Hiland Partners, LP and Hiland Holdings GP, LP Enter Into Merger Agreements to be Acquired by Affiliates of Harold Hamm
June 01 2009 - 4:41PM
PR Newswire (US)
ENID, Okla., June 1 /PRNewswire-FirstCall/ -- The Hiland companies,
Hiland Partners, LP (NASDAQ:HLND) and Hiland Holdings GP, LP
(NASDAQ:HPGP), today announced that each of the Hiland companies
has signed a separate definitive merger agreement with an affiliate
of Harold Hamm, pursuant to which affiliates of Mr. Hamm have
agreed to acquire for cash all of the outstanding common units of
each of the Hiland companies that are not owned by Mr. Hamm, his
affiliates or Hamm family trusts. Upon consummation of the mergers,
the common units of the Hiland companies will no longer be publicly
owned or publicly traded. In the mergers, Hiland Partners'
unitholders will receive $7.75 in cash for each common unit they
hold and Hiland Holdings' unitholders will receive $2.40 in cash
for each common unit they hold. 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 going-private transactions are advisable, fair
to and in the best interests of the applicable Hiland company and
its public unitholders. 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 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. The transactions, which are expected to be
completed in the third quarter of 2009, are subject to customary
closing conditions, including the approval by a majority of the
public common units of the applicable company. The Hiland Partners
merger is also conditioned upon the expiration or termination of
applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. Each merger is conditioned on the
simultaneous consummation of the other merger, which may be waived
by Mr. Hamm's affiliates in certain circumstances. The transactions
will be financed entirely with cash contributed by Mr. Hamm and
Hamm family trusts to the acquiring affiliates. There is no
financing condition to the obligations of Mr. Hamm and his
affiliates to consummate the transactions. Jefferies & Company,
Inc. is acting as financial advisor to the conflicts committee of
the board of directors of the general partner of Hiland Partners,
and has delivered a fairness opinion. Conner & Winters, LLP is
acting as counsel to the conflicts committee of the board of
directors of the general partner of Hiland Partners. Barclays
Capital, Inc. is acting as financial advisor to the conflicts
committee of the board of directors of the general partner of
Hiland Holdings, and has delivered a fairness opinion. Fulbright
& Jaworski L.L.P. is acting as counsel to the conflicts
committee of the board of directors of the general partner of
Hiland Holdings. Vinson & Elkins L.L.P. is acting as counsel to
the boards of directors of each of the general partners of the
Hiland companies. Wachovia Securities, a Wells Fargo Company, is
acting as financial advisor to Harold Hamm. Baker Botts L.L.P. is
acting as counsel to Harold Hamm. About the Hiland Companies Hiland
Partners 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 also provides air compression and water injection services
for use in oil and gas secondary recovery operations. Hiland
Partners' operations are primarily located in the Mid-Continent and
Rocky Mountain regions of the United States. Hiland Partners'
midstream assets consist of fifteen natural gas gathering systems
with approximately 2,138 miles of gathering pipelines, six natural
gas processing plants, seven natural gas treating facilities and
three NGL fractionation facilities. Hiland Partners' compression
assets consist of two air compression facilities and a water
injection plant. Hiland Holdings owns the two percent general
partner interest, 2,321,471 common units and 3,060,000 subordinated
units in Hiland Partners, and the incentive distribution rights of
Hiland Partners. The statements included in this news release
regarding any transaction with Harold Hamm and his affiliates,
including the timing thereof, the likelihood that either such
transaction could be consummated and other statements that are not
historical facts, are forward-looking statements. These statements
involve risks and uncertainties, including, but not limited to,
actions by regulatory authorities, market conditions, the Hiland
companies' financial results and performance, satisfaction of
closing conditions, actions by any other bidder and other factors
detailed in risk factors and elsewhere in Hiland Partners' and
Hiland Holdings' Annual Reports on Form 10-K and other filings with
the Securities and Exchange Commission ("SEC"). Should one or more
of these risks or uncertainties materialize (or the consequences of
such a development worsen), or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those
forecasted or expected. The Hiland companies disclaim any intention
or obligation to update publicly or revise such statements, whether
as a result of new information, future events or otherwise.
Important Additional Information Regarding the Mergers will be
Filed with the SEC: In connection with the proposed mergers, the
Hiland companies will file a joint proxy statement and each of
Hiland Partners and Hiland Holdings will file other documents with
the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
JOINT PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE HILAND COMPANIES AND THE
MERGERS. Investors and security holders may obtain copies of the
joint proxy statement and other documents that Hiland Partners or
Hiland Holdings file with the SEC (when they are available) free of
charge at the SEC's web site at http://www.sec.gov/. The definitive
joint proxy statement and other relevant documents may also be
obtained (when available) free of charge on the Hiland companies'
web site at http://www.hilandpartners.com/ or by directing a
request to either (i) Hiland Partners, LP, 205 West Maple, Suite
1100, Enid, Oklahoma 73701, Attention: Investor Relations (for
documents filed by HLND), or (ii) Hiland Holdings GP, LP, 205 West
Maple, Suite 1100, Enid, Oklahoma 73701, Attention: Investor
Relations (for documents filed by HPGP). Hiland Partners and its
directors, executive officers and other members of its management
and employees (including Mr. Hamm) may be deemed participants in
the solicitation of proxies from the unitholders of Hiland Partners
and Hiland Holdings and its directors, executive officers and other
members of its management and employees (including Mr. Hamm) may be
deemed participants in the solicitation of proxies from the
unitholders of Hiland Holdings in connection with the proposed
transactions. Information regarding the special interests of
persons who may be deemed to be such participants in the proposed
transactions will be included in the joint proxy statement
described above. Additional information regarding the directors and
executive officers of Hiland Partners and Hiland Holdings is also
included in each Hiland company's Annual Report on Form 10-K for
the year ended December 31, 2008, which were filed with the SEC on
March 9, 2009, and subsequent statements of changes in beneficial
ownership on file with the SEC. These documents are available free
of charge at the SEC's web site at http://www.sec.gov/ and from
Investor Relations at Hiland Partners or Hiland Holdings, as
applicable, as described above. 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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