defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
Hiland Partners, LP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Hiland Partners, LP and Hiland Holdings GP, LP Announce Increase in Offered Merger Consideration by
Harold Hamm
ENID, OKLAHOMA, October 26, 2009Hiland Partners, LP (Nasdaq: HLND) and Hiland Holdings GP, LP
(Nasdaq: HPGP) announced today that Harold Hamm has proposed to increase the merger consideration
to be received by the common unitholders of each of Hiland Partners and Hiland Holdings in the
proposed mergers of Hiland Partners and Hiland Holdings with affiliates of Mr. Hamm.
Mr. Hamm, on behalf of certain of his affiliates, today delivered to the Hiland Partners
conflicts committee a proposal to amend the merger agreement with Hiland Partners to increase the
merger consideration from $7.75 to $10.00 per common unit in cash. Additionally, Mr. Hamm, on
behalf of certain of his affiliates, delivered to the Hiland Holdings conflicts committee a
proposal to amend the merger agreement with Hiland Holdings to increase the merger consideration
from $2.40 to $3.20 per common unit in cash.
In order to allow the Hiland Partners and Hiland Holdings conflicts committees and boards
additional time to consider the offers, Mr. Hamm also proposed that each merger agreement
immediately be amended to extend its end date to November 6, 2009. Mr. Hamm indicated that, if his
proposals are accepted, he expects that the end date under each merger agreement would be further
extended as necessary to consummate the transactions.
Based on these developments, each of Hiland Partners and Hiland Holdings anticipates that its
board of directors will adjourn its respective special meetings of unitholders scheduled for
October 27, 2009, to allow the boards and the conflicts committees additional time to evaluate the
proposals.
A copy of each proposal letter is attached to this press release.
The Hiland Partners special meeting is scheduled for October 27, 2009 at 10:30 a.m., central
time, and the Hiland Holdings special meeting is scheduled for October 27, 2009 at 9:00 a.m.,
central time. Each special meeting will be held at 302 N. Independence, Ball Room, Second Floor,
Enid, Oklahoma 73701.
About the Hiland Companies
Hiland Partners, LP is a publicly traded midstream energy partnership engaged in purchasing,
gathering, compressing, dehydrating, treating, processing and marketing of natural gas, and
fractionating, or separating, and marketing of natural gas liquids, or NGLs. Hiland Partners, LP
also provides air compression and water injection services for use in oil and gas secondary
recovery operations. Hiland Partners, LPs operations are primarily located in the Mid-Continent
and Rocky Mountain regions of the United States. Hiland Partners, LPs midstream assets consist of
fifteen natural gas gathering systems with approximately 2,147 miles of gathering pipelines, six
natural gas processing plants, seven natural gas treating facilities and three NGL fractionation
facilities. Hiland Partners, LPs compression assets consist of two air compression facilities and
a water injection plant.
Hiland Holdings GP, LP owns the two percent general partner interest, 2,321,471 common units
and 3,060,000 subordinated units in Hiland Partners, LP, and the incentive distribution rights of
Hiland Partners, LP.
Forward-Looking Statements
This press release includes certain statements concerning expectations for the future that are
forward-looking statements, including statements about the intention of the respective boards of
directors of Hiland Partners and Hiland Holdings to adjourn the special meetings and the potential
amendments to each of the merger agreements. Such forward-looking statements are subject to a
variety of known and unknown risks, uncertainties, and other factors that are difficult to predict
and many of which are beyond managements control. An extensive list of factors that can affect
future results are discussed in the definitive joint proxy statement filed by Hiland Partners and
Hiland Holdings, in Hiland Partners and Hiland Holdings Annual Reports on Form 10-K and other
documents filed from time to time with the Securities and Exchange Commission. Any such forward
looking statements are made as of the date of this press release and neither Hiland Partners nor
Hiland Holdings undertakes any obligation to update or revise any such forward-looking statements
to reflect new information or events.
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Contacts: |
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Derek Gipson, Director Business Development and Investor Relations
Hiland Partners, LP
(580) 242-6040 |
October 26, 2009
Conflicts Committee of the Board of Directors
Hiland Partners GP, LLC
As general partner of Hiland Partners, LP
205 West Maple, Suite 1100
Enid, Oklahoma 73701
Members of the Conflicts Committee:
I hereby propose to amend the Agreement and Plan of Merger, dated June 1, 2009 (the Merger
Agreement), among certain of my affiliates and Hiland Partners, LP (the Partnership) to increase
the cash merger consideration to $10.00 per common unit from $7.75 per common unit.
I am concurrently delivering a letter to the conflicts committee of the board of directors of
the general partner of Hiland Holdings GP, LP (HPGP) proposing to amend the HPGP merger agreement
to increase the cash merger consideration to $3.20 per common unit from $2.40 per common unit.
To allow the Conflicts Committee and the Board of Directors time to consider my revised offer,
I also hereby propose that Section 7.1(b)(i) of the Merger Agreement be promptly amended to extend
the End Date to November 6, 2009. If my proposal to increase the cash merger consideration is
accepted, I would expect that the End Date would be further extended as necessary to consummate the
transactions.
Except as revised herein, the terms of my proposal remain as set forth in the Merger
Agreement. This proposal is non-binding until appropriate changes are agreed to in the Merger
Agreement to reflect the terms contained in this letter. I expect to make appropriate filings on
Schedule 13D disclosing the revision to my proposals with respect to the Partnership and HPGP
promptly after delivery of this letter.
I remain of the view that a going-private transaction is the best strategic alternative
currently available to the Partnership to maximize unitholder value during a time of significant
market and industry turmoil. Should you have any questions, please do not hesitate to contact me.
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Sincerely,
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/s/ Harold Hamm |
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Harold Hamm |
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Edward D. Doherty
Michael L. Greenwood
Rayford T. Reid
Joseph Griffin
Matthew S. Harrison |
October 26, 2009
Conflicts Committee of the Board of Directors
Hiland Partners GP Holdings, LLC
As general partner of Hiland Holdings GP, LP
205 West Maple, Suite 1100
Enid, Oklahoma 73701
Members of the Conflicts Committee:
I hereby propose to amend the Agreement and Plan of Merger, dated June 1, 2009 (the Merger
Agreement), among certain of my affiliates and Hiland Holdings GP, LP (the Partnership) to
increase the cash merger consideration to $3.20 per common unit from $2.40 per common unit.
I am concurrently delivering a letter to the conflicts committee of the board of directors of
the general partner of Hiland Partners, LP (HLND) proposing to amend the HLND merger agreement to
increase the cash merger consideration to $10.00 per common unit from $7.75 per common unit.
To allow the Conflicts Committee and the Board of Directors time to consider my revised offer,
I also hereby propose that Section 7.1(b)(i) of the Merger Agreement be promptly amended to extend
the End Date to November 6, 2009. If my proposal to increase the cash merger consideration is
accepted, I would expect that the End Date would be further extended as necessary to consummate the
transactions.
Except as revised herein, the terms of my proposal remain as set forth in the Merger
Agreement. This proposal is non-binding until appropriate changes are agreed to in the Merger
Agreement to reflect the terms contained in this letter. I expect to make appropriate filings on
Schedule 13D disclosing the revision to my proposals with respect to the Partnership and HLND
promptly after delivery of this letter.
I remain of the view that a going-private transaction is the best strategic alternative
currently available to the Partnership to maximize unitholder value during a time of significant
market and industry turmoil. Should you have any questions, please do not hesitate to contact me.
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Sincerely,
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/s/ Harold Hamm |
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Harold Hamm |
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cc: |
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Edward D. Doherty
Michael L. Greenwood
Rayford T. Reid
Joseph Griffin
Matthew S. Harrison |