Niska Gas Storage Partners LLC (NYSE: NKA), a midstream natural gas services provider with primary offices in Radnor, Pennsylvania and Calgary, recently agreed to be bought by an investor group led by Brookfield Infrastructure. The transaction is valued at about $912 million, including the assumption of debt, and is expected to be completed in the second half of 2016. In connection with the deal, Brookfield has committed to lend up to $50 million to Niska for working capital purposes. Niska is currently a portfolio company of U.S. private equity firms Riverstone Holdings and The Carlyle Group. A fund affiliated with the two investors bought Niska from Encana Corp in 2006.
Niska Gas Storage Partners LLC Agrees To Be Acquired By Brookfield Infrastructure
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.
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
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.
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.
Photo courtesy of Niska Gas Storage Partners LLC