0001104659-15-043903.txt : 20150608 0001104659-15-043903.hdr.sgml : 20150608 20150608124655 ACCESSION NUMBER: 0001104659-15-043903 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150608 DATE AS OF CHANGE: 20150608 GROUP MEMBERS: C/R ENERGY GP III, LLC GROUP MEMBERS: CARLYLE/RIVERSTONE ENERGY PARTNERS III, L.P. GROUP MEMBERS: NISKA HOLDINGS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Niska Gas Storage Partners LLC CENTRAL INDEX KEY: 0001483830 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 271855740 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86008 FILM NUMBER: 15917958 BUSINESS ADDRESS: STREET 1: 170 RADNOR CHESTER ROAD STREET 2: SUITE 170 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: (484) 367-7432 MAIL ADDRESS: STREET 1: 170 RADNOR CHESTER ROAD STREET 2: SUITE 170 CITY: RADNOR STATE: PA ZIP: 19087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Niska Sponsor Holdings Cooperatief U.A. CENTRAL INDEX KEY: 0001491465 IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 281.404.1890 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET, SUITE 2500 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 a15-13712_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13D

 

 

(Amendment No. 2)

 

Under the Securities Exchange Act of 1934

 

Niska Gas Storage Partners LLC

(Name of Issuer)

 

Common Units, No Par Value

(Title of Class of Securities)

 

654678 10 1

(CUSIP Number)

 

Dianna Rosser Aprile

c/o Riverstone Holdings LLC

712 Fifth Avenue, 36th Floor

New York, NY 10019

(212) 993-0076

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 5, 2015

(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

 


 

CUSIP No. 654678 10 1

 

 

1.

Names of Reporting Person:
Niska Sponsor Holdings Coöperatief U.A.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (See Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)     o

 

 

6.

Citizenship or Place of Organization
Netherlands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
20,488,525

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
20,488,525

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,488,525

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
53.9%(1)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

(1)           Based on 37,988,724 common units outstanding as of December 31, 2014.

 

1


 

CUSIP No. 654678 10 1

 

 

1.

Names of Reporting Person:
Niska Holdings L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (See Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
20,488,525

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
20,488,525

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,488,525

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
53.9%(1)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

(1)           Based on 37,988,724 common units outstanding as of December 31, 2014.

 

2


 

CUSIP No. 654678 10 1

 

 

1.

Names of Reporting Person:
Carlyle/Riverstone Energy Partners III, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (See Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
20,488,525

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
20,488,525

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,488,525

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
53.9%(1)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

(1)           Based on 37,988,724 common units outstanding as of December 31, 2014.

 

3


 

CUSIP No. 654678 10 1

 

 

1.

Names of Reporting Person:
C/R Energy GP III, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (See Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
20,488,525

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
20,488,525

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
20,488,525

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
53.9%(1)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

(1)           Based on 37,988,724 common units outstanding as of December 31, 2014.

 

4


 

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on February 20, 2014, as amended by the Schedule 13D/A filed on December 31, 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 4.                                 Purposes of Transaction

 

This Amendment amends and restates paragraph (b)-(j) of Item 4 of the Original Schedule 13D by replacing paragraph (b)-(j) thereof with the following:

 

“(b)-(j) The Reporting Persons are exploring options for the sale of all of the Common Units and incentive distribution rights of the Issuer held by Niska Sponsor Holdings and Niska Sponsor Holdings’ 100% limited liability interest in the Manager, including in transactions which may result in mergers or extraordinary corporate transactions involving the Issuer or other actions described in subparagraphs (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect thereto.”

 

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).

 

5


 

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:  June 5, 2015

 

 

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

 

6