chairman of the board of directors of Security National Bank. In addition, Mr. Mackie is a
director of ONEOK, Inc., a publicly traded diversified energy company.
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Item 4. Terms of the Transaction
Regulation M-A Item 1004
(a)
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Material Terms.
The information set forth under the following captions in the Definitive
Proxy Statement is incorporated herein by reference:
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Summary Term Sheet
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Questions and Answers about the Mergers and the Special Meetings
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Special Factors
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Information about the Special Meetings and Voting
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The Hiland Holdings Merger Agreement and
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Annex D: Hiland Holding Merger Agreement
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The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
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Update to Summary Term Sheet
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Questions and Answers about the Amendments and the Adjourned Special Meetings
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Update to Special Factors
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Information about the Special Meetings and Voting
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Summary of Amendments to the Hiland Holdings Merger Agreement
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Annex C Amendment No. 2 to the Hiland Holdings Merger Agreement
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(c)
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Different Terms.
The information set forth under the following captions in the Definitive
Proxy Statement is incorporated herein by reference:
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Summary Term Sheet
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Questions and Answers about the Mergers and the Special Meetings
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Special FactorsEffects of the Mergers
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Special FactorsInterests of Certain Persons in the Mergers
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Special FactorsStructure and Steps of the Mergers
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Special FactorsProvisions for Unaffiliated Security Holders
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The Hiland Holdings Merger AgreementEffect of the Merger on the Common Units and
Certain Other Securities of Hiland Holdings and Merger Sub and
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The Hiland Holdings Merger AgreementOther Covenants and AgreementsIndemnification and
Insurance
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The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
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Update to Summary Term Sheet
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Update to Special FactorsUpdate to Effects of the Mergers
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Update to Special FactorsUpdates to Interests of
Certain Persons in the Mergers
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(d)
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Appraisal Rights.
The information set forth under the following captions in the Definitive
Proxy Statement is incorporated herein by reference:
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Summary Term SheetNo Appraisal Rights and
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Special FactorsNo Appraisal Rights
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(e)
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Provisions for Unaffiliated Security Holders.
The information set forth under the caption
Special FactorsProvisions for Unaffiliated Security Holders in the Definitive Proxy
Statement is incorporated herein by reference.
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(f)
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Eligibility for Listing or Trading.
Not applicable.
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Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Regulation M-A Item 1005
(a)
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Transactions.
None.
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(b)
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Significant Corporate Events.
The information set forth under the following captions in the
Definitive Proxy Statement is incorporated herein by reference:
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Summary Term Sheet
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Special FactorsBackground of the Mergers
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Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
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Special FactorsPosition of HPGP
Schedule 13E-3 Filing Persons as to the Fairness of the
Hiland Holdings Merger
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Special FactorsReasons of Combined Schedule 13E-3 Filing Persons for the Mergers
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Special FactorsEffects of the Mergers
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Special FactorsInterests of Certain Persons in the Mergers
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Special FactorsStructure and Steps of the Mergers
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The Hiland Holdings Merger Agreement and
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Annex D: Hiland Holdings Merger Agreement
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The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
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Update to Special FactorsBackground of the Mergers
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(c)
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Negotiations or Contacts.
The information set forth under the following captions in the
Definitive Proxy Statement is incorporated herein by reference:
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Summary Term Sheet
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Special FactorsBackground of the Mergers
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Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
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Special FactorsPosition of HPGP
Schedule 13E-3 Filing Persons as to the Fairness of the
Hiland Holdings Merger
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Special FactorsReasons of Combined Schedule 13E-3 Filing Persons for the Mergers
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Special FactorsEffects of the Mergers
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Special FactorsInterests of Certain Persons in the Mergers
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Special FactorsStructure and Steps of the Mergers
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The Hiland Holdings Merger Agreement and
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Annex D: Hiland Holdings Merger Agreement
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The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
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Update to Special FactorsBackground of the Mergers
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(e)
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Agreements Involving the Subject Companys Securities.
The information set forth under the
following captions in the Definitive Proxy Statement is incorporated herein by reference:
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Summary Term SheetEffects of the MergersContinued Investment by Harold Hamm, certain
of his Affiliates and the Hamm family trusts
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Summary Term SheetThe Special MeetingsRequired Unitholder Votes; Support Agreements
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Special FactorsInterests of Certain Persons in the Mergers
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Special FactorsStructure and Steps of the MergersThe Hiland Holdings Support
Agreement
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Special FactorsFinancing of the Mergers
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The Hiland Holdings Merger Agreement
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Security Ownership of Certain Beneficial Owners and Management
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Annex A: Hiland Holdings Merger Agreement and
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Annex E: Support Agreement (related to Hiland Holdings Merger)
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The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
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Update to Summary Term SheetAmendments to the Merger Agreements
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Update to Summary Term SheetInterests of Certain
Persons in the Mergers
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Update to Summary Term SheetFinancing of the Mergers
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Update to Special FactorsUpdates to Interests of Certain Persons
in the Mergers
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|
Update to Special FactorsFinancing of the Mergers
|
|
|
|
Summary of Amendments to the Hiland Holdings Merger Agreement
|
|
|
|
Annex C: Amendment No. 2 to the Hiland Holdings Merger Agreement
|
|
Item 6. Purpose of the Transaction and Plans or Proposals
Regulation M-A Item 1006
(b)
|
|
Use of Securities Acquired.
The information set forth under the following captions in the
Definitive Proxy Statement is incorporated herein by reference:
|
|
|
|
Summary Term SheetEffects of the MergersGoing Private Transaction
|
|
|
|
Special FactorsEffects of the Mergers
|
|
|
|
Special FactorsPrimary Benefits and Detriments of the Mergers
|
|
|
|
Special FactorsInterests of Certain Persons in the MergersHarold Hamm and the other
Hamm Continuing Investors
|
|
|
|
Special FactorsStructure and Steps of the Mergers and
|
|
|
|
Annex D: Hiland Holdings Merger Agreement
|
|
|
|
|
The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
|
|
|
|
Update to Special FactorsUpdate to Effects of the Mergers
|
|
|
(c)(1)-(8)
|
|
Plans.
The information set forth under the following captions in the Definitive Proxy
Statement is incorporated herein by reference:
|
|
|
|
Summary Term Sheet
|
|
|
|
Special FactorsBackground of the Mergers
|
|
|
|
Special FactorsReasons of Combined Schedule 13E-3 Filing Persons for the Mergers
|
|
|
|
Special FactorsEffects of the Mergers
|
|
|
|
Special FactorsPrimary Benefits and Detriments of the Mergers
|
|
|
|
Special FactorsInterests of Certain Persons in the Mergers
|
|
|
|
Special FactorsStructure and Steps of the Mergers
|
|
|
|
Special FactorsFinancing of the Mergers
|
|
|
|
The Hiland Holdings Merger Agreement and
|
|
|
|
Annex D: Hiland Holdings Merger Agreement
|
|
|
|
|
The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
|
|
|
|
Update to Special FactorsBackground of the Mergers
|
|
|
|
Update to Special FactorsUpdate to Effects of the Mergers
|
|
Item 7. Purposes, Alternatives, Reasons and Effects
Regulation M-A Item 1013
(a)
|
|
Purposes.
The information set forth under the following captions in the Definitive Proxy
Statement is incorporated herein by reference:
|
|
|
|
Summary Term SheetEffects of the MergersContinued Investment by Harold Hamm, certain
of his Affiliates and the Hamm family trusts
|
|
|
|
Summary Term SheetEffects of the MergersGoing Private Transaction
|
|
|
|
Special FactorsBackground of the Mergers
|
|
|
|
Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Special FactorsPosition of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
|
Special FactorsReasons of Combined Schedule 13E-3 Filing Persons for the Mergers
|
- 6 -
|
|
Special FactorsEffects of the Mergers and
|
|
|
|
Special FactorsInterests of Certain Persons in the Mergers
|
|
|
|
|
The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
|
|
|
|
Update to Summary Term SheetRecommendations of the Hiland Companies Board of Directors and
Conflicts Committees
|
|
|
|
Update to Special FactorsBackground of the Mergers
|
|
|
|
Update to Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Update to Special FactorsUpdate to Effects of the Mergers
|
|
|
(b)
|
|
Alternatives.
The information set forth under the following captions in the Definitive
Proxy Statement is incorporated herein by reference:
|
|
|
|
Summary Term SheetThe Mergers
|
|
|
|
Summary Term SheetEffects of the Mergers Going Private Transaction
|
|
|
|
Summary Term SheetInterests of Certain Persons in the Mergers
|
|
|
|
Special FactorsBackground of the Mergers
|
|
|
|
Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Special FactorsOpinion of Financial Advisor of Hiland Holdings
|
|
|
|
Special FactorsPosition of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
|
Special FactorsSummary of Analyses of Wells Fargo SecuritiesSummary of
Strategic Alternatives Analysis
|
|
|
|
Special FactorsReasons of Combined Schedule 13E-3 Filing Persons for the Mergers
|
|
|
|
Special FactorsEffects of the Mergers and
|
|
|
|
Special FactorsInterests of Certain Persons in the Mergers
|
|
(c)
|
|
Reasons.
The information set forth under the following captions in the Definitive Proxy
Statement is incorporated herein by reference:
|
|
|
|
Summary Term SheetEffects of the MergersGoing Private Transaction
|
|
|
|
Summary Term SheetEffects of the MergersContinued Investment by Harold Hamm, certain
of his Affiliates and the Hamm family trusts
|
|
|
|
Special FactorsBackground of the Mergers
|
|
|
|
Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Special FactorsOpinion of Financial Advisor of Hiland Holdings
|
|
|
|
Special FactorsPosition of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
|
Special FactorsSummary of Analyses of Wells Fargo Securities
|
|
|
|
Special FactorsReasons of Combined Schedule 13E-3 Filing Persons for the Mergers
|
|
|
|
Special FactorsEffects of the Mergers and
|
|
|
|
Special FactorsInterests of Certain Persons in the MergersHarold Hamm and the other
Hamm Continuing Investors
|
|
|
|
The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
|
|
|
|
Update to Special FactorsBackground of the Mergers
|
|
|
|
Update to Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Update to Special FactorsOpinion of Financial Advisor of Hiland Holdings
|
|
|
|
Update to Special FactorsPosition of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
|
Update to Special FactorsUpdate to Effects of the Mergers
|
|
|
(d)
|
|
Effects.
The information set forth under the following captions in the Definitive Proxy
Statement is incorporated herein by reference:
|
|
|
|
Summary Term SheetThe Mergers
|
|
|
|
Summary Term SheetEffects of the MergersGoing Private Transaction
|
|
|
|
Summary Term SheetMaterial United States Federal Income Tax Considerations
|
|
|
|
Special FactorsBackground of the Mergers
|
|
|
|
Special FactorsPosition of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
|
Special FactorsReasons of Combined Schedule 13E-3 Filing Persons for the Mergers
|
|
|
|
Special FactorsEffects of the Mergers
|
|
|
|
Special FactorsPrimary Benefits and Detriments of the Mergers
|
|
|
|
Special FactorsInterests of Certain Persons in the MergersHarold Hamm and the other
Hamm Continuing Investors
|
|
|
|
Special FactorsMaterial United States Federal Income Tax Considerations
|
|
|
|
Special FactorsTax Consequences of the Hiland Holdings Merger
|
|
|
|
Special FactorsStructure and Steps of the Mergers
|
- 7 -
|
|
The Hiland Holdings Merger Agreement and
|
|
|
|
Annex D: Hiland Holdings Merger Agreement
|
|
|
|
|
The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
|
|
|
|
Update to Summary Term Sheet
|
|
|
|
Update to Special FactorsUpdate to Effects of the Mergers
|
|
|
|
Update to Special FactorsUpdates to Interests of
Certain Persons in the Mergers
|
|
|
|
Summary of Amendments to the Hiland Holdings Merger Agreement
|
|
|
|
Annex C: Amendment No. 2 to the Hiland Holdings Merger Agreement
|
|
Item 8. Fairness of the Transaction
Regulation M-A Item 1014
|
(a)-(b)
|
|
Fairness; Factors Considered in Determining Fairness.
The information set forth under the
following captions in the Definitive Proxy Statement is incorporated herein by reference:
|
|
|
|
Summary Term SheetRecommendations of the Hiland Companies Boards of Directors and
Conflicts Committees
|
|
|
|
Summary Term SheetOpinion of Financial Advisors
|
|
|
|
Special FactorsBackground of the Mergers
|
|
|
|
Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Special FactorsOpinion of Financial Advisor of Hiland Holdings
|
|
|
|
Special Factors Position of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
|
Special FactorsSummary of Analyses of Wells Fargo Securities
|
|
|
|
Special FactorsReasons of Combined Schedule 13E-3 Filing Persons for the Mergers
|
|
|
|
Special FactorsEffects of the Mergers
|
|
|
|
Special FactorsInterests of Certain Persons in the Mergers and
|
|
|
|
Annex D: Opinion of Barclays Capital Inc.
|
|
|
|
|
|
The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
|
|
|
|
Update to Summary Term SheetRecommendations of the Hiland Companies Board of Directors and
Conflicts Committees
|
|
|
|
Update to Summary Term SheetOpinions of Financial Advisors
|
|
|
|
Update to Special FactorsBackground of the Mergers
|
|
|
|
Update to Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Update to Special FactorsOpinion of Financial
Advisor of the Hiland Holdings Conflicts Committee
|
|
|
|
Update to Special FactorsPosition of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
|
Annex D: Opinion of Barclays Capital Inc.
|
|
|
(c)
|
|
Approval of Security Holders.
The information set forth under the following captions in the
Definitive Proxy Statement is incorporated herein by reference
|
|
|
|
Summary Term SheetThe Special MeetingsRequired Unitholder Votes; Support Agreements
|
|
|
|
Questions and Answers about the Mergers and the Special Meetings
|
|
|
|
Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Information about the Special Meetings and VotingRecord Date and Quorum Requirement
and
|
|
|
|
Information about the Special Meetings and VotingVote Required at Hiland Holdings
Special Meeting; How Units are Voted
|
|
|
|
|
The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
|
|
|
|
Update to Summary Term SheetThe Special Meetings; Time, Date and Place
|
|
|
|
Update to Summary Term SheetRecommendations of the Hiland Companies Board of Directors and
Conflicts Committees
|
|
|
|
Questions and Answers about the Amendments and the Adjourned Special Meetings
|
|
|
|
Update to Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Information about the Special Meetings and VotingVote Required at the Hiland Holdings
Special Meeting; How Units are Voted
|
|
|
|
Information about the Special Meetings and VotingRecord Date and Quorum Requirement
|
|
|
(d)
|
|
Unaffiliated Representative.
The information set forth under the following captions in the
Definitive Proxy Statement is incorporated herein by reference:
|
|
|
|
|
Summary Term SheetRecommendations of the Hiland Companies Boards of Directors and
Conflicts Committees
|
|
|
|
Summary Term SheetOpinion of Financial Advisors
|
|
|
|
Special FactorsBackground of the Mergers
|
|
|
|
Special FactorsOpinion of Financial Advisor of Hiland Holdings
|
|
|
|
Special FactorsPosition of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
|
Special FactorsReasons of Combined Schedule 13E-3 Filing Persons for the Mergers
|
|
|
|
Special FactorsEffects of the Mergers
|
|
|
|
Special FactorsInterests of Certain Persons in the Mergers and
|
|
|
|
Annex D: Opinion of Barclays Capital Inc.
|
|
|
|
|
|
The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
|
|
|
|
Update to Summary Term SheetRecommendations of the Hiland Companies Board of Directors and
Conflicts Committees
|
|
|
|
Update to Summary Term SheetOpinions of Financial Advisors
|
|
|
|
Update to Special FactorsBackground of the Mergers
|
|
|
|
Update to Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Update to Special FactorsOpinion of Financial
Advisor of the Hiland Holdings Conflicts Committee
|
|
|
|
Update to Special FactorsPosition of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
|
Annex D: Opinion of Barclays Capital Inc.
|
|
|
(e)
|
|
Approval of Directors.
The information set forth under the following captions in the
Definitive Proxy Statement is incorporated herein by reference:
|
|
|
|
Summary Term SheetRecommendations of the Hiland Companies Boards of Directors and
Conflicts Committees
|
|
|
|
Special FactorsBackground of the Mergers
|
- 8 -
|
|
Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Special FactorsPosition of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
|
Special FactorsReasons of Combined Schedule 13E-3 Filing Persons for the Mergers and
|
|
|
|
Special FactorsInterests of Certain Persons in the Mergers
|
|
|
|
|
The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
|
|
|
|
Update to Summary Term SheetRecommendations of the Hiland Companies Board of Directors and
Conflicts Committees
|
|
|
|
Update to Special FactorsBackground of the Mergers
|
|
|
|
Update to Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Update to Special FactorsPosition of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
(f)
|
|
Other Offers.
The information set forth under the caption Special FactorsBackground of the
Mergers in the Definitive Proxy Statement is incorporated herein by reference.
|
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
Regulation M-A Item 1015
(a)-(b)
|
|
Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal.
The discussion materials prepared by Barclays Capital Inc. and provided to Harold Hamm and his
representatives, dated November 17, 2008 and November 20, 2008, are set forth as Exhibit
(c)(2) and (c)(3) hereto and are incorporated herein by reference. The presentation materials
prepared by Wells Fargo Securities, LLC and provided to Harold Hamm and his representatives,
dated December 18, 2008, January 5, 2008 (presented on January 5, 2009), January 8, 2009,
January 9, 2009, January 21, 2009, March 3, 2009, March 3, 2009, March 13, 2009, March 16,
2009, March 16, 2009, March 17, 2009, March 17, 2009 and April 16, 2009 are set forth as
Exhibits (c)(4) (c)(16), respectively, hereto and are incorporated herein by reference. The
discussion materials presented by
Barclays Capital Inc. to the board of directors of the general partner of Hiland
Holdings (the Board of Directors) and the conflicts committee of the Board of
Directors on June 1, 2009 and to the conflicts committee of the Board of Directors on
March 2, 2009, March 13, 2009 and May 27, 2009 are set forth as Exhibits (c)(17),
(c)(18), (c)(19) and (c)(20), respectively, hereto and are incorporated herein by
reference. The information set forth under the following captions in the Definitive
Proxy Statement is incorporated herein by reference:
|
|
|
|
Summary Term SheetOpinion of Financial Advisors
|
|
|
|
Special FactorsBackground of the Mergers
|
|
|
|
Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Special FactorsOpinion of Financial Advisor of Hiland Holdings
|
|
|
|
Special FactorsPosition of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
|
Special FactorsSummary of Analyses of Wells Fargo Securities
|
|
|
|
Special FactorsEffects of the Mergers
|
|
|
|
Special FactorsEstimated Fees and Expenses
|
|
|
|
Other Matters and
|
|
|
|
|
Annex D: Opinion of Barclays Capital Inc.
|
|
|
|
|
The written opinion of Barclays Capital Inc. is attached to the Definitive Proxy
Statement as Annex D and is incorporated herein by reference
|
|
|
|
|
The presentation of Barclays Capital, Inc. to the Conflicts Committee of the Board of Directors
of Hiland Holdings, dated November 3, 2009, is attached hereto
as Exhibit (c)(21) and is
incorporated herein by reference. The information set forth under the following captions in the
Proxy Supplement is incorporated herein by reference:
|
|
|
|
Update to Summary Term SheetOpinions of Financial Advisors
|
|
|
|
Update to Special FactorsBackground of the Mergers
|
|
|
|
Update to Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Update to Special FactorsOpinion of Financial
Advisor of the Hiland Holdings Conflicts Committee
|
|
|
|
Update to Special FactorsPosition of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
|
Annex D: Opinion of Barclays Capital Inc.
|
|
|
(c)
|
|
Availability of Documents
. The reports, opinions or appraisals referenced in this Item 9 are
filed herewith and will be made available for inspection and copying at the principal
executive offices of Hiland Holdings during its regular business hours by any interested
unitholder of Hiland Holdings.
|
Item 10. Source and Amount of Funds or Other Consideration
Regulation M-A Item 1007
(a)-(b)
|
|
Source of Funds; Conditions.
The information set forth under the following captions in
the Definitive Proxy Statement is incorporated herein by reference:
|
- 9 -
|
|
Summary Term SheetConditions to Completion of the Mergers
|
|
|
|
Summary Term SheetFees and Expenses; Remedies
|
|
|
|
Summary Term SheetFinancing of the Mergers
|
|
|
|
Special FactorsBackground of the Mergers
|
|
|
|
Special FactorsInterests of Certain Persons in the Mergers and
|
|
|
|
Special FactorsFinancing of the Mergers
|
|
|
|
|
The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
|
|
|
|
Update to Summary Term SheetFees and Expenses; Remedies
|
|
|
|
Update to Summary Term SheetInterests of Certain Persons in
the Mergers
|
|
|
|
Update to Summary Term SheetFinancing of the Mergers
|
|
|
|
Update to Special FactorsBackground of the Mergers
|
|
|
|
Update to Special FactorsUpdates to Interests of Certain Persons in
the Mergers
|
|
|
|
Update to Special FactorsFinancing of the Mergers
|
|
|
(c)
|
|
Expenses.
The information set forth under the following captions in the Definitive Proxy
Statement is incorporated herein by reference:
|
|
|
|
Summary Term SheetFees and Expenses; Remedies
|
|
|
|
Summary Term SheetFinancing of the Mergers
|
|
|
|
Special FactorsBackground of the Mergers
|
|
|
|
Special FactorsFinancing of the Mergers
|
|
|
|
Special FactorsEstimated Fees and Expenses and
|
|
|
|
The Hiland Holdings Merger AgreementReimbursement of Certain Expenses
|
|
|
|
|
The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
|
|
|
|
Update to Summary Term SheetFees and Expenses; Remedies
|
|
|
|
Update to Summary Term SheetFinancing of the Mergers
|
|
|
|
Update to Special FactorsBackground of the Mergers
|
|
|
|
Update to Special FactorsFinancing of
the Mergers
|
|
|
(d)
|
|
Borrowed Funds.
Not applicable.
|
Item 11. Interest in Securities of the Subject Company
Regulation M-A Item 1008
(a)-(b)
|
|
Securities Ownership; Securities Transactions.
The information set forth under the
following captions in the Definitive Proxy Statement is incorporated herein by reference:
|
|
|
|
Summary Term SheetThe PartiesThe Hiland Companies
|
|
|
|
Summary Term SheetThe PartiesHarold Hamm, Parent and Merger Subs
|
|
|
|
Summary Term SheetEffects of the MergersContinued Investment by Harold Hamm, certain
of his Affiliates and the Hamm family trusts
|
|
|
|
Special FactorsInterests of Certain Persons in the Mergers
|
|
|
|
Security Ownership of Certain Beneficial Owners and ManagementBeneficial Ownership of
Hiland Holdings and
|
|
|
|
Certain Purchases and Sales of Hiland Companies Common UnitsHiland Holdings
|
|
|
|
|
The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
|
|
|
|
Update to Special FactorsUpdates to Interests of Certain Persons in the
Mergers
|
|
Item 12. The Solicitation or Recommendation
Regulation M-A Item 1012
(d)-(e)
|
|
Intent to Tender or Vote in a Going-Private Transaction; Recommendations of Others.
The
information set forth under the following captions in the Definitive Proxy Statement is
incorporated herein by reference:
|
|
|
|
Summary Term SheetRecommendations of Hiland Companies Boards of Directors and
Conflicts Committees
|
|
|
|
Summary Term SheetThe Special MeetingsRequired Unitholder Votes; Support Agreements
|
|
|
|
Special FactorsBackground of the Mergers
|
|
|
|
Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Special FactorsPosition of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
|
Special FactorsReasons of Combined Schedule 13E-3 Filing Persons for the Mergers
|
|
|
|
Special FactorsInterests of Certain Persons in the Mergers
|
|
|
|
Special FactorsStructure and Steps of the MergersThe Hiland Holdings Support
Agreement
|
|
|
|
Information about the Special Meetings and VotingVote Required at Hiland Holdings
Special Meeting; How Units are Voted and
|
|
|
|
The Hiland Holdings Merger AgreementRecommendation
|
|
|
|
|
The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
|
|
|
|
Update to Summary Term SheetRecommendations of the Hiland Companies Board of Directors and
Conflicts Committees
|
|
|
|
Update to Special FactorsBackground of the Mergers
|
|
|
|
Update to Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
|
|
|
|
Update to Special FactorsPosition of HPGP Schedule 13E-3 Filing Persons as to the Fairness of
the Hiland Holdings Merger
|
|
|
|
Update to Special FactorsUpdates to Interests of Certain Persons in
the Mergers
|
|
|
|
Information about the Special Meetings and VotingVote Required at Hiland Holdings Special
Meeting; How Units are Voted
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- 10 -
Item 13. Financial Statements
Regulation M-A Item 1010
(a)
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Financial Information.
The information set forth under the caption Selected Historical
Consolidated Financial DataHiland Holdings, in the Definitive Proxy Statement is
incorporated herein by reference. Hiland Holdings Annual Report on Form 10-K for the years
ended December 31, 2008 and December 31, 2007 as well as its quarterly report on Form 10-Q for
the quarter ended March 31, 2009 are incorporated herein by reference.
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The information set forth in Annex F of the Proxy Supplement is incorporated herein by reference.
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(b)
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Pro Forma Information.
Not applicable.
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Item 14. Persons/Assets, Retained, Employed, Compensated or Used
Regulation M-A Item 1009
(a)-(b)
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Solicitations or Recommendations; Employees and Corporate Assets.
The information set
forth under the following captions in the Definitive Proxy Statement is incorporated herein
by reference:
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Summary Term Sheet
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Questions and Answers about the Mergers and the Special MeetingsWho can help answer my
questions?
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Special FactorsBackground of the Mergers
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Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
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Special FactorsOpinion of Financial Advisor of Hiland Holdings
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Special FactorsInterests of Certain Persons in the Mergers
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Special FactorsEstimated Fees and Expenses
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Information about the Special Meetings and VotingWho to Call for Assistance and
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Information about the Special Meetings and VotingProxy Solicitation
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The information set forth under the following captions in the Proxy Supplement is incorporated
herein by reference:
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Questions and Answers about the Amendments and the Adjourned Special MeetingsWho can help answer
my questions?
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Update to Special FactorsRecommendation of the Hiland Holdings Conflicts Committee and Hiland
Holdings Board of Directors; Reasons for Recommending Approval of the Merger
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Update to Special FactorsUpdates to Interests of
Certain Persons in the Mergers
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Information about the Special Meetings and VotingWho to Call for Assistance
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Information about the Special Meetings and VotingProxy Solicitation
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Item 15. Additional Information
Regulation M-A Item 1011
(b) The information set forth in the Definitive Proxy Statement and annexes thereto is
incorporated herein by reference.
The information set forth in the Proxy Supplement and annexes thereto is
incorporated herein by reference.
Item 16. Exhibits
Regulation M-A Item 1016
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Exhibit No.
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Description
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*(a)(1)
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Definitive Proxy Statement of Hiland Holdings GP, LP and Hiland Partners, LP
(incorporated by reference to the Hiland Holdings GP, LP and Hiland Partners, LP Joint
Definitive Proxy Statement filed with the Securities and Exchange
Commission on September 11,
2009).
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*(a)(2)
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Form of Proxy Card for Hiland
Holdings GP, LP unitholders (attached to the Definitive Proxy
Statement filed herewith as Exhibit (a)(1)).
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*(a)(3)
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Joint press release issued by Hiland Holdings GP, LP and Hiland Partners, LP, dated June
1, 2009 (incorporated by reference to Exhibit 99.1 to Hiland Holdings GP, LPs Form 8-K,
dated June 1, 2009 and filed June 1, 2009).
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*(a)(4)
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Joint Press Release issued by Hiland Partners, LP and
Hiland Holdings GP, LP, dated October 20, 2009
(incorporated by reference to the materials filed under
cover of Schedule 14A filed on October 20, 2009).
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*(a)(5)
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Joint Press Release issued by Hiland Partners, LP and
Hiland Holdings GP, LP, dated October 26, 2009
(incorporated by reference to the materials filed under
cover of Schedule 14A filed on October 26, 2009).
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*(a)(6)
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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
(incorporated by reference to Exhibit 2.1 of the materials
filed under cover of Schedule 14A filed on October 27,
2009).
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*(a)(7)
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Joint Press Release issued by Hiland Partners, LP and
Hiland Holdings GP, LP on October 27, 2009 (incorporated by
reference to Exhibit 99.1 of the materials filed under
cover of Schedule 14A filed on October 27, 2009).
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*(a)(8)
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Joint Press Release issued by Hiland Partners, LP and Hiland Holdings
GP, LP, dated November 3, 2009 (incorporated by reference to the
materials filed under cover of Schedule 14A on November 4, 2009).
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*(a)(9)
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Joint Proxy Statement Supplement of Hiland Holdings GP, LP and Hiland Partners, LP (incorporated by reference to the Hiland Holdings GP, LP and Hiland Partners, LP Joint Proxy Statement
Supplement, as filed on Schedule 14A with the Securities Exchange Commission on
November 9, 2009).
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(a)(10)
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Joint Proxy Statement Supplement of Hiland Holdings GP, LP and Hiland Partners, LP
(incorporated by reference to the Hiland Holdings GP, LP and Hiland Partners, LP Joint Proxy
Statement Supplement, as filed on Schedule 14A with the Securities Exchange Commission on
November 18, 2009).
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(a)(11)
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Form of Proxy Card for Hiland Holdings GP, LP unitholders
(attached to the Joint Proxy Statement Supplement filed herewith as Exhibit (a)(10)).
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- 11 -
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Exhibit No.
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Description
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*(c)(1)
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Opinion of Barclays Capital Inc. to the conflicts committee of the board of directors of
Hiland Holdings GP, LP, dated June 1, 2009 (included as Annex F of the Definitive Proxy
Statement filed herewith as Exhibit (a)(1)).
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*(c)(2)
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Discussion materials prepared by
Barclays Capital Inc., dated November 17, 2008 (incorporated by
reference to Exhibit (c)(2) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(3)
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Discussion materials prepared by
Barclays Capital Inc., dated November 20, 2008 (incorporated by
reference to Exhibit (c)(3) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(4)
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Presentation materials prepared by Wells Fargo Securities, LLC, dated
December 18, 2008 (incorporated by
reference to Exhibit (c)(4) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(5)
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Presentation materials prepared by Wells Fargo Securities, LLC, dated
January 5, 2008 (incorporated by
reference to Exhibit (c)(5) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(6)
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Presentation materials prepared by Wells Fargo Securities, LLC, dated
January 8, 2009 (incorporated by
reference to Exhibit (c)(6) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(7)
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Presentation materials prepared by Wells Fargo Securities, LLC, dated
January 9, 2009 (incorporated by
reference to Exhibit (c)(7) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(8)
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Presentation materials prepared by Wells Fargo Securities, LLC, dated
January 21, 2009 (incorporated by
reference to Exhibit (c)(8) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(9)
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Presentation materials prepared by Wells Fargo Securities, LLC,
dated March 3, 2009 (incorporated by
reference to Exhibit (c)(9) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(10)
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Presentation materials prepared by Wells Fargo Securities, LLC, dated
March 3, 2009 (incorporated by
reference to Exhibit (c)(10) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(11)
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Presentation materials prepared by Wells Fargo Securities, LLC,
dated March 13, 2009 (incorporated by
reference to Exhibit (c)(11) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(12)
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Presentation materials prepared by Wells Fargo Securities, LLC,
dated March 16, 2009 (incorporated by
reference to Exhibit (c)(12) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(13)
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Presentation materials prepared by Wells Fargo Securities, LLC,
dated March 16, 2009 (incorporated by
reference to Exhibit (c)(13) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(14)
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Presentation materials prepared by Wells Fargo Securities, LLC,
dated March 17, 2009 (incorporated by
reference to Exhibit (c)(14) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(15)
|
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Presentation materials prepared by Wells Fargo Securities, LLC,
dated March 17, 2009 (incorporated by
reference to Exhibit (c)(15) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(16)
|
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Presentation materials prepared by Wells Fargo Securities, LLC, dated April 16, 2009 (incorporated by
reference to Exhibit (c)(16) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(17)
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Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland
Partners GP Holdings, LLC on March 2, 2009.
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*(c)(18)
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Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland
Partners GP Holdings, LLC on March 13, 2009.
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*(c)(19)
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Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland
Partners GP Holdings, LLC on May 27, 2009.
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*(c)(20)
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Materials presented by Barclays Capital Inc. to the conflicts committee and board of directors of Hiland Partners
GP Holdings, LLC on June 1, 2009.
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*(c)(21)
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Materials presented by Barclays Capital Inc. to the conflicts committee of the board of
directors of Hiland Partners GP Holdings, LLC on November 3, 2009.
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*(d)(1)
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Agreement and Plan of Merger, dated as of June 1, 2009, by and between HH GP Holding,
LLC, HPGP MergerCo, LLC, Hiland Partners GP Holdings, LLC and Hiland Holdings GP, LP
(included as Annex D of the Definitive Proxy Statement filed herewith as Exhibit
(a)(1)).
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*(d)(2)
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Hiland Holdings funding and equity rollover commitment letter, dated as of June 1, 2009,
by and between Harold Hamm and HH GP Holding, LLC (incorporated by reference to Exhibit
2.3 of the Current Report on Form 8-K filed by Hiland Holdings on June 1, 2009).
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*(d)(3)
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Hiland Holdings Support Agreement, dated as of June 1, 2009, by and between Hiland
Holdings GP, LP, Hiland Partners GP Holdings, LLC, Harold Hamm, Continental Gas Holdings,
Inc., Bert Mackie, as trustee of the Harold Hamm DST Trust and the Harold Hamm HJ Trust,
HH GP Holding, LLC and HPGP MergerCo, LLC (incorporated by reference to Exhibit 2.5 of
the Current Report on Form 8-K filed by Hiland Holdings on June 1, 2009).
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*(d)(4)
|
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Amendment No. 2, dated November 3, 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 (incorporated by reference to Exhibit 2.1 to Hiland
Holdings GP, LPs Current Report on Form 8-K filed on November 4,
2009).
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*(d)(5)
|
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Amendment No. 1, dated November 3, 2009, to the funding and equity
rollover commitment letter, dated as of June 1, 2009, by and between
Harold Hamm and HH GP Holding, LLC (related to the Hiland Holdings
GP, LP merger)(incorporated by reference to Exhibit 2.3 to Hiland
Holdings GP, LPs Current Report on Form 8-K filed on November 4,
2009).
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*(d)(6)
|
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Term Promissory Note dated November 3, 2009 of Hiland Holdings GP, LP in favor of Harold
Hamm (incorporated by reference to Exhibit 10.1 to Hiland Holdings GP, LPs Current Report
on Form 8-K filed on November 4, 2009).
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(f)
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None.
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(g)
|
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None.
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*
Previously filed.
- 12 -
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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Dated: November 18, 2009
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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
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Finance and Secretary
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Dated: November 18, 2009
|
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HILAND PARTNERS GP HOLDINGS, LLC
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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
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Finance and Secretary
|
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Dated: November 18, 2009
|
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HPGP MERGERCO, LLC
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By:
|
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/s/ Harold Hamm
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Name:
|
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Harold Hamm
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Title:
|
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President
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Dated: November 18, 2009
|
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HH GP HOLDING, LLC
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By:
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/s/ Harold Hamm
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Name:
|
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Harold Hamm
|
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|
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Title:
|
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Sole Member
|
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Dated: November 18, 2009
|
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CONTINENTAL GAS HOLDINGS, INC.
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By:
|
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/s/ Harold Hamm
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Name:
|
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Harold Hamm
|
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|
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Title:
|
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Sole Director
|
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|
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Dated: November 18, 2009
|
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HAROLD HAMM DST TRUST
|
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By:
|
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/s/ Bert Mackie
|
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Name:
|
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Bert Mackie
|
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|
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Title:
|
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Trustee
|
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Dated: November 18, 2009
|
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HAROLD HAMM HJ TRUST
|
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By:
|
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/s/ Bert Mackie
|
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Name:
|
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Bert Mackie
|
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|
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Title:
|
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Trustee
|
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Dated: November 18, 2009
|
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HAROLD HAMM
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/s/ Harold Hamm
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Harold Hamm
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13
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Dated: November 18, 2009
|
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JOSEPH L. GRIFFIN
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/s/ Joseph L. Griffin
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Joseph L. Griffin
|
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Dated: November 18, 2009
|
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MATTHEW S. HARRISON
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/s/ Matthew S. Harrison
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Matthew S. Harrison
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Dated: November 18, 2009
|
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BERT MACKIE
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/s/ Bert Mackie
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Bert Mackie
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14
EXHIBIT INDEX
|
|
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Exhibit No.
|
|
Description
|
|
|
|
*(a)(1)
|
|
Definitive Proxy Statement of Hiland Holdings GP, LP and Hiland Partners, LP
(incorporated by reference to the Hiland Holdings GP, LP and Hiland Partners, LP Joint
Definitive Proxy Statement filed with the Securities and Exchange
Commission on September 11,
2009).
|
|
|
|
*(a)(2)
|
|
Form of Proxy Card for Hiland
Holdings GP, LP unitholders (attached to the Definitive Proxy
Statement filed herewith as Exhibit (a)(1)).
|
|
|
|
*(a)(3)
|
|
Joint press release issued by Hiland Holdings GP, LP and Hiland Partners, LP, dated June
1, 2009 (incorporated by reference to Exhibit 99.1 to Hiland Holdings GP, LPs Form 8-K,
dated June 1, 2009 and filed June 1, 2009).
|
|
|
|
*(a)(4)
|
|
Joint Press Release issued by Hiland Partners, LP and
Hiland Holdings GP, LP, dated October 20, 2009
(incorporated by reference to the materials filed under
cover of Schedule 14A filed on October 20, 2009).
|
|
|
|
*(a)(5)
|
|
Joint Press Release issued by Hiland Partners, LP and
Hiland Holdings GP, LP, dated October 26, 2009
(incorporated by reference to the materials filed under
cover of Schedule 14A filed on October 26, 2009).
|
|
|
|
*(a)(6)
|
|
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
(incorporated by reference to Exhibit 2.1 of the materials
filed under cover of Schedule 14A filed on October 27,
2009).
|
|
|
|
*(a)(7)
|
|
Joint Press Release issued by Hiland Partners, LP and
Hiland Holdings GP, LP on October 27, 2009 (incorporated by
reference to Exhibit 99.1 of the materials filed under
cover of Schedule 14A filed on October 27, 2009).
|
|
|
|
|
*(a)(8)
|
|
Joint Press Release issued by Hiland Partners, LP and Hiland Holdings
GP, LP, dated November 3, 2009 (incorporated by reference to the
materials filed under cover of Schedule 14A on November 4, 2009).
|
|
|
|
|
|
*(a)(9)
|
|
Joint Proxy Statement Supplement of Hiland Holdings GP, LP and Hiland Partners, LP (incorporated by reference to the Hiland Holdings GP, LP and Hiland Partners, LP Joint Proxy Statement
Supplement, as filed on Schedule 14A with the Securities Exchange
Commission on November 9, 2009).
|
|
|
|
(a)(10)
|
|
Joint Proxy Statement Supplement of Hiland Holdings GP, LP and Hiland Partners, LP
(incorporated by reference to the Hiland Holdings GP, LP and Hiland Partners, LP Joint Proxy
Statement Supplement, as filed on Schedule 14A with the Securities Exchange Commission on
November 18, 2009).
|
|
|
|
|
|
(a)(11)
|
|
Form of Proxy Card for Hiland Holdings GP, LP unitholders
(attached to the Joint Proxy Statement Supplement filed herewith as Exhibit (a)(10)).
|
|
|
|
|
*(c)(1)
|
|
Opinion of Barclays Capital Inc. to the conflicts committee of the board of directors of
Hiland Holdings GP, LP, dated June 1, 2009 (included as Annex F of the Definitive Proxy
Statement filed herewith as Exhibit (a)(1)).
|
|
|
|
*(c)(2)
|
|
Discussion materials prepared by
Barclays Capital Inc., dated November 17, 2008 (incorporated by
reference to Exhibit (c)(2) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
|
|
|
|
*(c)(3)
|
|
Discussion materials prepared by
Barclays Capital Inc., dated November 20, 2008 (incorporated by
reference to Exhibit (c)(3) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
|
|
|
|
*(c)(4)
|
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated
December 18, 2008 (incorporated by
reference to Exhibit (c)(4) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
|
|
|
|
*(c)(5)
|
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated
January 5, 2008 (incorporated by
reference to Exhibit (c)(5) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
|
|
|
|
*(c)(6)
|
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated
January 8, 2009 (incorporated by
reference to Exhibit (c)(6) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
|
|
|
|
*(c)(7)
|
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated
January 9, 2009 (incorporated by
reference to Exhibit (c)(7) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
|
|
|
|
*(c)(8)
|
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated
January 21, 2009 (incorporated by
reference to Exhibit (c)(8) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
|
|
|
|
*(c)(9)
|
|
Presentation materials prepared by Wells Fargo Securities, LLC,
dated March 3, 2009 (incorporated by
reference to Exhibit (c)(9) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
|
|
|
|
*(c)(10)
|
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated
March 3, 2009 (incorporated by
reference to Exhibit (c)(10) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
|
|
|
|
*(c)(11)
|
|
Presentation materials prepared by Wells Fargo Securities, LLC,
dated March 13, 2009 (incorporated by
reference to Exhibit (c)(11) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
|
15
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Exhibit No.
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Description
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*(c)(12)
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Presentation materials prepared by Wells Fargo Securities, LLC,
dated March 16, 2009 (incorporated by
reference to Exhibit (c)(12) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(13)
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Presentation materials prepared by Wells Fargo Securities, LLC,
dated March 16, 2009 (incorporated by
reference to Exhibit (c)(13) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(14)
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Presentation materials prepared by Wells Fargo Securities, LLC,
dated March 17, 2009 (incorporated by
reference to Exhibit (c)(14) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(15)
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Presentation materials prepared by Wells Fargo Securities, LLC,
dated March 17, 2009 (incorporated by
reference to Exhibit (c)(15) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(16)
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Presentation materials prepared by Wells Fargo Securities, LLC, dated April 16, 2009 (incorporated by
reference to Exhibit (c)(16) to the Hiland Partners, LP Schedule 13E-3
filed with the Securities and Exchange Commission on July 1, 2009).
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*(c)(17)
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Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland
Partners GP Holdings, LLC on March 2, 2009.
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*(c)(18)
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Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland
Partners GP Holdings, LLC on March 13, 2009.
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*(c)(19)
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Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland
Partners GP Holdings, LLC on May 27, 2009.
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*(c)(20)
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Materials presented by Barclays Capital Inc. to the conflicts committee and board of directors of Hiland Partners
GP Holdings, LLC on June 1, 2009.
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*(c)(21)
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Materials presented by Barclays Capital Inc. to the conflicts committee of the board of
directors of Hiland Partners GP Holdings, LLC on November 3, 2009.
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*(d)(1)
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Agreement and Plan of Merger, dated as of June 1, 2009, by and between HH GP Holding,
LLC, HPGP MergerCo, LLC, Hiland Partners GP Holdings, LLC and Hiland Holdings GP, LP
(included as Annex D of the Definitive Proxy Statement filed herewith as Exhibit
(a)(1)).
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*(d)(2)
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Hiland Holdings funding and equity rollover commitment letter, dated as of June 1, 2009,
by and between Harold Hamm and HH GP Holding, LLC (incorporated by reference to Exhibit
2.3 of the Current Report on Form 8-K filed by Hiland Holdings on June 1, 2009).
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*(d)(3)
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Hiland Holdings Support Agreement, dated as of June 1, 2009, by and between Hiland
Holdings GP, LP, Hiland Partners GP Holdings, LLC, Harold Hamm, Continental Gas Holdings,
Inc., Bert Mackie, as trustee of the Harold Hamm DST Trust and the Harold Hamm HJ Trust,
HH GP Holding, LLC and HPGP MergerCo, LLC (incorporated by reference to Exhibit 2.5 of
the Current Report on Form 8-K filed by Hiland Holdings on June 1, 2009).
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*(d)(4)
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Amendment No. 2, dated November 3, 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 (incorporated by reference to Exhibit 2.1 to Hiland
Holdings GP, LPs Current Report on Form 8-K filed on November 4,
2009).
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*(d)(5)
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Amendment No. 1, dated November 3, 2009, to the funding and equity
rollover commitment letter, dated as of June 1, 2009, by and between
Harold Hamm and HH GP Holding, LLC (related to the Hiland Holdings
GP, LP merger)(incorporated by reference to Exhibit 2.3 to Hiland
Holdings GP, LPs Current Report on Form 8-K filed on November 4,
2009).
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*(d)(6)
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Term Promissory Note dated November 3, 2009 of Hiland Holdings GP, LP in favor of Harold
Hamm (incorporated by reference to Exhibit 10.1 to Hiland Holdings GP, LPs Current Report
on Form 8-K filed on November 4, 2009).
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(f)
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None.
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(g)
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None.
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*
Previously filed.
16
Hiland Holdings GP, LP (MM) (NASDAQ:HPGP)
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