Niska Gas Storage Partners : Schedule 14C Definitive Information Statement

e1e4c273-c3df-4131-9396-3920fe1adc60.pdf UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14C SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

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D Preliminary Information Statement

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[8J Definitive Information Statement

Niska Gas Storage Partners LLC

(Name of Registrant As Specified In Its Charter)

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   Dear Unitholder:

   NISKA GAS STORAGE PARTNERS LLC 170 Radnor Chester Road, Suite 150 Radnor, PA 19087 (484) 367-7462 NOTICE OF ACTION BY WRITTEN CONSENT AND INFORMATION STATEMENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

   January 4, 2016

   This notice of action by written consent and the accompanying information statement are being furnished to the holders of common units (''Common Units'') representing limited liability company interests in Niska Gas Storage Partners LLC, a Delaware limited liability company (the ''Company''), in connection with the Agreement and Plan of Merger and Membership Interest Transfer Agreement, dated as of June 14, 2015, by and among the Company, Niska Gas Storage Management LLC, a Delaware limited liability company and the sole managing member of the Company (''ManagementCo''), Niska Sponsor Holdings Coo¨peratief U.A., a Netherlands coo¨peratief (''Niska Sponsor''), Swan Holdings LP, an Ontario partnership (''Parent''), and Swan Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (''Merger Sub'' and, together with Parent, the ''Parent Entities''). The Company, ManagementCo, Niska Sponsor, Parent and Merger Sub are sometimes referred to individually as a ''Party'' and collectively as the ''Parties.'' We refer to the Agreement and Plan of Merger and Membership Interest Transfer Agreement as the ''Merger Agreement'' and to the merger of Merger Sub with the Company that is contemplated by the Merger Agreement as the ''Merger.''

   Upon the consummation of the Merger, each Common Unit that is issued and outstanding immediately prior to the effective time of the Merger will be cancelled and (other than Common Units owned by the Company, Parent or their respective subsidiaries) converted automatically into the right to receive the ''Merger Consideration,'' which consists of cash consideration of $4.225 per Common Unit, without interest and subject to any required withholding taxes. A copy of the Merger Agreement is included as Annex A to the accompanying information statement.

   Under the applicable provisions of our Second Amended and Restated Operating Agreement (the ''LLC Agreement''), the approval of the Merger Agreement by the Unitholders requires the affirmative vote or written consent of the holders of a majority of the outstanding Common Units. On June 14, 2015, Niska Sponsor, in its capacity as a non-managing member of the Company and the holder of more than a majority of the outstanding Common Units, delivered to the Company a written consent approving the Merger Agreement. Accordingly, the approval of the Merger Agreement was effected on June 14, 2015. No further action of the Unitholders is required to approve the Merger Agreement. As a result, the Company has not solicited and is not soliciting your approval of the Merger Agreement. Further, the Company does not intend to call a meeting of Unitholders for purposes of voting on the approval of the Merger Agreement.

   In accordance with the applicable provisions of the LLC Agreement, this notice of action by written consent and accompanying information statement is being mailed to Unitholders of record on December 28, 2015 as notice of the action by written consent to approve the Merger Agreement taken by Niska Sponsor effective as of such date.

   We urge you to read the entire accompanying information statement carefully. No action by you is requested or required at this time. If the Merger is consummated, you will receive instructions regarding the surrender of your Common Units and payment for your Common Units.

   
   

   By order of the Board of Directors of Niska Gas Storage Partners LLC,

   
   

   /s/ JASON A. DUBCHAK

   Jason A. Dubchak

   Vice President, General Counsel and Corporate Secretary

   Neither the U.S. Securities and Exchange Commission nor any state securities or other regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, or passed upon the adequacy or accuracy of the disclosures in this notice and information statement. Any representation to the contrary is a criminal offense.

   The accompanying information statement is dated January 4, 2016 and is first being mailed to Unitholders on or about January 7, 2016.

   TABLE OF CONTENTS

   
   

   SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
   QUESTIONS AND ANSWERS ABOUT THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
   THE PARTIES TO THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
   THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
   THE MERGER AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48
   MARKET PRICE OF OUR COMMON UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	62
   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . .	63
   CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . .	65
   ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	66
   WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	67
   ANNEX A. Agreement and Plan of Merger and Membership Interest Transfer Agreement ANNEX B. Opinion of Greenhill & Co., LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ANNEX C. Annual Report for the fiscal year ended March 31, 2015 ANNEX D. Quarterly Report for the quarter ended September 30, 2015	B-1

   Unitholders should not rely on information that purports to be provided by or on behalf of the Company other than that contained in this information statement. The Company has not authorized anyone to provide information on behalf of the Company that is different from that contained in this information statement. This information statement is dated January 4, 2016. No assumption should be made that the information contained in this information statement is accurate as of any date other than that date, and the mailing of this information statement will not create any implication to the contrary.

   
   

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   SUMMARY

   The following summary highlights certain information contained in this information statement. Even though we believe the following is a reasonable summary, you should carefully read this entire information statement and the other documents to which this information statement refers you for a more complete understanding of the Merger, including, in particular, the copy of the Merger Agreement, which is included as Annex A to this information statement.

   Unless otherwise indicated or the context requires otherwise, all references to ''Niska,'' the ''Company,'' ''we,'' ''us,'' ''our'' or similar references in this information statement refer to Niska Gas Storage

   Partners LLC and, where appropriate, its subsidiaries; all references to ''ManagementCo'' refer to Niska Gas Storage Management LLC, a Delaware limited liability company; all references to the ''Company Entities'' refer collectively to the Company, ManagementCo and the Company's subsidiaries; all references to ''Niska Sponsor'' refer to Niska Sponsor Holdings Coo¨peratief U.A., a Netherlands coo¨peratief; all references to ''Parent'' refer to Swan Holdings LP, an Ontario partnership; all references to ''Merger Sub'' refer to Swan Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent; all references to the ''Parent Entities'' refer collectively to Parent and Merger Sub; all references to ''Parties'' or ''Party'' refer to the Company, ManagementCo, Niska Sponsor, Parent and Merger sub collectively and individually, respectively; all references to ''Common Units'' refer to common units representing limited liability company interests in the Company; all references to ''Unitholders'' refer to all holders of Common Units; all references to ''Merger Agreement'' refer to the Agreement and Plan of Merger and Membership Interest Transfer Agreement, dated as of June 14, 2015, by and among the Company, ManagementCo, Niska Sponsor, Parent and Merger Sub, a copy of which is included as Annex A to this information statement; all references to the ''Merger'' refer to the merger of the Company and Merger Sub contemplated by the Merger Agreement; all references to the ''Transactions'' refer collectively to the Merger and the other transactions contemplated by the Merger Agreement; all references to our ''Company Board'' refer to the board of directors of the Company; all references to our ''Conflicts Committee'' refer to the Conflicts Committee of the Company Board; all references to our ''LLC Agreement'' refer to the Second Amended and Restated Operating Agreement of the Company; all references to the ''Merger Consideration'' refer to the right of the Unitholders to receive $4.225 in cash per Common Unit, without interest and subject to any required withholding taxes, as provided in the Merger Agreement; all references to the ''FTM Condition'' refer to the receipt by the Company or Merger Sub of certain consents that are set forth on a schedule to the Merger Agreement.

   
   

   The Proposed Transaction

   Pursuant to the Merger Agreement, at the effective time of the Merger (the ''Effective Time''):

   • if the FTM Condition has been waived in writing by Parent or has been satisfied, then the Company will merge with and into Merger Sub (the ''FTM'') with Merger Sub continuing as the surviving entity or, if the FTM Condition has not been waived in writing by Parent or satisfied, then Merger Sub will merge with and into the Company (the ''RTM'', and the FTM or the RTM, as the case may be, is referred to herein as the ''Merger''), with the Company continuing as the surviving entity (the surviving entity in the Merger (whether the FTM or the RTM), is referred to herein as the ''Surviving Entity'');

   • each Common Unit held by the Unitholders will automatically be (a) (except with respect to Common Units owned by the Company, Parent or their respective subsidiaries) converted into the right to receive the Merger Consideration, (b), no longer outstanding, (c) cancelled and

(d) cease to exist, in each case of (b), (c) and (d), subject to the right to receive the Merger Consideration as described in the Merger Agreement, and each holder of a Common Unit immediately prior to the Effective Time (whether certificated or non-certificated and represented in book-entry form) will thereafter cease to be a member of the Company or have

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