Hiland Partners, LP and Hiland Holdings GP, LP Announce Amendments to Merger Agreements With Affiliates of Harold Hamm
03 November 2009 - 11:45PM
PR Newswire (US)
ENID, Okla., Nov. 3 /PRNewswire-FirstCall/ -- Hiland Partners, LP
(NASDAQ: HLND) and Hiland Holdings GP, LP (NASDAQ:HPGP) announced
today that each company has amended its merger agreement with
affiliates of Harold Hamm. Under the revised terms of the merger
agreement between Hiland Partners and affiliates of Harold Hamm,
Hiland Partners common unitholders will receive $10.00 in cash for
each common unit they own, an increase of approximately 29% from
the $7.75 per common unit consideration contemplated by the
parties' original merger agreement. Under the revised terms of the
merger agreement between Hiland Holdings and affiliates of Mr.
Hamm, Hiland Holdings common unitholders will receive $3.20 in cash
for each common unit they own, an increase of approximately 33%
from the $2.40 per common unit consideration contemplated by the
parties' original merger agreement. The amendments also extended
the end dates under each agreement until December 11, 2009. The
mergers remain subject to customary closing conditions, including
the approval by holders of a majority of the publicly-held common
units of the applicable company. The obligation of Mr. Hamm and his
affiliates to complete either merger is conditioned on the
simultaneous completion of the other merger, which may be waived by
Mr. Hamm's affiliates in certain circumstances. Conflicts
committees comprised entirely of independent members of the boards
of directors of the general partners of Hiland Partners and Hiland
Holdings separately determined that the respective merger
agreements, as amended, are advisable, fair to and in the best
interests of the applicable Hiland company and its public
unitholders. In determining to make their recommendation to the
boards of directors, each conflicts committee considered, among
other things, the fairness opinion received from its respective
financial advisor with respect to the increased merger
consideration. Based on the recommendation of its conflicts
committee, the board of directors of the general partner of each of
Hiland Partners and Hiland Holdings has approved the applicable
amended merger agreement and has recommended, along with its
respective conflicts committee, that the public unitholders of
Hiland Partners and Hiland Holdings, respectively, approve the
applicable merger. In connection with amending his affiliates'
merger agreement with Hiland Holdings, Mr. Hamm also agreed to lend
$1.5 million to Hiland Holdings. The unsecured loan will be junior
to Hiland Holdings' senior secured credit agreement with The
Security National Bank of Enid and will accrue interest at the same
rate as borrowings under the credit agreement. The loan will be
fully due and payable on December 31, 2009, and the loan proceeds
will be used to fund working capital requirements for the remainder
of 2009, including fees and expenses associated with the Hiland
Holdings merger. The loan was approved by the Hiland Holdings
conflicts committee. The Hiland companies intend to file with the
Securities and Exchange Commission, or SEC, a supplement to the
Hiland companies' joint proxy statement reflecting the revised
terms of the mergers. The Hiland companies intend to mail the
supplement to unitholders of each of the Hiland companies upon
clearance by the SEC. Each Hiland company adjourned its special
meeting of unitholders scheduled for this afternoon to allow its
common unitholders sufficient time to review the proxy supplement.
The Hiland Partners special meeting was adjourned and the vote
postponed until December 4, 2009 at 9:00 a.m., central time, and
the Hiland Holdings special meeting was adjourned and the vote
postponed until December 4, 2009 at 10:30 a.m., central time. Each
special meeting will be held at 302 N. Independence, Oak Room,
First Floor, Enid, Oklahoma 73701. The record date for determining
unitholders eligible to vote at the special meetings will remain
September 9, 2009. Valid proxies submitted by unitholders of Hiland
Partners or Hiland Holdings prior to the adjourned November 3, 2009
special meetings will continue to be valid for purposes of the
reconvened special meetings scheduled for December 4, 2009. Common
unitholders of Hiland Partners or Hiland Holdings as of September
9, 2009 who have not voted but wish to do so or who would like to
change their vote should contact D.F. King at 1-800-967-4612. About
the Hiland Companies Hiland Partners, LP is a publicly traded
midstream energy partnership engaged in purchasing, gathering,
compressing, dehydrating, treating, processing and marketing of
natural gas, and fractionating, or separating, and marketing of
natural gas liquids, or NGLs. Hiland Partners, LP also provides air
compression and water injection services for use in oil and gas
secondary recovery operations. Hiland Partners, LP's operations are
primarily located in the Mid-Continent and Rocky Mountain regions
of the United States. Hiland Partners, LP's midstream assets
consist of fifteen natural gas gathering systems with approximately
2,160 miles of gathering pipelines, six natural gas processing
plants, seven natural gas treating facilities and three NGL
fractionation facilities. Hiland Partners, LP's compression assets
consist of two air compression facilities and a water injection
plant. Hiland Holdings GP, LP owns the two percent general partner
interest, 2,321,471 common units and 3,060,000 subordinated units
in Hiland Partners, LP, and the incentive distribution rights of
Hiland Partners, LP. Forward-Looking Statements This press release
includes certain statements concerning expectations for the future
that are forward-looking statements, including statements regarding
the intention to mail a supplement to the Hiland companies' joint
proxy statement and the intention to hold the special meetings on
December 4, 2009. Such forward-looking statements are subject to a
variety of known and unknown risks, uncertainties, and other
factors that are difficult to predict and many of which are beyond
management's control, including the ability of the Hiland companies
to receive clearance of the supplement by the SEC a sufficient
amount of time prior to the meeting date to permit distribution of
the supplement. 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.
DATASOURCE: Hiland Partners, LP; Hiland Holdings GP, LP CONTACT:
Derek Gipson, Director - Business Development and Investor
Relations of Hiland Partners, LP, +1-580-242-6040 Web Site:
http://www.hilandpartners.com/
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