UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

 

SCHEDULE 13D

 

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

 

 

(1)                                 Based on 37,988,724 common units outstanding as of December 23, 2014.

 

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(1)                                 Based on 37,988,724 common units outstanding as of December 23, 2014.

 

2

 

 

(1)                                 Based on 37,988,724 common units outstanding as of December 23, 2014.

 

3

 

 

(1)                                 Based on 37,988,724 common units outstanding as of December 23, 2014.

 

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This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed on February 20, 2014 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, this “Schedule 13D”) by the Reporting Persons with respect to the Common Units of the Issuer.  Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

 

Item 2.                                 Identity and Background

 

This Amendment amends and restates the fourth paragraph of Item 2 of the Original Schedule 13D as set forth below:

 

“Niska Sponsor Holdings is an entity formed for purposes of holding ownership in the Issuer.  Niska Sponsor Holdings owns a 100% limited liability company interest in Niska Gas Storage Management LLC, a Delaware limited liability company (the “Manager”), which has a 1.80% managing member interest in the Issuer.  Niska Holdings owns a 100% interest in Niska Sponsor Holdings. Carlyle/Riverstone Energy Partners is the general partner of Niska Holdings.  C/R Energy GP III exercises investment discretion and control over the units held by Niska Sponsor Holdings through Carlyle/Riverstone Energy Partners, of which C/R Energy GP III is the sole general partner.  C/R Energy GP III’s principal business is serving as the general partner of Carlyle/Riverstone Energy Partners. C/R Energy GP III is managed by an eight person management committee.”

 

Item 3.                                 Source and Amount of Funds or Other Consideration

 

This Amendment amends and restates Item 3 of the Original Schedule 13D in its entirety as set forth below:

 

“The Issuer filed a registration statement with the Securities and Exchange Commission (the “Commission”) to authorize the issuance of up to 7,500,000 Common Units in connection with a distribution reinvestment plan (“DRIP”).  The DRIP provides unitholders of record and beneficial owners of Common Units a voluntary means by which unitholders can increase the number of Common Units owned by reinvesting the quarterly cash distributions unitholders would otherwise receive in the purchase of additional Common Units.  Niska Sponsor Holdings participates in the DRIP, pursuant to which it uses the quarterly cash distributions that it receives on its Common Units to purchase additional Common Units.  During the year ended March 31, 2014, Niska Sponsor Holdings was issued 1,252,810 Common Units in lieu of receiving cash distributions of approximately $18.3 million. During the nine months ended December 31, 2014, Niska Sponsor Holdings was issued 2,243,470 Common Units in lieu of receiving cash distributions of approximately $19.6 million.”

 

Item 5.                                 Interest in Securities of the Issuer

 

This Amendment amends and restates Item 5 of the Original Schedule 13D in its entirety as set forth below:

 

“(a)-(b) The percent of class provided for each reporting person below is based on 37,988,724 Common Units outstanding as of December 23, 2014.

 

1.              Niska Sponsor Holdings Coöperatief U.A.

A.            Amount beneficially owned:  20,488,525

B.            Percent of class:  53.9%

C.            Number of units as to which the person has:

i.                  Sole power to vote or to direct the vote:  0

ii.               Shared power to vote or to direct the vote:  20,488,525

iii.            Sole power to dispose or to direct the disposition of:  0

iv.           Shared power to dispose or to direct the disposition of:  20,488,525

 

2.              Niska Holdings L.P.

A.            Amount beneficially owned:  20,488,525

B.            Percent of class:  53.9%

C.            Number of units as to which the person has:

i.                  Sole power to vote or to direct the vote:  0

ii.               Shared power to vote or to direct the vote:  20,488,525

iii.            Sole power to dispose or to direct the disposition of:  0

 

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iv.           Shared power to dispose or to direct the disposition of:  20,488,525

 

3.              Carlyle/Riverstone Energy Partners III, L.P.

A.            Amount beneficially owned:  20,488,525

B.            Percent of class:  53.9%

C.            Number of units as to which the person has:

i.                  Sole power to vote or to direct the vote:  0

ii.               Shared power to vote or to direct the vote:  20,488,525

iii.            Sole power to dispose or to direct the disposition of:  0

iv.           Shared power to dispose or to direct the disposition of:  20,488,525

 

4.              C/R Energy GP III, LLC

A.            Amount beneficially owned:  20,488,525

B.            Percent of class:  53.9%

C.            Number of units as to which the person has:

i.                  Sole power to vote or to direct the vote:  0

ii.               Shared power to vote or to direct the vote:  20,488,525

iii.            Sole power to dispose or to direct the disposition of:  0

iv.           Shared power to dispose or to direct the disposition of:  20,488,525

 

Niska Sponsor Holdings owns a 100% limited liability company interest in the Manager, which has a 1.80% managing member interest in the Issuer.  Niska Holdings owns a 100% interest in Niska Sponsor Holdings.  Carlyle/Riverstone Energy Partners is the general partner of Niska Holdings.  C/R Energy GP III exercises investment discretion and control over the units held by Niska Sponsor Holdings through Carlyle/Riverstone Energy Partners, of which C/R Energy GP III is the sole general partner.  The Reporting Persons other than Niska Sponsor Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly or indirectly by Niska Sponsor Holdings.

 

C/R Energy GP III is managed by an eight person investment committee consisting of Pierre F. Lapeyre, Jr., David M. Leuschen, Michael B. Hoffman, N. John Lancaster, Daniel A. D’Aniello, William E. Conway, Jr., David M. Rubenstein and Edward J. Mathias.

 

(c)  During the year ended March 31, 2014, Niska Sponsor Holdings was issued 1,252,810 Common Units in lieu of receiving cash distributions of approximately $18.3 million. During the nine months ended December 31, 2014, Niska Sponsor Holdings was issued 2,243,470 Common Units in lieu of receiving cash distributions of approximately $19.6 million.

 

(d)         Not applicable.

 

(e)          Not applicable.”

 

Item 7.                                 Material to be Filed as Exhibits

 

Exhibit Number		Description of Exhibit
99.1		Joint Filing Agreement, dated February 13, 2012 (incorporated by reference to Exhibit 99.1 to the Schedule 13G/A filed by the Reporting Persons on February 14, 2012).

 

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SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct.

 

 

Dated:  December 31, 2014

 

	NISKA SPONSOR HOLDINGS COÖPERATIEF U.A.
	By:	/s/ Peter Haskopoulos
	Name:	Peter Haskopoulos
	Title:	Authorized Person
	NISKA HOLDINGS L.P.
	By Carlyle/Riverstone Energy Partners III, L.P., its general partner
	By C/R Energy GP III, LLC, its general partner
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Authorized Person
	CARLYLE/RIVERSTONE ENERGY PARTNERS III, L.P.
	By C/R Energy GP III, LLC, its general partner
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Authorized Person
	C/R ENERGY GP III, LLC
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Authorized Person

 

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