Hiland Partners, LP and Hiland Holdings GP, LP Enter Into Merger Agreements to be...
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Hiland Partners, LP and Hiland Holdings GP, LP Enter Into Merger Agreements to
be Acquired by Affiliates of Harold Hamm
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.
SOURCE Hiland Partners, LP; Hiland Holdings GP, LP
Derek Gipson, Director - Business Development and Investor Relations of Hiland
Partners, LP, +1-580-242-6040
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