RADNOR, PENNSYLVANIA, June 14, 2015 -- Niska Gas
Storage Partners LLC (NYSE:NKA) ("Niska") announced today that it
and its managing member, Niska Gas Storage Management LLC, have
entered into a definitive agreement to be acquired by Brookfield
Infrastructure and its institutional partners ("Brookfield").
Under the terms of the acquisition agreement ("Merger Agreement"),
Brookfield will acquire all of Niska's outstanding common units for
$4.225 per common unit in cash and will acquire the managing member
and the incentive distribution rights in Niska (the
"Transaction").
The Transaction is valued at approximately $911.9
million, including the assumption of debt. Based on the closing
unit price on June 12, 2015, the $4.225 per unit purchase price
represents a premium of approximately 222% to the trading price for
the common units. The closing of the Transaction is expected
to occur in the second half of 2016 and is subject to customary
closing conditions and regulatory approvals, including approval by
the California Public Utilities Commission.
The Merger Agreement has been approved by Niska's
Board of Directors. In addition, the Conflicts Committee of
the Niska Board of Directors has approved the Transaction.
Affiliates of Riverstone Investment Group LLC ("Riverstone"),
owning common units representing, in the aggregate,
approximately 53% of the outstanding common units, have
delivered a written consent approving the Transaction. No
additional unitholder action is required to approve the
Transaction. Niska may, for a limited period and subject to
certain restrictions, discuss and negotiate with certain third
parties regarding unsolicited alternative acquisition proposals,
but is required to provide Brookfield an opportunity to match any
proposals and would be required to pay a termination fee and
reimburse Brookfield's expenses in order to enter into an
alternative transaction with a third party.
In connection with the entry into the Merger
Agreement, Brookfield has committed to lend up to $50.0 million to
Niska under a short term credit facility to be used for working
capital purposes. Brookfield's commitment is subject to
certain conditions, including the completion of definitive
documentation and other conditions under the Merger Agreement.
"Niska appreciates its equity holders' support
over the years in assembling and operating some of the premier gas
storage facilities in North America," said Bill Shea, Chairman,
President and Chief Executive Officer. "We look forward to Niska's
future association with Brookfield and continuing our world-class
operation of the facilities."
Evercore Partners, Inc. is acting as exclusive
financial advisor to Niska and Riverstone and Vinson & Elkins
LLP and Stikeman Elliot LLP are acting as legal advisors to Niska
and Riverstone. Norton Rose Fulbright is acting as legal
advisor to Brookfield. Greenhill & Co. is serving as
exclusive financial advisor to the Conflicts Committee of the Niska
Board of Directors and provided a fairness opinion on the
Transaction, and Richards, Layton & Finger, P.A. is serving as
legal counsel to the Conflicts Committee of the Niska Board of
Directors.
Conference Call
Niska has scheduled a conference call to discuss
its quarterly results on Monday, June 15, 2015 at 10:00 a.m. EDT
(9:00 a.m. CDT), and will briefly discuss the Transaction on that
call. This call will be webcast by NASDAQ OMX and can be accessed
at Niska's website at www.niskapartners.com.
If you are unable to participate in the webcast,
you may access the live conference call by dialing the following
numbers:
Primary Dial-In:
1-877-820-1350
Secondary Dial-In:
1-707-294-1298
Access Code:
64708806
A telephonic replay can be accessed from 1:00 p.m.
EDT, June 15, 2015 until 11:59 p.m. EDT, June 29, 2015, at the
following numbers:
Primary Dial-In:
1-855-859-2056
Secondary Dial-In:
1-404-537-3406
Access Code:
64708806
Important Additional Information
about the Proposed Merger
Niska will file with the Securities and Exchange
Commission ("SEC") a Current Report on Form 8-K, which will
contain, among other things, a copy of the Merger Agreement and the
support agreements. In connection with the Transaction, Niska will
prepare an information statement to be filed with the SEC that will
provide additional important information concerning the
Transaction. When completed, a definitive information statement
will be mailed to the unitholders of Niska. NISKA UNITHOLDERS ARE
STRONGLY ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING NISKA'S INFORMATION STATEMENT, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Niska
unitholders will be able to obtain, without charge, a copy of the
information statement (when available) and other relevant documents
filed with the SEC from the SEC's website at www.sec.gov or (when
available) at the Investor Center at www.niskapartners.com.
Niska Gas Storage Investor Contact:
Sarah Steel - Director, Investor Relations -
403-513-8600
ir@niskapartners.com
Forward Looking
Statements
This press release includes "forward-looking
statements" - that is, statements related to future, not past,
events. Forward-looking statements are based on current
expectations and include any statement that does not directly
relate to a current or historical fact. In this context,
forward-looking statements often address our expected future
business and financial performance, and often contain words such as
"anticipate," "believe," "intend," "expect," "plan," "will" or
other similar words. These forward-looking statements involve
certain risks and uncertainties that ultimately may not prove to be
accurate.
Among other risks and uncertainties, there can be
no guarantee that the Transaction will be completed, or if it is
completed, the time frame in which it will be completed. The
Transaction is subject to the satisfaction of certain conditions
contained in the Merger Agreement. Pursuing the acquisition
could disrupt certain of Niska's current plans, operations,
business, and employee relationships.
For further discussion of risks and uncertainties,
you should refer to Niska's filings with the United States
Securities and Exchange Commission. Actual results and future
events could differ materially from those anticipated in such
statements. Niska undertakes no obligation, and does not
intend to update these forward-looking statements to reflect events
or circumstances occurring after this press release. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press
release. All forward-looking statements are qualified in
their entirety by this cautionary statement.
About Niska
Niska is a growth-oriented midstream natural gas
services provider with operations focused on owning, operating,
developing and acquiring midstream energy assets in the United
States and Canada. We are currently the largest independent
owner and operator of natural gas storage in North America, with
strategically located assets in key natural gas producing and
consuming regions. Niska owns and operates three natural gas
storage facilities, including the AECO HubTM in Alberta,
Canada; Wild Goose in California; and Salt Plains in Oklahoma. We
also contract for natural gas storage capacity in the U.S.
Mid-continent.
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Niska Gas Storage Partners LLC via
Globenewswire
HUG#1928358
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