SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
HILAND HOLDINGS GP, LP
(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. 6 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, Amendment No. 2
thereto filed on June
2, 2009, Amendment No. 3 filed on September 9, 2009
Amendment No. 4 thereto filed
on October 27, 2009 and Amendment No. 5 thereto filed on October
27, 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 Gas, 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, as amended by that certain Amendment No. 1, dated
as of October 26, 2009, and as amended by that certain Amendment No. 2, dated as of November 3,
2009 (the Merger Agreement, which is described in Item 4 of this Schedule 13D (which Item 4 is
incorporated herein by reference)), is approximately $69.2 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 $265.1 million as of June 30, 2009.
In a funding and rollover commitment letter, dated June 1, 2009, as amended by that certain
Amendment No. 1, dated as of November 3, 2009 (the Commitment Letter), Mr. Hamm agreed to
contribute to Parent approximately $28.2 million in cash, less the amount of cash, if any, to be
contributed to Parent or Merger Sub by the Trusts, solely for the purpose of funding the merger
consideration of approximately $27.2 million pursuant to the Merger Agreement and to pay estimated
related fees and expenses of approximately $1.1 million. 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 to the Schedule 13D as
Exhibit 99.7
and
Exhibit 99.12
and
incorporated by reference in its entirety into this Item 3.
Mr. Hamm and Mr. Mackie, on behalf of the Trusts, have agreed in principle for the Harold Hamm
DST Trust and the Harold Hamm HJ Trust to contribute approximately $6.7 million and $4.5 million,
respectively, to Merger Sub, in exchange for Merger Sub LLC units, solely for the purpose of
funding the merger consideration. Accordingly, Mr. Hamms contribution to Parent is expected to be
reduced by approximately $11.1 million to approximately $17.1 million.
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 $3.20 per Common Unit, the aggregate value of the continued holding of the Common Units by
the Reporting Persons is approximately $42.0 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 to the Schedule 13D 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:
The parties to the Merger Agreement executed an amendment
increasing the merger consideration per Common Unit and
revising the termination provisions
of the Merger Agreement (the Amendment). The Amendment, which is attached as
Exhibit
99.11
and is incorporated into this Item 6 by reference,
increases the merger consider consideration from $2.40 per Common Unit to $3.20 per Common Unit and
changes the earliest date upon which
either party can terminate the Merger Agreement for the reason that the closing had not yet
occurred from November 6, 2009 to December 11, 2009.
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 parties to the Merger Agreement executed an amendment
increasing the merger consideration per Common Unit and
revising the termination provisions
of the Merger Agreement (the Amendment). The Amendment, which is attached as
Exhibit
99.11
and is incorporated into this Item 6 by reference,
increases the merger consider consideration from $2.40 per Common Unit to $3.20 per Common Unit and
changes the earliest date upon which
either party can terminate the Merger Agreement for the reason that the closing had not yet
occurred from November 6, 2009 to December 11, 2009.
Item 7. Exhibits
This Item 7 shall be deemed to amend and supplement Item 7 of the Schedule 13D: