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 |
þ |
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. | ||
o |
b. | The filing of a registration statement under the Securities Act of 1933. | ||
o |
c. | A tender offer. | ||
o |
d. | None of the above. | ||
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: þ | ||||
Check the following box if the filing is a final amendment reporting the results of the transaction o. |
Transaction Valuation* | Amount of Filing Fee | ||||||
$30,896,608 |
$1,724 | ||||||
* | As of June 30, 2009, there were (i) 3,970,909 common units of Hiland Partners, LP outstanding that were owned by unitholders other than Hiland Holdings GP, LP and (ii) 15,750 restricted common units of Hiland Partners, LP outstanding that were owned by non-employee directors of the general partner of Hiland Partners, LP, which restricted common units will become fully vested as common units immediately prior to the closing of the merger. |
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: |
$2,861 | |
Filing Party: |
Hiland Partners, LP and Hiland Holdings GP, LP | |
Form or registration No.: |
Schedule 14A | |
Date Filed: |
July 1, 2009 |
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(a) | Name and Address. The name of the subject company is Hiland Partners, LP, 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 Partners of which 6,292,380 were issued and outstanding as of June 30, 2009. | |
(c)(d) | Trading Market and Price; Dividends. The information set forth under the caption Common Stock Market Price and Dividend Information in the Preliminary Proxy Statement is incorporated herein by reference. | |
(e) | Prior Public Offerings. There have been no underwritten public offerings of common units representing limited partner interests of Hiland Partners in the last three years. | |
(f) | Prior Stock Purchases. The information set forth under the caption Certain Purchases and Sales of Hiland Companies Common Units in the Preliminary 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 Preliminary Proxy Statement is incorporated herein by reference. |
Harold Hamm 302 North Independence Enid, Oklahoma 73701 (580) 233-8955 Chief Executive Officer and Chairman of the Board of Directors of Continental Resources, Inc.; 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 Chief Executive Officer, President and Director of each of Holdings GP and Hiland GP. |
||
Matthew S. Harrison 205 West Maple, Suite 1100 Enid, Oklahoma 73701 (580) 242-6040 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 |
||
(c) | Business and Background of Natural Persons. The information set forth under the caption Directors and Executive Officers of the Hiland Companies in the Preliminary 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) |
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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
|
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. | ||
Joseph L. Griffin
|
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. | ||
Matthew S. Harrison
|
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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Name | Business Address | Employment History | ||
Bert Mackie
|
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 Preliminary Proxy Statement is incorporated herein by reference: | |
Summary Term Sheet | ||
Questions and Answers about the Mergers and the Special Meetings | ||
Special Factors | ||
Information about the Special Meetings and Voting | ||
The Hiland Partners Merger Agreement and | ||
Annex A: Hiland Partners Merger Agreement | ||
(c) | Different Terms. The information set forth under the following captions in the Preliminary Proxy Statement is incorporated herein by reference: | |
Summary Term Sheet | ||
Questions and Answers about the Mergers and the Special Meetings | ||
Special FactorsEffects of the Mergers | ||
Special FactorsInterests of Certain Persons in the Mergers | ||
Special FactorsStructure and Steps of the Mergers | ||
Special FactorsProvisions for Unaffiliated Security Holders | ||
The Hiland Partners Merger AgreementEffect of the Merger on the Common Units and Certain Other Securities of Hiland Partners and Merger Sub and | ||
The Hiland Partners Merger AgreementOther Covenants and AgreementsIndemnification and Insurance | ||
(d) | Appraisal Rights. The information set forth under the following captions in the Preliminary Proxy Statement is incorporated herein by reference: | |
Summary Term SheetNo Appraisal Rights and | ||
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 Preliminary Proxy Statement is incorporated herein by reference. |
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(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 Preliminary Proxy Statement is incorporated herein by reference: | |
Summary Term Sheet | ||
Special FactorsBackground of the Mergers | ||
Special FactorsRecommendation of the Hiland Partners Conflicts Committee and Hiland Partners Board of Directors; Reasons for Recommending Approval of the Merger | ||
Special FactorsPosition of HLND Schedule 13E-3 Filing Persons as to the Fairness of the Hiland Partners 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 | ||
Special FactorsStructure and Steps of the Mergers | ||
The Hiland Partners Merger Agreement and | ||
Annex A: Hiland Partners Merger Agreement | ||
(c) | Negotiations or Contracts. The information set forth under the following captions in the Preliminary Proxy Statement is incorporated herein by reference: | |
Summary Term Sheet | ||
Special FactorsBackground of the Mergers | ||
Special FactorsRecommendation of the Hiland Partners Conflicts Committee and Hiland Partners Board of Directors; Reasons for Recommending Approval of the Merger | ||
Special FactorsPosition of HLND Schedule 13E-3 Filing Persons as to the Fairness of the Hiland Partners 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 | ||
Special FactorsStructure and Steps of the Mergers | ||
The Hiland Partners Merger Agreement and | ||
Annex A: Hiland Partners Merger Agreement | ||
(e) | Agreements Involving the Subject Companys Securities. The information set forth under the following captions in the Preliminary 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 SheetThe Special MeetingsRequired Unitholder Votes; Support Agreements | ||
Special FactorsInterests of Certain Persons in the Mergers | ||
Special FactorsStructure and Steps of the MergersThe Hiland Partners Support Agreement | ||
Special FactorsFinancing of the Mergers | ||
Security Ownership of Certain Beneficial Owners and Management and | ||
Annex B: Support Agreement (related to Hiland Partners Merger) |
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(b) | Use of Securities Acquired. The information set forth under the following captions in the Preliminary 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 A: Hiland Partners Merger Agreement |
(c)(1)(8) | Plans. The information set forth under the following captions in the Preliminary 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 Partners Merger Agreement and | ||
Annex A: Hiland Partners Merger Agreement |
(a) | Purposes. The information set forth under the following captions in the Preliminary 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 Partners Conflicts Committee and Hiland Partners Board of Directors; Reasons for Recommending Approval of the Merger | ||
Special FactorsPosition of HLND Schedule 13E-3 Filing Persons as to the Fairness of the Hiland Partners Merger | ||
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 |
(b) | Alternatives. The information set forth under the following captions in the Preliminary 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 Partners Conflicts Committee and Hiland Partners Board of Directors; Reasons for Recommending Approval of the Merger | ||
Special FactorsOpinion of Financial Advisor of Hiland Partners | ||
Special FactorsPosition of HLND Schedule 13E-3 Filing Persons as to the Fairness of the Hiland Partners Merger | ||
Special FactorsSummary of Analyses of Wells Fargo SecuritiesSummary of Strategic |
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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 Preliminary 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 Partners Conflicts Committee and Hiland Partners Board of Directors; Reasons for Recommending Approval of the Merger | ||
Special FactorsOpinion of Financial Advisor of Hiland Partners | ||
Special FactorsPosition of HLND Schedule 13E-3 Filing Persons as to the Fairness of the Hiland Partners 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 |
(d) | Effects. The information set forth under the following captions in the Preliminary 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 HLND Schedule 13E-3 Filing Persons as to the Fairness of the Hiland Partners 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 Partners Merger | ||
Special FactorsStructure and Steps of the Mergers | ||
The Hiland Partners Merger Agreement and | ||
Annex A: Hiland Partners Merger Agreement |
(a)(b) | Fairness; Factors Considered in Determining Fairness. The information set forth under the following captions in the Preliminary 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 Partners Conflicts Committee and Hiland Partners Board of Directors; Reasons for Recommending Approval of the Merger | ||
Special FactorsOpinion of Financial Advisor of Hiland Partners |
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Special Factors Position of HLND Schedule 13E-3 Filing Persons as to the Fairness of the Hiland Partners 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 C: Opinion of Jefferies & Company, Inc. |
(c) | Approval of Security Holders. The information set forth under the following captions in the Preliminary 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 Partners Conflicts Committee and Hiland Partners 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 Partners Special Meeting; How Units are Voted |
(d) | Unaffiliated Representative. The information set forth under the following captions in the Preliminary 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 Partners Conflicts Committee and Hiland Partners Board of Directors; Reasons for Recommending Approval of the Merger | ||
Special FactorsOpinion of Financial Advisor of Hiland Partners | ||
Special FactorsPosition of HLND Schedule 13E-3 Filing Persons as to the Fairness of the Hiland Partners 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 C: Opinion of Jefferies & Company, Inc. |
(e) | Approval of Directors. The information set forth under the following captions in the Preliminary 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 | ||
Special FactorsRecommendation of the Hiland Partners Conflicts Committee and Hiland Partners Board of Directors; Reasons for Recommending Approval of the Merger | ||
Special FactorsPosition of HLND Schedule 13E-3 Filing Persons as to the Fairness of the Hiland Partners Merger | ||
Special FactorsReasons of Combined Schedule 13E-3 Filing Persons for the Mergers and | ||
Special FactorsInterests of Certain Persons in the Mergers |
(f) | Other Offers. The information set forth under the caption Special FactorsBackground of the Mergers in the Preliminary 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 Exhibits (c)(2) and |
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(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 affiliates, 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 presentation of Jefferies & Company, Inc. to the Conflicts Committee of the Board of Directors of Hiland Partners, dated June 1, 2009, is attached hereto as Exhibit (c)(17) and is incorporated herein by reference. The information set forth under the following captions in the Preliminary Proxy Statement is incorporated herein by reference: |
Summary Term SheetOpinion of Financial Advisors | ||
Special FactorsBackground of the Mergers | ||
Special Factors Recommendation of the Hiland Partners Conflicts Committee and Hiland Partners Board of Directors; Reasons for Recommending Approval of the Merger | ||
Special FactorsPosition of HLND Schedule 13E-3 Filing Persons as to the Fairness of the Hiland Partners Merger | ||
Special FactorsOpinion of Financial Advisor of Hiland Partners | ||
Special FactorsSummary of Analyses of Wells Fargo Securities | ||
Special FactorsEffects of the Mergers | ||
Special FactorsEstimated Fees and Expenses | ||
Other Matters and | ||
Annex C: Opinion of Jefferies & Company, Inc. | ||
The written opinion of Jefferies & Company, Inc. is attached to the Preliminary Proxy Statement as Annex C and is incorporated herein by reference |
(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 Partners during its regular business hours by any interested unitholder of Hiland Partners. |
(a)(b) | Source of Funds; Conditions. The information set forth under the following captions in the Preliminary Proxy Statement is incorporated herein by reference: |
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 |
(c) | Expenses. The information set forth under the following captions in the Preliminary 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 Partners Merger AgreementReimbursement of Certain Expenses |
(d) | Borrowed Funds. Not applicable. |
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(a)-(b) | Securities Ownership; Securities Transactions. The information set forth under the following captions in the Preliminary 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 Partners and | ||
Certain Purchases and Sales of Hiland Companies Common UnitsHiland Partners |
(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 Preliminary 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 Partners Conflicts Committee and Hiland Partners Board of Directors; Reasons for Recommending Approval of the Merger | ||
Special FactorsPosition of HLND Schedule 13E-3 Filing Persons as to the Fairness of the Hiland Partners 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 Partners Support Agreement | ||
Information about the Special Meetings and VotingVote Required at Hiland Partners Special Meeting; How Units are Voted and | ||
The Hiland Partners Merger AgreementRecommendation |
(a) | Financial Information. The information set forth under the caption Selected Historical Consolidated Financial DataHiland Partners, in the Preliminary Proxy Statement is incorporated herein by reference. Hiland Partners 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. |
(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 Preliminary 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 |
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Special FactorsBackground of the Mergers | ||
Special FactorsRecommendation of the Hiland Partners Conflicts Committee and Hiland Partners Board of Directors; Reasons for Recommending Approval of the Merger | ||
Special FactorsOpinion of Financial Advisor of Hiland Partners | ||
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 |
Exhibit No. | Description | |
(a)(1) |
Preliminary 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 Preliminary Proxy Statement filed with the Securities and Exchange Commission on September 9, 2009). | |
(a)(2) |
Form of Proxy Card for Hiland Partners, LP unitholders (attached to the 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 Partners GP, LPs Form 8-K, dated June 1, 2009 and filed June 1, 2009). | |
*(c)(1) |
Opinion of Jefferies & Company, Inc. to the conflicts committee of the board of directors of Hiland Partners GP, LLC, dated June 1, 2009 (included as Annex C of the Preliminary Proxy Statement filed herewith as Exhibit (a)(1)). | |
*(c)(2) |
Discussion materials prepared by Barclays Capital Inc., dated November 17, 2008. | |
*(c)(3) |
Discussion materials prepared by Barclays Capital Inc., dated November 20, 2008. | |
*(c)(4) |
Presentation materials prepared by Wells Fargo Securities, LLC, dated December 18, 2008. | |
*(c)(5) |
Presentation materials prepared by Wells Fargo Securities, LLC, dated January 5, 2008. | |
*(c)(6) |
Presentation materials prepared by Wells Fargo Securities, LLC, dated January 8, 2009. | |
*(c)(7) |
Presentation materials prepared by Wells Fargo Securities, LLC, dated January 9, 2009. | |
*(c)(8) |
Presentation materials prepared by Wells Fargo Securities, LLC, dated January 21, 2009. | |
*(c)(9) |
Presentation materials prepared by Wells Fargo Securities, LLC, dated March 3, 2009. | |
*(c)(10) |
Presentation materials prepared by Wells Fargo Securities, LLC, dated March 3, 2009. | |
*(c)(11) |
Presentation materials prepared by Wells Fargo Securities, LLC, dated March 13, 2009. |
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Exhibit No. | Description | |
*(c)(12) |
Presentation materials prepared by Wells Fargo Securities, LLC, dated March 16, 2009. | |
*(c)(13) |
Presentation materials prepared by Wells Fargo Securities, LLC, dated March 16, 2009. | |
*(c)(14) |
Presentation materials prepared by Wells Fargo Securities, LLC, dated March 17, 2009. | |
*(c)(15) |
Presentation materials prepared by Wells Fargo Securities, LLC, dated March 17, 2009. | |
*(c)(16) |
Presentation materials prepared by Wells Fargo Securities, LLC, dated April 16, 2009. | |
*(c)(17) |
Materials presented by Jefferies & Company, Inc. to the conflicts committee of the board of directors of Hiland Partners GP, LLC on June 1, 2009. | |
*(d)(1) |
Agreement and Plan of Merger, dated as of June 1, 2009, by and between HH GP Holding, LLC, HLND MergerCo, LLC, Hiland Partners GP, LLC and Hiland Partners, LP (included as Annex A of the Preliminary Proxy Statement filed herewith as Exhibit (a)(1)). | |
*(d)(2) |
Hiland Partners 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 2.2 of the Current Report on Form 8-K filed by Hiland Partners, LP on June 1, 2009). | |
*(d)(3) |
Hiland Partners Support Agreement, dated as of June 1, 2009, by and between Hiland Partners, LP, Hiland Partners GP, LLC, Hiland Holdings GP, LP, Hiland Partners GP Holdings, LLC, HH GP Holding, LLC and HLND MergerCo, LLC (incorporated by reference to Exhibit 2.3 of the Current Report on Form 8-K filed by Hiland Partners, LP on June 1, 2009). | |
(f) |
None. | |
(g) |
None. |
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Dated: September 9, 2009 | HILAND PARTNERS, LP | |||||
By: | Hiland Partners GP, LLC, its general partner |
|||||
By: | /s/ Matthew S. Harrison | |||||
Name: | ||||||
Title: | Chief Financial Officer, Vice President Finance and Secretary |
|||||
Dated: September 9, 2009 | HILAND PARTNERS GP, LLC | |||||
By: | /s/ Matthew S. Harrison | |||||
Name: | Matthew S. Harrison | |||||
Title: | Chief Financial Officer, Vice President Finance and Secretary |
|||||
Dated: September 9, 2009 | HILAND HOLDINGS GP, LP | |||||
By: | Hiland Partners GP Holdings, LLC, its general partner |
|||||
By: | /s/ Matthew S. Harrison | |||||
Name: | Matthew S. Harrison | |||||
Title: | Chief Financial Officer, Vice President Finance and Secretary |
|||||
Dated: September 9, 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: September 9, 2009 | HLND MERGERCO, LLC | |||||
By: | /s/ Harold Hamm | |||||
Name: | Harold Hamm | |||||
Title: | President |
Dated: September 9, 2009 | HH GP HOLDING, LLC | |||||
By: | /s/ Harold Hamm | |||||
Name: | ||||||
Title: | Sole Member | |||||
Dated: September 9, 2009 | HAROLD HAMM DST TRUST | |||||
By: | /s/ Bert Mackie | |||||
Name: | ||||||
Title: | Trustee | |||||
Dated: September 9, 2009 | HAROLD HAMM HJ TRUST | |||||
By: | /s/ Bert Mackie | |||||
Name: | ||||||
Title: | Trustee | |||||
Dated: September 9, 2009 | HAROLD HAMM | |||||
/s/ Harold Hamm | ||||||
Harold Hamm | ||||||
Dated: September 9, 2009 | JOSEPH L. GRIFFIN | |||||
/s/ Joseph L. Griffin | ||||||
Joseph L. Griffin | ||||||
Dated: September 9, 2009 | MATTHEW S. HARRISON | |||||
/s/ Matthew S. Harrison | ||||||
Matthew S. Harrison | ||||||
Dated: September 9, 2009 | BERT MACKIE | |||||
/s/ Bert Mackie | ||||||
Bert Mackie |
Exhibit No. | Description | |
(a)(1)
|
Preliminary 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 Preliminary Proxy Statement filed with the Securities and Exchange Commission on September 9, 2009). | |
(a)(2)
|
Form of Proxy Card for Hiland Partners, LP unitholders (attached to the Preliminary 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 Partners GP, LPs Form 8-K, dated June 1, 2009 and filed June 1, 2009). | |
*(c)(1)
|
Opinion of Jefferies & Company, Inc. to the conflicts committee of the board of directors of Hiland Partners GP, LLC, dated June 1, 2009 (included as Annex C of the Preliminary Proxy Statement filed herewith as Exhibit (a)(1)). | |
*(c)(2)
|
Discussion materials prepared by Barclays Capital Inc., dated November 17, 2008. | |
*(c)(3)
|
Discussion materials prepared by Barclays Capital Inc., dated November 20, 2008. | |
*(c)(4)
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated December 18, 2008. | |
*(c)(5)
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated January 5, 2008. | |
*(c)(6)
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated January 8, 2009. | |
*(c)(7)
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated January 9, 2009. | |
*(c)(8)
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated January 21, 2009. | |
*(c)(9)
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated March 3, 2009. | |
*(c)(10)
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated March 3, 2009. | |
*(c)(11)
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated March 13, 2009. | |
*(c)(12)
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated March 16, 2009. | |
*(c)(13)
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated March 16, 2009. | |
*(c)(14)
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated March 17, 2009. | |
*(c)(15)
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated March 17, 2009. | |
*(c)(16)
|
Presentation materials prepared by Wells Fargo Securities, LLC, dated April 16, 2009. | |
*(c)(17)
|
Materials presented by Jefferies & Company, Inc. to the conflicts committee of the board of directors of Hiland Partners GP, LLC on June 1, 2009. | |
*(d)(1)
|
Agreement and Plan of Merger, dated as of June 1, 2009, by and between HH GP Holding, LLC, HLND MergerCo, LLC, Hiland Partners GP, LLC and Hiland Partners, LP (included as Annex A of the Preliminary Proxy Statement filed herewith as Exhibit (a)(1)). |
Exhibit No. | Description | |
*(d)(2) |
Hiland Partners 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 2.2 of the Current Report on Form 8-K filed by Hiland Partners, LP on June 1, 2009). | |
*(d)(3) |
Hiland Partners Support Agreement, dated as of June 1, 2009, by and between Hiland Partners, LP, Hiland Partners GP, LLC, Hiland Holdings GP, LP, Hiland Partners GP Holdings, LLC, HH GP Holding, LLC and HLND MergerCo, LLC (incorporated by reference to Exhibit 2.3 of the Current Report on Form 8-K filed by Hiland Partners, LP on June 1, 2009). | |
(f) |
None. | |
(g) |
None. |