- Amended Statement of Beneficial Ownership (SC 13D/A)
02 June 2009 - 10:25PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Matthew S. Harrison
Hiland Holdings GP, LP
205 West Maple, Suite 1100
Enid, Oklahoma 73701
Tel: (580) 242-6040
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (this Amendment) to the Schedule 13D filed on January
15, 2009 (the Schedule 13D) with the Securities and Exchange Commission (the Commission), as
amended by Amendment No. 1 thereto filed on April 21, 2009, relating to the common units (the
Common Units) representing limited partner interests of Hiland Holdings GP, LP (the Issuer) is
being filed by Harold Hamm, Continental Gas Holdings, Inc. (Continental Gas) and Bert Mackie, the
trustee of the Harold Hamm DST Trust and the Harold Hamm HJ Trust (together, the Trusts) (Mr.
Mackie, collectively with Mr. Hamm and Continental, the Reporting Persons). The Schedule 13D is
hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment.
Unless set forth below, all previous Items of the Schedule 13D are unchanged. Capitalized terms
used herein which are not defined herein have the meanings set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
This Item 3 shall be deemed to amend and restate Item 3 of the Schedule 13D in its entirety:
The aggregate value of the transaction (the Transaction) contemplated by the Agreement and
Plan of Merger, dated as of June 1, 2009, among HH GP Holding, LLC (Parent), HPGP MergerCo, LLC
(the Merger Sub), Holdings GP and the Issuer (the Merger Agreement, which is described in Item
4 of this Schedule 13D (which Item 4 is incorporated herein by reference)), is approximately $51.9
million of common units (as described below) plus consolidated long-term debt of the Issuer, which is to remain
outstanding in connection with the Transaction and was approximately $268.3 million as of March 31, 2009.
In a funding and rollover commitment letter, dated June 1, 2009 (the Commitment Letter), Mr.
Hamm agreed to contribute to Parent approximately $21.2 million in cash, less the amount of cash,
if any, available to the Parent on the closing date that was contributed to Parent or Merger Sub by
the Trusts, solely for the purpose of funding the merger consideration of approximately $20.4 million pursuant to the Merger
Agreement and to pay estimated related fees and expenses of approximately $800,000. This summary of the Commitment Letter does not
purport to be complete and is qualified in its entirety by reference to the Commitment Letter,
which is attached hereto as
Exhibit 99.7
and incorporated by reference in its entirety into
this Item 3.
The Reporting Persons entered into a Support Agreement (HPGP Units), dated June 1, 2009 (the
Support Agreement), with the Issuer and Holdings GP pursuant to which they agreed to continue to
hold the aggregate 13,138,052 Common Units beneficially owned by them. Based on the cash purchase
price of $2.40 per Common Unit, the aggregate value of the continued holding of the Common Units by
the Reporting Persons is approximately $31.5 million. This summary of the Support Agreement does
not purport to be complete and is qualified in its entirety by reference to the Support Agreement,
which is attached hereto as
Exhibit 99.6
and incorporated by reference in its entirety into
this Item 3.
Item 4. Purpose of Transaction.
This Item 4 shall be deemed to amend and supplement Item 4 of the Schedule 13D:
On June 1, 2009, the Issuer announced in a press release that it had entered into the Merger
Agreement, pursuant to which all of the outstanding Common Units held by holders of
Common Units,
other than the Reporting Persons, would be converted into the right to receive $2.40 per Common
Unit in cash. Immediately prior to the effective time of the Transaction, each award of restricted units under
the Hiland Holdings GP, LP Long-Term Incentive Plan (the Holdings LTIP) issued and outstanding to
any nonemployee member of the Board of Directors shall become fully vested as Common Units and
shall be converted into the right to receive the merger consideration. The restricted units,
phantom units and options issued and outstanding to employees under the Holdings LTIP shall be
unchanged and remain outstanding as restricted units, phantom units and options of the surviving
entity.
The obligation of Parent and Merger Sub to close the Transaction is conditioned on
the concurrent closing of the Hiland Transaction, which condition may be waived under certain circumstances. The Transaction is subject to
customary closing conditions, including the approval by holders of a majority of the public Common
Units. The Transaction is also conditioned upon the expiration or termination of applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The press release is attached hereto as
Exhibit 99.4
and is incorporated by reference in its entirety into this Item 4. The
foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, which is attached hereto as
Exhibit 99.5
and
incorporated by reference in its entirety into this Item 4.
In connection with the Transaction, the Reporting Persons entered into the Support Agreement
pursuant to which they agreed, subject to certain conditions, to vote their respective Common Units
(i) in favor of the adoption and approval of the Merger Agreement and the Transaction, and (ii)
against any alternative proposal or transaction or any proposal made in opposition to, or in
competition or inconsistent with, the Merger Agreement or the Transaction. This summary of the
Support Agreement does not purport to be complete and is qualified in its entirety by reference to
the Support Agreement, which is attached hereto as
Exhibit 99.6
and incorporated by
reference in its entirety into this Item 4.
The purpose of the Transaction is to acquire all of the outstanding Common Units (other than
Common Units owned by the Reporting Persons). If the Transaction is consummated, the Common Units
of the Issuer will be delisted from the NASDAQ Stock Market and will cease to be registered under
the Exchange Act, and the Issuer will be privately held by the Reporting Persons and certain
employees who have equity awards that did not vest or were not exercised prior to the consummation
of the Transaction.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
This Item 6 shall be deemed to amend and supplement Item 6 of the Schedule 13D:
The information set forth or incorporated by reference in Item 3 and Item 4 is incorporated by
reference into this Item 6.
In connection with the Transaction, the Reporting Persons entered into the Support Agreement
pursuant to which they agreed, subject to certain conditions, not to acquire any Common Units
except pursuant to the Merger Agreement. This summary of the Support Agreement does not purport to
be complete and is qualified in its entirety by reference to the Support Agreement, which is
attached hereto as
Exhibit 99.6
and incorporated by reference in its entirety into this
Item 6.
Item 7. Material to Be Filed as Exhibits.
This Item 7 shall be deemed to amend and supplement Item 7 of the Schedule 13D:
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Exhibit 99.4
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Press release, dated June 1, 2009, of the Hiland Companies (incorporated by reference
to Exhibit 99.1 of the Current Report on Form 8-K filed by the Issuer on June 1,
2009).
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Exhibit 99.5
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Agreement and Plan of Merger, among HH GP Holding, LLC, HPGP MergerCo, LLC, Hiland
Partners GP Holdings, LLC, and Hiland Holdings GP, LP
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(incorporated by reference to
Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer on June 1,
2009).
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Exhibit 99.6
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Support Agreement (HPGP Units), among Harold Hamm, Continental Gas Holdings, Inc.,
Bert Mackie, as trustee of the Harold Hamm DST Trust and the Harold Hamm HJ Trust,
Hiland Partners GP Holdings, LLC and Hiland Holdings GP, LP (incorporated by reference to Exhibit 2.5 of the Current Report on Form 8-K filed by the Issuer on June 1, 2009).
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Exhibit 99.7
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Funding and equity rollover commitment letter, dated June 1, 2009, 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 the Issuer on June 1, 2009).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule 13D/A with respect to myself is true, complete and correct.
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Dated: June 2, 2009
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*
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Harold Hamm
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*
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Matthew S. Harrison, by signing his name hereto, does sign this document on behalf of each of
the persons indicated above for whom he is attorney-in-fact pursuant to a power of attorney
duly executed by such person and filed with the Commission.
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/s/ Matthew S. Harrison
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Matthew S. Harrison
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule 13D/A with respect to myself is true, complete and correct.
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Dated: June 2, 2009
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CONTINENTAL GAS HOLDINGS, INC.
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By:
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*
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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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*
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Matthew S. Harrison, by signing his name hereto, does sign this document on behalf of each of
the persons indicated above for whom he is attorney-in-fact pursuant to a power of attorney
duly executed by such person and filed with the Commission.
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/s/ Matthew S. Harrison
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Matthew S. Harrison
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule 13D/A with respect to myself is true, complete and correct.
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Dated: June 2, 2009
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*
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Bert Mackie
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*
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Matthew S. Harrison, by signing his name hereto, does sign this document on behalf of each of
the persons indicated above for whom he is attorney-in-fact pursuant to a power of attorney
duly executed by such person and filed with the Commission.
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/s/ Matthew S. Harrison
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Matthew S. Harrison
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EXHIBIT INDEX
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Exhibit 99.1*
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Joint Filing Agreement, dated January 15, 2009.
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Exhibit 99.2*
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Letter from Harold Hamm to Board of Directors of Hiland
Partners GP Holdings, LLC, dated January 15, 2009.
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Exhibit 99.3*
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Letter from Harold Hamm to Conflicts Committee of the Board
of Directors of Hiland Partners GP Holdings, LLC, dated April
20, 2009.
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Exhibit 99.4
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Press release, dated June 1, 2009, of the Hiland Companies
(incorporated by reference to Exhibit 99.1 of the Current
Report on Form 8-K filed by the Issuer on June 1, 2009).
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Exhibit 99.5
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Agreement and Plan of Merger, among HH GP Holding, LLC, HPGP
MergerCo, LLC, Hiland Partners GP Holdings, LLC, and Hiland
Holdings GP, LP (incorporated by reference to Exhibit 2.1
of the Current Report on Form 8-K filed by the Issuer on June
1, 2009).
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Exhibit 99.6
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Support Agreement (HPGP Units), among Harold Hamm,
Continental Gas Holdings, Inc., Bert Mackie, as trustee of
the Harold Hamm DST Trust and the Harold Hamm HJ Trust,
Hiland Partners GP Holdings, LLC and Hiland Holdings GP, LP (incorporated by reference to Exhibit 2.5 of the Current Report on Form 8-K filed by the Issuer on June 1, 2009).
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Exhibit 99.7
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Funding and equity rollover commitment letter, dated June 1,
2009, 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 the Issuer on June 1, 2009).
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