- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
November 04 2009 - 6:57AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment
No. 6)
Rule 13e-3 Transaction Statement under Section 13(e) of the
Securities and Exchange Act of 1934
HILAND HOLDINGS GP, LP
(Name of Issuer)
HILAND HOLDINGS GP, LP
HILAND PARTNERS GP HOLDINGS, LLC
HH GP HOLDING, LLC
HPGP MERGERCO, LLC
CONTINENTAL GAS HOLDINGS, INC.
HAROLD HAMM DST TRUST
HAROLD
HAMM HJ TRUST
HAROLD HAMM
JOSEPH L. GRIFFIN
MATTHEW S. HARRISON
BERT MACKIE
(Names of Person(s) Filing Statement)
COMMON UNITS
REPRESENTING LIMITED PARTNER INTERESTS OF HILAND HOLDINGS GP, LP
(Title of Class of Securities)
43129M107
(CUSIP Number of Class of Securities)
Matthew S. Harrison
205 West Maple, Suite 1100
Enid, Oklahoma 73701
Telephone: (580) 242-6040
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
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Douglas E. McWilliams
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Joshua Davidson
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Vinson & Elkins LLP
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Paul F. Perea
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1001 Fannin Street, Suite 2500
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Baker Botts L.L.P.
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Houston, Texas 77002
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910 Louisiana Street
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Telephone: (713) 758-2222
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Houston, Texas 77002
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Telephone: (713) 229-1234
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This statement is filed in connection with (check the appropriate box):
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a.
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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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o
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b.
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The filing of a registration statement under the Securities Act of 1933.
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o
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c.
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A tender offer.
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o
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d.
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies:
o
Check the following box if the filing is a final amendment reporting the results of the
transaction
o
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CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee
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$20,366,276
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$1,137
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*
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As of June 30, 2009, there were (i) 8,469,448 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) 16,500 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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Total
consideration of $20,366,276 was determined based upon the product of (i) 8,485,948,
the aggregate number of common units proposed to be converted into the right to receive merger
consideration, and (ii) the merger consideration per common unit of $2.40.
In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, and Rule
0-11(c)(1) promulgated thereunder, the filing fee was determined by multiplying 0.00005580 by the
total consideration.
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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.
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Amount previously paid:
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$2,861
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Filing Party:
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Hiland Partners, LP and Hiland Holdings GP, LP
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Form or registration No.:
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Schedule 14A
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Date Filed:
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July 1, 2009
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INTRODUCTION
This
Amendment No. 6 to the Transaction Statement on Schedule 13E-3,
together with exhibits hereto (this Schedule 13E-3), is being filed by Hiland
Holdings GP, LP, a Delaware limited partnership (Hiland Holdings), Hiland Partners GP Holdings,
LLC, a Delaware limited liability company and the general partner of Hiland Holdings (Holdings
GP), HH GP Holding, LLC, an Oklahoma limited liability company and affiliate of Harold Hamm
(Parent), HPGP MergerCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of
Parent (HPGP Merger Sub), the Harold Hamm DST Trust, the
Harold Hamm HJ Trust, Continental Gas Holdings, Inc., a Delaware corporation and affiliate of
Harold Hamm (Continental Gas), Harold Hamm, Chairman of Hiland Holdings, Joseph L. Griffin, Chief
Executive Officer and President of Hiland Holdings, Matthew S. Harrison, Chief Financial Officer
and Vice PresidentFinance and Secretary of Hiland Holdings, and Bert Mackie, trustee of the Hamm family
trusts, in connection with the Agreement and
Plan of Merger, dated June 1, 2009, among Hiland Holdings, Holdings GP, Parent and HPGP Merger Sub
(the Hiland Holdings merger agreement, and the transactions set forth therein, the Hiland
Holdings merger).
The
purpose of this Amendment No. 6 to the Transaction Statement on Schedule 13E-3 is to report (i)
the adjournment of the special meeting of unitholders of Hiland
Holdings on November 3, 2009 until December 4, 2009 (ii)
the execution of an amendment to the Hiland Holdings merger agreement increasing the merger
consideration from $2.40 per common unit to $3.20 per common unit and extending the end date
under the Hiland Holdings merger agreement to December 11, 2009,
(iii) the determination and recommendation of a
special committee of independent directors of Holdings GP that the Hiland Holdings merger
agreement, as amended, is advisable, fair to and in the best interests of Hiland Holdings and its
public unitholders, (iv) the approval by the board of directors of Holdings GP of the Hiland
Holdings merger agreement, as amended, based on the recommendation of the special
committee, (v) the recommendation of the board of directors of Holdings GP to the Hiland
Holdings public unitholders to approve the Hiland Holdings merger and (vi) Mr. Hamm's
agreement to lend Hiland Holdings $1.5 million as a secured loan, junior to Hiland Holdings'
senior secured credit agreement, such loan to be fully due and payable on December 31, 2009.
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Item 10. Source and Amounts of Funds or Other Consideration
In connection with the
amendment of the Hiland Holdings merger agreement, as described below
in Item 15, which disclosure is incorporated by reference into this Item 10, the total
consideration for the Hiland Holdings merger is approximately $27,155,033.00.
Item 15. Additional Information
Regulation M-A Item 1011
(b) This
Item 15(b) shall be deemed to amend and supplement Item 15(b) of this
Schedule 13E-3:
On
November 3, 2009, Hiland Holdings adjourned its special meeting of
unitholders scheduled to
take place that afternoon and postponed the vote until December 4, 2009. In addition, Hiland
Holdings also announced that the board of directors of Holdings GP had approved and executed
an amendment to the Hiland Holdings merger agreement based on the recommendation of a
special committee, comprised entirely of independent directors of Holdings GP, that the Hiland
Holdings merger agreement, as amended, was advisable, fair to and in the best interests of
Hiland Holdings and its public unitholders. In making its determination, the special committee
considered, among other things, the updated fairness opinion of its
financial advisor with respect to the increased merger consideration. The Hiland
Holdings merger agreement amendment (the "amendment"), which is attached as Exhibit (a)(9)
hereto and is incorporated into this Item 15 by reference, increases the consideration per
common unit of Hiland Holdings from $2.40 to $3.20. The amendment also extends the earliest
date upon which either party can terminate the Hiland Holdings merger agreement for the reason
that the closing had not yet occurred from November 6, 2009 to December 11, 2009. The board
of directors of Holdings GP and the special committee of Holdings GP, each recommends that
the Hiland Holdings public unitholders approve the Hiland Holdings merger.
On November 3, 2009, Mr. Hamm entered into an amendment to the funding and equity
rollover commitment letter, dated June 1, 2009, to revise the amount he agreed therein to
contribute to Parent to cover the increase in the merger
consideration and related transaction expenses.
Concurrently
with the amendments,
Hiland Holdings borrowed $1.5 million from Mr. Hamm and issued a term promissory note to
Mr. Hamm in the principal amount of $1.5 million (the note). The note, which is
attached as
Exhibit (d)(6) hereto and is incorporated into this Item 15 by reference, is secured by all of
Hiland Holdings ownership interests in Hiland Partners, LP and its general partner, other than
the 2% general partner interest and the incentive distribution rights
(the note collateral), and is
subordinate to the security interest in the note collateral securing Hiland Holdingss borrowings
under the First Amended and Restated Senior Secured Credit Agreement, dated as of August 7,
2009, between Hiland Holdings and The Security National Bank of Enid
(the senior secured
credit agreement). The note will accrue interest on the same terms as the senior secured credit
agreement.
The loan proceeds will
be used to fund working capital expenditures for the remainder of 2009, including fees and
expenses associated with the Hiland Holdings merger. The loan will be fully due
and payable on December 31, 2009 and has been approved by the Hiland Holdings conflicts
committee.
Item 16. Exhibits
Regulation M-A Item 1016
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Exhibit No.
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Description
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Exhibit (a)(8)
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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).
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Exhibit (d)(4)
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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).
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Exhibit (d)(5)
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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).
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Exhibit (d)(6)
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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).
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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Dated: November 4, 2009
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HILAND HOLDINGS GP, LP
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By:
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Hiland Partners GP Holdings, LLC,
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its general partner
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By:
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/s/ Matthew S. Harrison
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Name:
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Matthew S. Harrison
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Title:
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Chief Financial Officer, Vice President
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Finance and Secretary
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Dated: November 4, 2009
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HILAND PARTNERS GP HOLDINGS, LLC
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By:
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/s/ Matthew S. Harrison
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Name:
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Matthew S. Harrison
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Title:
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Chief Financial Officer, Vice President
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Finance and Secretary
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Dated: November 4, 2009
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HPGP MERGERCO, LLC
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By:
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/s/ Harold Hamm
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Name:
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Harold Hamm
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Title:
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President
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Dated: November 4, 2009
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HH GP HOLDING, LLC
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By:
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/s/ Harold Hamm
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Name:
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Harold Hamm
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Title:
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Sole Member
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Dated: November 4, 2009
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CONTINENTAL GAS HOLDINGS, INC.
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By:
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/s/ Harold Hamm
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Name:
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Harold Hamm
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Title:
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Sole Director
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Dated: November 4, 2009
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HAROLD HAMM DST TRUST
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By:
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/s/ Bert Mackie
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Name:
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Bert Mackie
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Title:
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Trustee
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Dated: November 4, 2009
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HAROLD HAMM HJ TRUST
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By:
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/s/ Bert Mackie
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Name:
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Bert Mackie
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Title:
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Trustee
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Dated: November 4, 2009
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HAROLD HAMM
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/s/ Harold Hamm
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Harold Hamm
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Dated: November 4, 2009
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JOSEPH L. GRIFFIN
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/s/ Joseph L. Griffin
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Joseph L. Griffin
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Dated: November 4, 2009
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MATTHEW S. HARRISON
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/s/ Matthew S. Harrison
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Matthew S. Harrison
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Dated: November 4, 2009
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BERT MACKIE
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/s/ Bert Mackie
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Bert Mackie
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EXHIBIT INDEX
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Exhibit No.
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Description
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*(a)(1)
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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).
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*(a)(2)
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Form of Proxy Card for Hiland
Holdings GP, LP unitholders (attached to the Definitive Proxy
Statement filed herewith as Exhibit (a)(1)).
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*(a)(3)
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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).
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*(a)(4)
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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).
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*(a)(5)
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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).
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*(a)(6)
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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).
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*(a)(7)
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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).
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(a)(8)
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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).
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*(c)(1)
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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)).
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*(c)(2)
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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).
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*(c)(3)
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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).
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*(c)(4)
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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).
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*(c)(5)
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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).
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*(c)(6)
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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).
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*(c)(7)
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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).
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*(c)(8)
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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).
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*(c)(9)
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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).
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*(c)(10)
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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).
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*(c)(11)
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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).
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*(c)(12)
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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).
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*(c)(13)
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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).
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*(c)(14)
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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).
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*(c)(15)
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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).
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*(c)(16)
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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).
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*(c)(17)
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Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland
Partners GP Holdings, LLC on March 2, 2009.
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*(c)(18)
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Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland
Partners GP Holdings, LLC on March 13, 2009.
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*(c)(19)
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Materials presented by Barclays Capital Inc. to the conflicts committee of Hiland
Partners GP Holdings, LLC on May 27, 2009.
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Exhibit No.
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Description
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*(c)(20)
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Materials presented by Barclays Capital Inc. to the conflicts committee and board of directors of Hiland Partners
GP Holdings, LLC on June 1, 2009.
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*(d)(1)
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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)).
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*(d)(2)
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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).
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*(d)(3)
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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).
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(d)(4)
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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).
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(d)(5)
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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.
|
*
Previously filed.
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