Item 1.01. Entry into a Material Definitive Agreement

     Merger Agreement

     On November 3, 2009, Hiland Holdings GP, LP, a Delaware limited partnership (the “Partnership”), announced that it had entered into Amendment No. 2 (the “Amendment”), dated November 3, 2009, to the Agreement and Plan of Merger dated as of June 1, 2009, with HH GP Holding, LLC, an Oklahoma limited liability company and an affiliate of Harold Hamm (“Parent”), HPGP MergerCo, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub” and together with Parent, the “Parent Parties”), and Hiland Partners GP Holdings, LLC, a Delaware limited liability company and the general partner of the Partnership, as amended by Amendment No. 1 thereto, dated October 26, 2009 (the “Agreement”), under which Merger Sub will be merged with and into the Partnership, with the Partnership continuing as the surviving entity (the “Merger”).

     Under the terms of the Amendment, the merger consideration payable to common unitholders of the Partnership pursuant to the Agreement increased from $2.40 to $3.20 per common unit and the end date of the Agreement was extended from November 6, 2009 until December 11, 2009. Mr. Hamm has also delivered to Parent an amendment (the “Commitment Letter Amendment”) to the funding commitment letter previously delivered to Parent on June 1, 2009 (the “Commitment Letter”), pursuant to which Mr. Hamm has committed to contribute the aggregate merger consideration contemplated under the Amendment of approximately $28.2 million.

     The Parent Parties’ obligation to effect the Merger is conditioned upon, among other things, the simultaneous consummation of the merger contemplated in the Agreement and Plan of Merger, dated as of June 1, 2009, entered into by Parent, HLND MergerCo, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Hiland Partners Merger Sub”), Hiland Partners, LP, a Delaware limited partnership (“Hiland Partners”), and Hiland Partners GP, LLC, a Delaware limited liability company and the general partner of Hiland Partners, as amended by Amendment No. 1 thereto, dated October 26, 2009 (the “Hiland Partners Agreement”), under which Hiland Partners Merger Sub will be merged with and into Hiland Partners, with Hiland Partners continuing as the surviving entity. On November 3, 2009, Hiland Partners announced that it had entered into Amendment No. 2 to the Hiland Partners Agreement (the “Hiland Partners Amendment”) to increase the merger consideration payable to common unitholders of Hiland Partners from $7.75 to $10.00 per common unit and to extend the end date of the Hiland Partners Agreement from November 6, 2009 until December 11, 2009. Mr. Hamm also delivered to Parent an amendment (the “Hiland Partners Commitment Letter Amendment”) to the funding commitment letter previously delivered to Parent on June 1, 2009 (the “Hiland Partners Commitment Letter”), pursuant to which Mr. Hamm has committed to contribute the aggregate merger consideration contemplated under the Hiland Partners Amendment of approximately $41.3 million.

     Conflicts committees comprised entirely of independent members of the boards of directors of the general partners of the Partnership and Hiland Partners (collectively, the “Hiland Companies”) separately determined that the going-private transactions, as contemplated in the amended agreements, are advisable, fair to and in the best interests of the applicable Hiland Company and its public unitholders. In determining to make their recommendation to the boards of directors, each conflicts committee considered, among other things, the opinion received from its respective financial advisor as to the fairness of the increased merger consideration. Based on the recommendation of its conflicts committee, the board of directors of the general partner of each of the Partnership and Hiland Partners has approved the amendment to the applicable merger agreement and has recommended, along with its respective conflicts committee, that the public unitholders of the Partnership and Hiland Partners, respectively, approve the applicable merger.

     The foregoing summary of the Amendment, the Hiland Partners Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, the Commitment Letter Amendment, the Hiland Partners Amendment and the Hiland Partners Commitment Letter Amendment, which are attached as exhibits hereto, Amendment No. 1 to the Agreement and Amendment No. 1 to the Hiland Partners Agreement, which are attached as Exhibit 2.1 and Exhibit 2.2 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on October 27, 2009, and the Agreement, the Hiland Partners Agreement, the Commitment Letter and the Hiland Partners Commitment Letter, which are attached as Exhibit 2.1, Exhibit 2.2, Exhibit 2.3 and Exhibit 2.4 to the Partnership’s Current Report on Form 8-K filed with the SEC on June 1, 2009.