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Share Name | Share Symbol | Market | Type |
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Hiland Holdings GP, LP (MM) | NASDAQ:HPGP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 3.20 | 0 | 01:00:00 |
Douglas E. McWilliams | Joshua Davidson | |
Vinson & Elkins LLP | Paul F. Perea | |
1001 Fannin Street, Suite 2500 | Baker Botts L.L.P. | |
Houston, Texas 77002 | 910 Louisiana Street | |
Telephone: (713) 758-2222 | Houston, Texas 77002 | |
Telephone: (713) 229-1234 |
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a. | 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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b. | The filing of a registration statement under the Securities Act of 1933. | ||
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c. | A tender offer. | ||
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d. | None of the above. |
Transaction Valuation* | Amount of Filing Fee | ||||
$27,155,034
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$1,516 | ||||
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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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þ | 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. |
Amount previously paid:
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$2,861 | |
Filing Party:
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Hiland Partners, LP and Hiland Holdings GP, LP | |
Form or registration No.:
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Schedule 14A | |
Date Filed:
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July 1, 2009 |
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(a) | 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. | |
(b) | 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. | |
(c)-(d) | 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. | |
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. | ||
(e) | 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. | |
(f) | 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. |
(a)-(b) | 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. | |
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. | ||
Harold Hamm DST Trust, an irrevocable trust formed by Harold Hamm under Oklahoma law, with Bert Mackie acting as trustee. | ||
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. | ||
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. | ||
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. | ||
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. | ||
Bert Mackie
Hamm Financial Group 302 North Independence Enid, Oklahoma 73701 (580) 548-5200 Personal Asset Manager |
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(c) | 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. |
Name | Business Address | Employment History | ||
Harold Hamm
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302 North Independence
Enid, Oklahoma 73701 Telephone: (580) 233-8955 |
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 | Business Address | Employment History | ||
Joseph L. Griffin
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205 West Maple, Suite 1100 Enid, Oklahoma 73701 Telephone: (580) 242-6040 | 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 | 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 |
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. |
(a) | Material Terms. The information set forth under the following captions in the Definitive Proxy Statement is incorporated herein by reference: | |
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 | ||
The information set forth under the following captions in the Proxy Supplement is incorporated herein by reference: | ||
Update to Summary Term Sheet | ||
Questions and Answers about the Amendments and the Adjourned Special Meetings | ||
Update to Special Factors | ||
Information about the Special Meetings and Voting | ||
Summary of Amendments to the Hiland Holdings Merger Agreement | ||
Annex C Amendment No. 2 to the Hiland Holdings Merger Agreement | ||
(c) | Different Terms. The information set forth under the following captions in the Definitive Proxy Statement is incorporated herein by reference: | |
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: | ||
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 | ||
(d) | Appraisal Rights. The information set forth under the following captions in the Definitive Proxy Statement is incorporated herein by reference: | |
Summary Term SheetNo Appraisal Rights and
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Special FactorsNo Appraisal Rights | ||
(e) | 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. | |
(f) | Eligibility for Listing or Trading. Not applicable. |
(a) | Transactions. None. | |
(b) | Significant Corporate Events. The information set forth under the following captions in the Definitive Proxy Statement is incorporated herein by reference: | |
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 | ||
The information set forth under the following captions in the Proxy Supplement is incorporated herein by reference: | ||
Update to Special FactorsBackground of the Mergers | ||
(c) | Negotiations or Contacts. The information set forth under the following captions in the Definitive Proxy Statement is incorporated herein by reference: | |
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 | ||
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 | ||
The information set forth under the following captions in the Proxy Supplement is incorporated herein by reference: | ||
Update to Special FactorsBackground of the Mergers | ||
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(e) | Agreements Involving the Subject Companys Securities. 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
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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 | ||
Security Ownership of Certain Beneficial Owners and Management
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Annex A: Hiland Holdings Merger Agreement and | ||
Annex E: Support Agreement (related to Hiland Holdings Merger) | ||
The information set forth under the following captions in the Proxy Supplement is incorporated herein by reference: | ||
Update to Summary Term SheetAmendments to the Merger Agreements | ||
Update to Summary Term SheetInterests of Certain Persons in the Mergers | ||
Update to Summary Term SheetFinancing of the Mergers | ||
Update to Special FactorsUpdates to Interests of Certain Persons in the Mergers | ||
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 | ||
(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
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Special FactorsEffects of the Mergers
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Special FactorsPrimary Benefits and Detriments of the Mergers
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Special FactorsInterests of Certain Persons in the MergersHarold Hamm and the other
Hamm Continuing Investors
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Special FactorsStructure and Steps of the Mergers and
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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
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Special FactorsBackground of the Mergers
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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 FactorsPrimary Benefits and Detriments 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 FactorsFinancing of the Mergers
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The Hiland Holdings Merger Agreement and
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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 | ||
(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
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Summary Term SheetEffects of the MergersGoing Private Transaction
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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 and
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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
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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 |
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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 | ||
(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
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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 |
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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 | ||
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. |
(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. |
(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. |
(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 | ||
(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 | ||
- 10 -
(a) | 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. | |
The information set forth in Annex F of the Proxy Supplement is incorporated herein by reference. | ||
(b) | Pro Forma Information. Not applicable. |
(a)-(b) | 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: | |
Summary Term Sheet | ||
Questions and Answers about the Mergers and the Special MeetingsWho can help answer my questions? | ||
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 FactorsInterests of Certain Persons in the Mergers | ||
Special FactorsEstimated Fees and Expenses | ||
Information about the Special Meetings and VotingWho to Call for Assistance and | ||
Information about the Special Meetings and VotingProxy Solicitation | ||
The information set forth under the following captions in the Proxy Supplement is incorporated herein by reference: | ||
Questions and Answers about the Amendments and the Adjourned Special MeetingsWho can help answer my questions? | ||
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 FactorsUpdates to Interests of Certain Persons in the Mergers | ||
Information about the Special Meetings and VotingWho to Call for Assistance | ||
Information about the Special Meetings and VotingProxy Solicitation | ||
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)). |
- 11 -
Exhibit No. | Description | |
|
||
*(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). | |
|
||
*(c)(12)
|
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). | |
|
||
*(c)(13)
|
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). | |
|
||
*(c)(14)
|
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). | |
|
||
*(c)(15)
|
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). | |
|
||
*(c)(16)
|
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). | |
|
||
*(c)(17)
|
Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland Partners GP Holdings, LLC on March 2, 2009. | |
|
||
*(c)(18)
|
Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland Partners GP Holdings, LLC on March 13, 2009. | |
|
||
*(c)(19)
|
Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland Partners GP Holdings, LLC on May 27, 2009. | |
|
||
*(c)(20)
|
Materials presented by Barclays Capital Inc. to the conflicts committee and board of directors of Hiland Partners GP Holdings, LLC on June 1, 2009. | |
|
||
*(c)(21)
|
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. | |
|
||
*(d)(1)
|
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)). | |
|
||
*(d)(2)
|
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). | |
|
||
*(d)(3)
|
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). | |
|
||
*(d)(4)
|
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). | |
|
||
*(d)(5)
|
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). | |
|
||
*(d)(6)
|
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). | |
(f)
|
None. | |
|
||
(g)
|
None. |
- 12 -
Dated: November 18, 2009 | HILAND HOLDINGS GP, LP | |||||
|
||||||
|
By: | Hiland Partners GP Holdings, LLC, | ||||
|
its general partner | |||||
|
||||||
|
By: | /s/ Matthew S. Harrison | ||||
|
Name: |
|
||||
|
Title: | Chief Financial Officer, Vice President | ||||
|
Finance and Secretary | |||||
|
||||||
Dated: November 18, 2009 | HILAND PARTNERS GP HOLDINGS, LLC | |||||
|
||||||
|
By: | /s/ Matthew S. Harrison | ||||
|
||||||
|
Name: | Matthew S. Harrison | ||||
|
Title: | Chief Financial Officer, Vice President | ||||
|
Finance and Secretary | |||||
|
||||||
Dated: November 18, 2009 | HPGP MERGERCO, LLC | |||||
|
||||||
|
By: | /s/ Harold Hamm | ||||
|
||||||
|
Name: | Harold Hamm | ||||
|
Title: | President | ||||
|
||||||
Dated: November 18, 2009 | HH GP HOLDING, LLC | |||||
|
||||||
|
By: | /s/ Harold Hamm | ||||
|
||||||
|
Name: | Harold Hamm | ||||
|
Title: | Sole Member | ||||
|
||||||
Dated: November 18, 2009 | CONTINENTAL GAS HOLDINGS, INC. | |||||
|
||||||
|
By: | /s/ Harold Hamm | ||||
|
||||||
|
Name: | Harold Hamm | ||||
|
Title: | Sole Director | ||||
|
||||||
Dated: November 18, 2009 | HAROLD HAMM DST TRUST | |||||
|
||||||
|
By: | /s/ Bert Mackie | ||||
|
||||||
|
Name: | Bert Mackie | ||||
|
Title: | Trustee | ||||
|
||||||
Dated: November 18, 2009 | HAROLD HAMM HJ TRUST | |||||
|
||||||
|
By: | /s/ Bert Mackie | ||||
|
||||||
|
Name: | Bert Mackie | ||||
|
Title: | Trustee | ||||
|
||||||
Dated: November 18, 2009 | HAROLD HAMM | |||||
|
/s/ Harold Hamm | |||||
Harold Hamm |
13
Dated: November 18, 2009 | JOSEPH L. GRIFFIN | |||||
|
/s/ Joseph L. Griffin | |||||
Joseph L. Griffin | ||||||
|
||||||
Dated: November 18, 2009 | MATTHEW S. HARRISON | |||||
|
/s/ Matthew S. Harrison | |||||
Matthew S. Harrison | ||||||
|
||||||
Dated: November 18, 2009 | BERT MACKIE | |||||
|
/s/ Bert Mackie | |||||
Bert Mackie |
14
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
Exhibit No. | Description | |
|
||
*(c)(12)
|
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). | |
|
||
*(c)(13)
|
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). | |
|
||
*(c)(14)
|
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). | |
|
||
*(c)(15)
|
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). | |
|
||
*(c)(16)
|
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). | |
|
||
*(c)(17)
|
Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland Partners GP Holdings, LLC on March 2, 2009. | |
|
||
*(c)(18)
|
Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland Partners GP Holdings, LLC on March 13, 2009. | |
|
||
*(c)(19)
|
Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland Partners GP Holdings, LLC on May 27, 2009. | |
|
||
*(c)(20)
|
Materials presented by Barclays Capital Inc. to the conflicts committee and board of directors of Hiland Partners GP Holdings, LLC on June 1, 2009. | |
|
||
*(c)(21)
|
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. | |
|
||
*(d)(1)
|
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)). | |
|
||
*(d)(2)
|
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). | |
|
||
*(d)(3)
|
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). | |
|
||
*(d)(4)
|
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). | |
|
||
*(d)(5)
|
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). | |
|
||
*(d)(6)
|
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). | |
(f)
|
None. | |
|
||
(g)
|
None. |
16
1 Year Hiland Holdings GP, LP (MM) Chart |
1 Month Hiland Holdings GP, LP (MM) Chart |
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