NKA Niska Gas Storage Partners Llc Common Units Representing Limited Liability Company Interests

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 Coöperatief U.A., a Netherlands coöperatief; 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"):

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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");



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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

any rights with respect to Common Units, except the right to receive the Merger Consideration as described in the Merger Agreement, upon the terms and subject to the conditions set forth in the Merger Agreement;

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Niska Sponsor will transfer to Parent, and Parent will acquire from Niska Sponsor, (a) its ownership of 100% of the membership interest in ManagementCo (the "ManagementCo Interests" and the transfer of the ManagementCo Interests, the "ManagementCo Interests Transfer") and (b) the incentive distribution rights (the "Incentive Distribution Rights Transfer," and, together with the ManagementCo Interests Transfer, the "Managing Member Transfer");



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in the case of an FTM, Parent will be the holder of all of the issued and outstanding equity of the Surviving Entity and, in the case of an RTM, Parent and ManagementCo will be the holders of all of the issued and outstanding equity of the Surviving Entity;



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any membership interests in the Company that are owned immediately prior to the Effective Time by the Company or any of its subsidiaries, and any membership interests in the Company (other than the incentive distribution rights and the management and ownership interest in the Company held by ManagementCo (the "Managing Member Interest")) owned immediately prior to the Effective Time by Parent or any of its subsidiaries, in each case, will be automatically cancelled and cease to exist and no consideration will be delivered in exchange for those cancelled membership interests; and



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the Company and ManagementCo will use reasonable best efforts to delist and deregister the Common Units as promptly as practicable after the Effective Time.

The Parties to the Merger (Page 11)

The Company

        We are a Delaware limited liability company whose predecessor was formed in 2006 to own and operate natural gas storage assets. We own or contract for approximately 244.9 billion cubic feet, or Bcf, of total natural gas storage capacity. For a detailed description of our business, see our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, which are included as annexes C and D, respectively, to this information statement.

        Our principal executive office is located at 170 Radnor Chester Road, Suite 150, Radnor, PA, and our telephone number is (484) 367-7462. You may reach our Investor Relations office at (403) 513-8650.

ManagementCo

        Niska Gas Storage Management LLC, which is referred to herein as "ManagementCo," is a Delaware limited liability company and sole managing member of the Company. Niska Sponsor owns 100% of the membership interest in ManagementCo.

        The mailing address of ManagementCo's principal executive office is 170 Radnor Chester Road, Suite 150, Radnor, PA, and its telephone number is (484) 367-7462.

Niska Sponsor

        Niska Sponsor Holdings Coöperatief U.A., which is referred to herein as "Niska Sponsor," is a Netherlands coöperatief.

        The mailing address of Niska Sponsor's principal executive office is Prins Bernhardplein 200, 1097 JB, Amsterdam, the Netherlands.

Parent

        Swan Holdings LP, which is referred to herein as "Parent," is a subsidiary of Brookfield Infrastructure Group ("Brookfield"). Parent is an Ontario partnership.

        The mailing address of Parent's principal executive office is 1200 Smith Street, Suite 1200, Houston, TX 77002.

Merger Sub

        Swan Merger Sub LLC, which is referred to herein as "Merger Sub," is a Delaware limited liability company formed by Parent solely for the purpose of completing the Merger. Merger Sub is a subsidiary of Parent and has not engaged in any business to date, except for activities incidental to its organization and activities undertaken in connection with the Merger and the other Transactions.

        The mailing address of Merger Sub's principal executive office is 1200 Smith Street, Suite 1200, Houston, TX 77002.

The Merger Agreement

Conditions to the Merger (Page 48)

        As more fully described in this information statement and the Merger Agreement, the consummation of the Merger depends on the satisfaction or waiver of several conditions. If these conditions are not satisfied or waived, the Merger will not be consummated. These conditions include, among others: (i) the expiration or early termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "Hart-Scott-Rodino Act"), (ii) approval by the California Public Utilities Commission ("CPUC") of the Transactions; (iii) a no action letter pursuant to the Competition Act (as defined below) and merger notification filings pursuant to Part IX of the Competition Act; (iv) delivery by Niska Sponsor to Parent of certain consents as set forth in a schedule to the Merger Agreement (the "Required Consents"); (v) delivery by Niska Sponsor to Parent of certain amendments to material contracts as set forth in a schedule to the Merger Agreement (the "Required Amendments"); (vi) the absence of certain legal impediments to the consummation of the Merger, (vii) the accuracy of the Parties' representations and warranties, and (viii) the performance of the Parties' obligations under the Merger Agreement. Following the execution of the Merger Agreement, the Parties determined that notice and waiting period requirements of the Hart-Scott-Rodino Act do not apply to the transactions contemplated by the Merger Agreement and waived the condition relating to the Hart-Scott-Rodino Act.

No Solicitation or Withdrawal of Recommendation (Page 51)

        The Company, Niska Sponsor and ManagementCo have agreed that they, their subsidiaries and their respective officers, managers or directors (the "Non-Solicit Parties"), among other things, (i) will not initiate, solicit or knowingly facilitate or encourage any inquiries or discussions regarding, or the making or submission of, any proposal, request or offer that constitutes, or could reasonably be expected to lead to, an alternative acquisition proposal for the acquisition of the Company, (ii) will not approve, endorse, recommend or enter into any contract or agreement in principle, whether written or oral, with any person (other than Parent and Merger Sub) concerning any letter of intent, memorandum of understanding, acquisition agreement, merger agreement, joint venture agreement, partnership agreement or other similar contract concerning an alternative proposal (other than negotiating and entering into a confidentiality and standstill agreement pursuant to the terms of the Merger Agreement), (iii) will not terminate, amend, release, modify, or fail to enforce any provision of, or grant any permission, waiver or request under, any standstill, confidentiality or similar contract entered into by one or more of the Company, Niska Sponsor or ManagementCo in respect of or in

contemplation of an alternative proposal (other than to the extent the Company Board determines in good faith, after consultation with its outside financial and legal advisors, that failure to take any such actions would not be in the best interests of the Company's unitholders), (iv) will not conduct, engage in, continue or otherwise participate in any discussions or negotiations regarding alternative acquisition proposals for the acquisition of the Company, and (v) will not furnish any non-public information or afford access to the books and records of the Company Entities to any third party that is seeking to make, or has made, an alternative acquisition proposal. However, during the period from June 14, 2015 through 11:59 p.m. Eastern Daylight Time on July 29, 2015 (the "Window Shop Period"), the Non-Solicit Parties were permitted to provide information or access to the books and records of the Company Entities and to engage or participate in discussions or negotiations with third parties making alternative proposals, as long as the Company Entities and Niska Sponsor delivered written notice of such bona fide acquisition proposal to Parent, such third parties executed confidentiality and standstill agreements, the Company Entities disclosed to Parent the information to be provided, and the Company Board determined in good faith, after consultation with outside advisors, that such proposal either constituted or was reasonably likely to result in a superior proposal. In order to constitute a superior proposal, an alternative acquisition proposal was required to include an offer to provide financing to the Company on terms (including tenor, amount and interest rate) no less favorable than provided for in the Short Term Credit Facility (defined below). Following receipt of notice from the Company with respect to a superior proposal, Parent would have been entitled to negotiate with Niska Sponsor and the Company Entities regarding an amendment to the Merger Agreement so that the proposal ceased to be a superior proposal.

        Prior to the end of the Window Shop Period, and subject to certain terms of the Merger Agreement, the Company Board was permitted to withdraw its recommendation regarding the Merger if the Company Board determined that a bona fide alternative acquisition proposal constituted a superior proposal, and if the Company Board determined in good faith after consultation with its outside advisors that the Merger Agreement or the transactions contemplated thereby were not in the best interests of the unitholders other than the Niska Sponsor and its affiliates.

        The Company received no alternative proposals during the Window Shop Period.

Termination of the Merger Agreement (Page 53)

        The Merger Agreement contains certain termination rights for both the Company and Parent including, among others, (i) by mutual agreement of Niska Sponsor, the Company and Parent, (ii) by either Niska Sponsor, the Company or Parent in the event that the Merger has not been consummated on or before June 14, 2017 (the "Termination Date"), (iii) by Parent, if the Company Board withdrew its recommendation that the Company's unitholders approve the Merger and Merger Agreement, and (iv) by the Company, if the Company Board withdrew its recommendation for a superior proposal, in each case, subject to the terms of the Merger Agreement.

Termination Fees and Expenses (Page 54)

        Upon termination of the Merger Agreement under certain specific circumstances, the Company will be required to pay Parent a termination fee of $27,000,000 (the "Termination Fee") and reimburse certain Parent expenses in relation to the Merger Agreement, not to exceed $5,000,000, including, among others, in the event that Parent or the Company terminates the Merger Agreement due to the Company Board's withdrawal of its recommendation.

Regulatory Approvals Required for the Merger (Page 41)

        Each Party has also agreed to request a no action letter pursuant to the Competition Act (Canada), R.S.C., 1985, c. C-34, including the regulations promulgated thereunder ("Competition Act")

and merger notification filings pursuant to Part IX of the Competition Act with respect to the Transactions within fifteen (15) business days after the signing of the Merger Agreement, and any other filing or notification required pursuant to any other competition- or antitrust-related legal or regulatory requirements of foreign jurisdictions, commissions or governing bodies ("Antitrust Law"), including the laws related to the CPUC, with respect to the Transactions within fifteen (15) business days after the signing of the Merger Agreement.

        Under the Merger Agreement, both the Company and Parent have agreed to cooperate with each other and use their respective reasonable best efforts to obtain all required governmental approvals and avoid any action or proceeding by a governmental entity to the extent necessary, proper or advisable to consummate the Merger, subject to exceptions for any divestitures or similar actions that may be required of the parties. Except as noted above with respect to the required filings under the Competition Act, Antitrust Laws (including the laws related to the CPUC), the expiration of 20 days from the dissemination of this information statement to our Unitholders and the filing of a certificate of merger in Delaware on the closing date of the Merger, we are unaware of any material federal, state or foreign regulatory requirements or approvals required for the execution of the Merger Agreement or consummation of the Merger or the other Transactions.

Phantom Unit Awards and the Retention Plan (Page 34)

        The Company previously granted incentive awards to various directors and employees pursuant to one or both of our long term incentive compensation plans, the Niska Gas Storage Partners LLC 2010 Long Term Incentive Plan (the "LTIP") or the Niska Gas Storage Partners LLC Phantom Unit Performance Plan (the "PUPP") (collectively, the LTIP and the PUPP will be referred to herein as the "Incentive Plans"). Certain of our executive officers and other employees hold outstanding phantom unit awards under the Incentive Plans (a "Phantom Unit"). A Phantom Unit is a notional unit that, upon vesting, entitles the holder to receive, at the time of settlement, a fully vested Common Unit or the cash equivalent amount of a Common Unit. We also adopted the Niska Gas Storage Partners LLC Transaction Incentive and Retention Bonus Plan (the "Retention Plan") on June 14, 2015 in connection with the signing of the Merger Agreement, which may impact the outstanding Phantom Units granted to certain employees, including some of our executive officers.

Opinion of Financial Advisor to the Conflicts Committee (Page 23)

Opinion of Greenhill & Co., LLC

        The Conflicts Committee retained Greenhill & Co., LLC ("Greenhill") to act as its financial advisor in connection with the Merger. On June 14, 2015, Greenhill delivered a written opinion to the Conflicts Committee as to the fairness, from a financial point of view and as of such date, of the Merger Consideration to be received pursuant to the Merger Agreement by the Unitholders other than Niska Sponsor and its affiliates (the "Unaffiliated Unitholders"). The full text of Greenhill's written opinion, dated June 14, 2015, is attached as Annex B to this information statement and is incorporated in this document by reference. The written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by Greenhill in rendering its opinion. Greenhill delivered its opinion to the Conflicts Committee for the information of the Conflicts Committee (in its capacity as such) in connection with and for purposes of its evaluation of the Merger Consideration from a financial point of view and did not address any other aspect of the Merger, including the proportionate allocation or relative fairness of the Merger Consideration or other consideration to be received in the Merger, the related transactions or otherwise. No opinion or view was expressed as to the underlying business decision to proceed with or effect the Merger or the related transactions or the relative merits of the Merger or any related transactions as compared to alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage or consider, or

whether any alternative transaction might produce consideration for the Unaffiliated Unitholders in excess of that contemplated in the Merger. Greenhill's opinion is not and did not constitute a recommendation to the members of the Conflicts Committee as to whether to approve the Merger or the related transactions or the Merger Agreement or related documents, or as to how any Unitholder or other party should act in connection with the Merger, any related transactions or otherwise.

Debt Commitment (Page 28)

        Concurrently with the execution of the Merger Agreement, the Company entered into a Commitment Letter (including the term sheet attached thereto, the "Commitment Letter") with BIF II Swan Finance Co. (Delaware) LLC, an affiliate of Parent ("Lender"), which provides that, subject to certain terms and conditions, Lender will provide a senior multiple draw term loan credit facility in an aggregate amount of $50,000,000 (the "Short Term Credit Facility") with draws in minimum amounts and subject to procedures to be negotiated and governed by a definitive written loan agreement. Proceeds of the loans under the Short Term Credit Facility are to be for working capital purposes.

        Lender's commitment, and its obligation to make loans under the Short Term Credit Facility, is subject to a number of conditions, including, among others, (i) there not having occurred any uncured breach by Niska Sponsor, ManagementCo, the Company or any of its subsidiaries under the Merger Agreement which has resulted in a termination of the Merger Agreement (a "Merger Agreement Default"), (ii) the occurrence after the date of the Commitment Letter or the existence of any facts or circumstances that would result in the occurrence of a Merger Agreement Default; (iii) the negotiation, execution and delivery on or before 60 days after the date of the Commitment Letter of definitive documentation with respect to the Short Term Credit Facility satisfactory to the Lender acting reasonably and in good faith; and (iv) the Company's compliance with the terms of the Commitment Letter. On July 28, 2015, the Company entered into the Short Term Credit Facility.

        For additional information on the debt commitment, please see "The Merger—Debt Commitment."

Recommendation of the Company Board (Page 12)

        On May 6, 2015, by unanimous written consent, the Company Board delegated to the Conflicts Committee the power and authority to, among other things, (i) consider, review, evaluate and analyze the Merger and to consider, review, evaluate and analyze any conflict, agreement, transaction or situation in connection therewith; (ii) determine whether the Merger is in the best interests of the Company and the Unaffiliated Unitholders and, if applicable, to provide approval of the Merger; and (iii) make a recommendation to the full Company Board concerning what action, if any, should be taken by the Company Board and the Company with respect to the Merger.

        On June 14, 2015, after consideration, the Conflicts Committee, among other things: (i) determined that the Merger Agreement and transactions contemplated thereby on the terms set forth therein are advisable, fair and reasonable to, and in the best interests of, the Company and the Unaffiliated Unitholders, and (ii) approved the execution and delivery of the Merger Agreement by the Company, and, subject to the approval of the Merger Agreement by the holders of a majority of the outstanding Common Units, the consummation of the transactions contemplated by the Merger Agreement upon substantially the terms and conditions set forth in the Merger Agreement.

        After consideration, the Company Board:

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approved and declared the Merger Agreement and the Transactions to be advisable and in the best interests of the Company and the Unitholders, and declared it advisable to enter into the Merger Agreement;

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approved the execution and delivery of the Merger Agreement by the Company and consummation of the transactions contemplated in the Merger Agreement, and



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resolved to submit the Merger Agreement to the non-managing members of the Company for approval by the holders of a majority of the outstanding Common Units.

        For a discussion of the material factors considered by the Company Board in reaching their conclusion, see "The Merger—Reasons for the Merger."

Required Approval of the Merger; Written Consent (Page 19)

        Our LLC Agreement provides that the affirmative vote or written consent of members holding a majority of the outstanding Common Units is required to approve the Merger Agreement. On June 14, 2015, Niska Sponsor, as the holder of approximately 53.93% of the issued and outstanding Common Units at such time, executed a written consent approving and consenting to the Merger Agreement and the Merger. As a result, no other Unitholder vote is necessary to approve the Merger Agreement, and your approval is not required and is not requested.

        Federal securities laws provide that the Merger may not be consummated until 20 days after the date of mailing of this information statement to our Unitholders. Notwithstanding the execution and delivery of the written consent, the Merger will not occur until this time period has elapsed and all conditions to closing related to any regulatory requirements are satisfied. We expect the Merger to be consummated before June 14, 2017; however, there can be no assurance that the Merger will be consummated at that time, or at all.

        When actions are taken by written consent of less than all of the Unitholders entitled to vote on a matter, our LLC Agreement requires that notice of the action be provided to those Unitholders who did not consent. This information statement and the notice that it accompanies constitute notice to you of action by written consent as required by our LLC Agreement.

Interests of Directors and Executive Officers in the Merger (Page 33)

        Some of our executive officers and the members of the Company Board have interests in the Merger that are different from, or in addition to, the interests of our Unitholders generally.

        These interests include:

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the right to continued indemnification and directors' and officers' liability insurance for our directors and officers by the surviving company for events occurring prior to the time of the Merger;



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with respect to certain executive officers, the right to receive accelerated vesting of outstanding equity awards in the event of a termination of employment during the 180 day period following the consummation of the Merger;



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with respect to certain executive officers, the right to receive specified severance payments in the event of termination of employment under certain circumstances;



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with respect to certain executive officers, the right to earn retention payments for continued employment through specified dates on and following the consummation of the Merger; and



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with respect to certain directors of ManagementCo who are affiliated with Riverstone Investment Group LLC ("Riverstone"), the right by Niska Sponsor to receive consideration for the Managing Member Transfer in the amount of $7,497,641.00 (the "Managing Member Purchase Price").

        See "The Merger—Interests of Directors and Executive Officers in the Merger."

Material U.S. Federal Income Tax Consequences of the Merger to Our Unitholders (See Page 31)

        The Merger will be a taxable transaction resulting in holders of our Common Units recognizing taxable gain or loss for U.S. federal income tax purposes. Unitholders are urged to consult their own tax advisors as to the particular consequences of the Merger to them, including the applicability of federal, state, local, foreign and other tax laws. For a discussion of certain U.S. federal income tax consequences of the Merger, see "The Merger—Material U.S. Federal Income Tax Consequences of the Merger to Our Unitholders."

Market Price of Our Common Units (See Page 56)

        Our Common Units are listed on the New York Stock Exchange ("NYSE") under the trading symbol "NKA." The closing sale price of our Common Units on the NYSE on June 12, 2015, the last full trading day prior to the announcement of the Merger, was $1.31 per Common Unit. The Merger Consideration represents a premium in excess of 222% to the closing sale price of our Common Units on June 12, 2015. On December 31, 2015, the last trading day before the date of this information statement, the closing sale price of our Common Units on the NYSE was $3.13 per Common Unit.

Litigation Related to the Merger (See Page 42)

        Subsequent to the announcement of the Merger on June 14, 2015, alleged Unitholders (the "Plaintiffs") filed four class action lawsuits against the Company, ManagementCo, Niska Sponsor (collectively, the "Niska Parties"), Brookfield Infrastructure Partners L.P., Parent, Merger Sub, and the members of the Company Board (collectively with the Niska Parties, the "Defendants") in the Court of Chancery of the State of Delaware. These lawsuits are styled (a) Eddie Barringer vs. Niska Gas Storage Partners LLC, et al. (Case No. 11210); (b) David Raul vs. Niska Gas Storage Partners LLC, et al. (Case No. 11220); (c) Nathan Peterson vs. Niska Gas Storage Partners LLC, et al. (Case No. 11234); and (d) Fred Pappey vs. William H. Shea, Jr. et al., (Case No. 11238). The above styled lawsuits have been consolidated for all purposes and captioned In re Niska Gas Storage Partners Stockholders Litigation, CONSOL. C.A. No. 11210-CB.

        The Plaintiffs allege causes of action challenging aspects of the Merger, including that the Company Board breached their alleged duties to the Unitholders and that the Niska Parties and Brookfield aided and abetted the Company Board's breaches of alleged duties.

        Based on these allegations, the Plaintiffs request relief enjoining the Niska Parties from proceeding with or consummating the Merger. To the extent that the Merger is consummated before injunctive relief is granted, the Plaintiffs seek to have the Merger rescinded. Plaintiffs also seek damages and experts' and attorneys' fees. The Plaintiffs do not allege any quantum of damages at this time.

QUESTIONS AND ANSWERS ABOUT THE MERGER

        The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Unitholder. Please refer to the additional information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to in this information statement.

Q.

WHY DID I RECEIVE THIS INFORMATION STATEMENT?

A.

The Company and Parent have agreed to the acquisition of the Company by Parent upon the terms and conditions of the Merger Agreement described in this information statement. Niska Sponsor has consented to the Merger as required under our LLC Agreement. Applicable provisions of our LLC Agreement and certain Federal securities regulations require us to provide you with information regarding the Merger, even though your vote or proxy is neither required nor requested to approve the Merger Agreement or consummate the Merger.

Q.

WHAT IS THE PROPOSED TRANSACTION?

A.

The proposed transaction is the acquisition of the Company by Parent. The proposed transaction will be accomplished through a merger of Merger Sub, a subsidiary of Parent, with the Company. If the FTM Condition has been waived or satisfied, then the Company will merge with and into Merger Sub, with Merger Sub as the Surviving Entity. If the FTM Condition has not been waived or satisfied, then Merger Sub will merge with and into the Company, with the Company as the Surviving Entity. In the case of an FTM, Parent will be the holder of all of the issued and outstanding equity of the Surviving Entity and, in the case of an RTM, Parent and ManagementCo will be the holders of all of the issued and outstanding equity of the Surviving Entity. Prior to the closing date, the Company and ManagementCo will use reasonable best efforts to enable the delisting of the Common Units from the NYSE and the deregistration of the Common Units under the Securities Exchange Act of 1934 (the "Exchange Act") as promptly as practicable after the Effective Time, and in any event no more than ten (10) days after the closing date.

Q.

WHY DID THE COMPANY BOARD APPROVE THE MERGER AND THE MERGER AGREEMENT?

A.

The Board delegated to the Conflicts Committee the power and authority to, among other things, determine whether the Merger is in the best interests of the Company and the Unaffiliated Unitholders and, if applicable, to provide approval of the Merger and make a recommendation to the Company Board concerning what action, if any, should be taken by the Company Board and the Company with respect to the Merger.

After consideration, the Conflicts Committee, among other things, determined that the Merger Agreement and transactions contemplated thereby on the terms set forth therein are advisable, fair and reasonable to, and in the best interests of, the Company and the Unaffiliated Unitholders.

After consideration and evaluation of the Merger, the Company Board approved and declared the Merger Agreement and the Transactions to be advisable and in the best interests of the Company and the Unaffiliated Unitholders, and declared it advisable, to enter into the Merger Agreement. To review the Company Board's reasons for recommending and approving the Merger Agreement and the Transactions, see "The Merger—Reasons for the Merger."

Q.

IS THE APPROVAL OF UNITHOLDERS NECESSARY TO APPROVE THE MERGER AGREEMENT? WHY AM I NOT BEING ASKED TO VOTE ON THE MERGER AGREEMENT AND MERGER?

A.

Our LLC Agreement requires the approval of the Merger Agreement by the holders of at least a majority of the outstanding Common Units. The requisite Unitholder approval was obtained on June 14, 2015, the date on which Niska Sponsor, which holds 53.93% of the outstanding Common Units, delivered to the Company a written consent approving the Merger Agreement and the Transactions. Therefore, your vote is not required and is not being sought. We are not asking you for a proxy and you are requested not to send us a proxy.

Q.

IF THE MERGER IS CONSUMMATED, WHAT WILL I RECEIVE FOR MY COMMON UNITS?

A.

Common Units held by Unitholders (other than the Company, Parent and their respective subsidiaries) immediately prior to the consummation of the Merger will be converted into the right to receive the Merger Consideration. In the event of a transfer of ownership of Common Units that is not registered in the records of the Company, the Merger Consideration may, subject to certain requirements, be paid to a person other than the person in whose name the Common Units so surrendered is registered. See "The Merger—Conversion of Common Units; Procedures for Exchange of Common Units; Payment of Merger Consideration."

Q.

WILL THE MERGER CONSIDERATION I RECEIVE IN THE MERGER INCREASE IF THE PRICE OF THE COMPANY'S COMMON UNITS INCREASES ABOVE THE MERGER CONSIDERATION?

A.

No. The Merger Consideration is fixed. The Merger Agreement does not contain any provision that would adjust the Merger Consideration (in either direction) based on fluctuations in the price of our Common Units.

Q.

IS THE MERGER SUBJECT TO THE FULFILLMENT OF CERTAIN CONDITIONS?

A.

Yes. Before consummation of the Merger, several closing conditions must be satisfied or waived. If these conditions are not satisfied or waived, the Merger will not be consummated. For example, the consummation of the Merger is subject to the satisfaction or waiver of certain regulatory approvals as well as customary and certain other conditions, including, among others: (i) approval of the Transactions by the CPUC; (ii) a no action letter pursuant to the Competition Act and merger notification filings pursuant to Part IX of the Competition Act; (iii) delivery by Niska Sponsor to Parent of the Required Consents; (iv) delivery by Niska Sponsor to Parent of the Required Amendments; (v) the absence of certain legal impediments to the consummation of the Merger; (vi) the accuracy of the Parties' representations and warranties; and (vii) the performance of the Parties' obligations under the Merger Agreement. See "The Merger Agreement—Conditions to the Merger."

Q.

AM I ENTITLED TO APPRAISAL RIGHTS?

A.

No. Under the Delaware Limited Liability Company Act and the Merger Agreement, no dissenters or appraisal rights are or will be available in connection with the Merger or the other Transactions.

Q.

WHAT HAPPENS IF A THIRD PARTY MAKES AN OFFER TO ACQUIRE THE COMPANY BEFORE THE MERGER IS CONSUMMATED?

A.

Under the Merger Agreement, since 11:59 p.m. (Central Time) on July 29, 2015, the Company has been prohibited from entering into discussions and negotiations with any person that submits an alternative acquisition proposal.

Q.

WHEN IS THE MERGER EXPECTED TO BE CONSUMMATED?

A.

We expect the Merger to be consummated before June 14, 2017. However, there can be no assurance that the Merger will be consummated by that time, or at all.

Q.

WILL I OWE U.S. FEDERAL INCOME TAXES AS A RESULT OF THE MERGER?

A.

The Merger will be a taxable transaction resulting in holders of our Common Units recognizing taxable gain or loss for U.S. federal income tax purposes. Any taxable gain you recognize as a result of the Merger may be subject to U.S. federal income taxes (and taxes under applicable state, local, foreign or other tax laws). See "The Merger—Material U.S. Federal Income Tax Consequences of the Merger to Our Unitholders." You are urged to consult your own tax advisors as to the particular consequences of the Merger to you, including the applicability of federal, state, local, foreign and other tax laws.

Q.

WHAT EFFECT WILL THE MERGER HAVE ON MY SCHEDULE K-1 TAX REPORT?

A.

If the Merger is completed, your Schedule K-1 tax report for the year in which the Merger is completed will be your final Schedule K-1 tax report. After the Merger is completed, you will have no continuing interest in the Company, and you will not receive Schedule K-1 tax reports for the Company for tax years after the year in which the Merger occurs.

Q.

WHERE CAN I FIND MORE INFORMATION ABOUT THE COMPANY?

A.

We file periodic reports and other information with the U.S. Securities and Exchange Commission, which we refer to as the "SEC." The most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q that we have filed with the SEC are included as annexes to this information statement. You may read and copy all periodic reports and other information that we file with the SEC at the SEC's public reference facilities. Please call the SEC at 1-800-SEC-0330 for information about these facilities. This information is also available on the internet site maintained by the SEC at www.sec.gov. Information about us is also available on our internet site at www.niskapartners.com. For a more detailed description of the information available, please refer to the section entitled "Where You Can Find More Information." Please note that information contained on our website is not incorporated by reference in, nor considered to be part of, this information statement.

Q.

WHO CAN HELP ANSWER MY QUESTIONS?

A.

If you have questions about the Merger after reading this information statement, please contact Sarah Steel, Director of Investor Relations, Niska Gas Storage Partners LLC, at (403) 513-8650 or at ir@niskapartners.com.

THE PARTIES TO THE MERGER

The Company

        We are a Delaware limited liability company whose predecessor was formed in 2006 to own and operate natural gas storage assets. We own or contract for approximately 244.9 Bcf of total natural gas storage capacity. Since our inception in 2006, we have added 106.3 Bcf of new storage capacity, an increase of approximately 74%. Our natural gas storage facilities allow us to offer our customers "multi-cycle" gas contracts, which permit them to inject and withdraw their natural gas multiple times in one year, providing more flexibility to capture market opportunities. Since our inception, our storage contracts have provided cyclability rates ranging from 1.0 to 6.0 times per year.

        Our headquarters is located in Radnor, Pennsylvania, and our operations center is located in Calgary, Alberta, Canada. Our principal executive office is located at 170 Radnor Chester Road, Suite 150, Radnor, PA, and our telephone number is (484) 367-7462.

        For a more detailed description of our business, please see our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, which are included as Appendixes C and D, respectively, to this information statement.

ManagementCo

        Niska Gas Storage Management LLC, which is referred to herein as "ManagementCo," is a Delaware limited liability company and sole managing member of the Company. Niska Sponsor owns 100% of the membership interest in ManagementCo.

        The mailing address of ManagementCo's principal executive office is 170 Radnor Chester Road, Suite 150, Radnor, PA, and its telephone number is (484) 367-7462.

Niska Sponsor

        Niska Sponsor Holdings Coöperatief U.A., which is referred to herein as "Niska Sponsor," is a Netherlands coöperatief.

        The mailing address of Niska Sponsor's principal executive office is Prins Bernhardplein 200, 1097 JB, Amsterdam, the Netherlands.

Parent

        Swan Holdings LP, which is referred to herein as "Parent," is a subsidiary of Brookfield Infrastructure Group. Parent is an Ontario partnership.

        The mailing address of Parent's principal executive office is 1200 Smith Street, Suite 1200, Houston, TX 77002.

Merger Sub

        Swan Merger Sub LLC, which is referred to herein as "Merger Sub," is a Delaware limited liability company formed by Parent solely for the purpose of completing the Merger. Merger Sub is a subsidiary of Parent and has not engaged in any business to date, except for activities incidental to its organization and activities undertaken in connection with the Merger and the other Transactions.

        The mailing address of Merger Sub's principal executive office is 1200 Smith Street, Suite 1200, Houston, TX 77002.

THE MERGER

Background

Formation of the Company

        The Company completed its initial public offering ("IPO") in May 2010, with a primary objective of generating stable cash flows sufficient to make its minimum cash distribution per unit and to increase cash distributions over time by maintaining a flexible portfolio of commercial strategies, continuing to expand its existing facilities and growing through acquisitions of complementary assets and pursuing new and existing development projects.

        Since the IPO in 2010, our management and the Company Board have regularly considered prospects to grow our business and increase value for our Unitholders. The focus from 2010 through 2013 was primarily on growth opportunities involving asset acquisitions, joint ventures and expansion projects.

Deteriorating Market Conditions for Natural Gas Storage Industry and Niska Sponsor Support of the Company

        Market conditions for natural gas storage weakened progressively beginning in the second half of 2010, and remained weak or deteriorated further from 2011 to the first half of 2015. During this approximate five-year period, seasonal spreads (October to January), which are a proxy for the current intrinsic value of storage, trended lower, generally staying in the low end of a five year range of $1.17 to $0.15 per MMBtu for the period April 10, 2010 to December 31, 2014. The reduced seasonal spreads have lowered the prices we charge for long-term contracts, as well as reduced the profitability of our short-term firm and optimization activities, where we make hedged natural gas purchases and sales for our own account. In addition, during this same period, volatility levels, which have a meaningful impact on the value the Company is able to realize on a short-term basis from its optimization activities, generally have been low relative to the levels experienced during the five-year period preceding the IPO. While there are a variety of factors that have contributed to these weaker market conditions, the key drivers have been (i) relatively flat natural gas consumption, (ii) significantly increased natural gas supplies due to production from shale resources, (iii) net increases in natural gas storage capacity, and (iv) lower basis differentials due to expansion of natural gas transportation infrastructure in the U.S.

        In November 2011, the Company suspended distributions on the subordinated units held by Niska Sponsor in order to preserve cash and increase the stability of the distribution for the common unitholders.

        Throughout this period of deteriorating market conditions, Niska Sponsor took a variety of actions that have benefited the Company and its common unitholders. In August 2011, Niska Sponsor reinvested $11 million in cash it received in distributions in exchange for the issuance of additional common units at a price of $16.00 per unit. Since that date, Niska Sponsor has reinvested all distributions it received from the Company with respect to its Common Units. In April 2013, Niska Sponsor restructured its equity holdings in the Company, eliminating all of the subordinated units and original incentive distribution rights for a new class of incentive distribution rights, which would have permitted the Company to increase distributions on the Common Units without first reinstating the full minimum quarterly distribution on the subordinated units.

Consideration of Strategic Alternatives

        In January 2015, Riverstone engaged Evercore Group LLC ("Evercore") to act as financial advisor with respect to a potential sale of the ownership interests in Niska of funds managed by Riverstone (the "Riverstone Funds"). The financial advisory services covered by the engagement also included

discussions relating to a potential merger, acquisition, joint venture, investment, sale of all or part of the equity interests in Niska and ManagementCo or business or assets of Niska.

        The formal exploration of potential strategic alternatives commenced on January 12, 2015, with Evercore sending introductory letters to a list of 34 potential buyers that had been approved by Riverstone and reviewed by certain members of Niska's management team. Evercore indicated to prospective purchasers that proposals for the acquisition of the entirety of Niska would be entertained. Throughout this strategic alternatives process, Evercore was in active dialogue with numerous parties regarding interest in a potential acquisition of either the Riverstone Funds' interest in Niska or for the entirety of Niska. In total, 18 potential buyers, including Brookfield, executed confidentiality agreements and received a confidential information memorandum, which included certain material, non-public information regarding Niska, such as certain financial and operations projections. These potential buyers gained access to an online data room and were able to examine due diligence materials.

        Proposals from the potential buyers were due on March 3, 2015 and, on that date, representatives of Evercore met with representatives of Riverstone to provide them with an update regarding the proposals received. Brookfield, Company A (a prominent private equity firm) and Company B (a global physical commodities trading company) submitted written non-binding bids and an additional party (Company C, a prominent infrastructure fund) submitted a written non-binding bid on March 10, 2015. Three of the bids, including Brookfield's bid, were for the interest of the Riverstone Funds in Niska only, with Brookfield including a statement that it would be prepared to acquire all of the equity in Niska. Company B's proposal was conditioned on the bidder identifying a strategic partner or financial co-investor and Company C's proposal was conditioned on an equity and debt restructuring of Niska. Company A's proposal was for all of the equity in Niska, but was conditioned on the acquisition and retirement of 50% of Niska's senior notes at a 25% discount to par. An affiliate of Brookfield owns approximately $250 million aggregate par amount of Niska's senior notes, and at the time of reviewing the proposals, Riverstone believed that Brookfield owned a substantial percentage of Niska's senior notes. Riverstone representatives instructed Evercore to continue discussions with Brookfield, Company A and Company C. Riverstone determined that Company B's proposed price was substantially below the other bids, and that Company B's requirement for a strategic partner or financial co-investor made its proposal unlikely to materialize into a realistic definitive proposal. None of the 14 other potential buyers that executed confidentiality agreements submitted proposals, and no unsolicited written acquisition proposals were received during the Window Shop Period described below.

        Riverstone instructed Vinson & Elkins L.L.P. ("Vinson & Elkins") to prepare two bid drafts of an acquisition agreement to accommodate the two types of proposals received: a merger agreement for all of Niska and a purchase and sale agreement for the Riverstone Funds' interests only. The draft of an acquisition agreement for all of Niska was styled in the form of a "public" transaction, with representations and warranties that would terminate on closing and no post-closing indemnification. The draft of an acquisition agreement for the purchase and sale of the Riverstone Funds' interests only was styled in the form of a "private" transaction, with indemnification provisions post-closing and the survival of certain representations and warranties. Additionally, Vinson & Elkins, Riverstone and Niska representatives began exploring structural alternatives to separate the Wild Goose facility ("Wild Goose") from Niska to accommodate a "staggered" closing of the transaction, wherein the closing of the sale of the interests in Wild Goose could occur upon obtaining CPUC approval, which could occur substantially later than when a closing of the sale of the interests in the rest of Niska might be feasible

        In March 2015, members of ManagementCo's senior management gave management presentations to three of the four bidders (Brookfield, Company A, and Company C) that had provided initial indications of interest. Throughout March and April 2015, Brookfield, Company A, and Company C continued diligence on Niska.

        In late March and early April, representatives of Riverstone, Vinson & Elkins, Company A and Company A's outside counsel held telephone conversations to discuss structural alternatives, specifically regarding the separation of Wild Goose from Niska. In late March, Company C withdrew from the strategic alternatives review process.

        In early April 2015, a bid draft of the merger agreement was provided to Company A and a bid draft of the purchase and sale agreement was provided to Brookfield. Each bid draft contemplated the separation of Wild Goose from Niska and a "staggered" closing of the transaction.

        On April 1 and April 10, 2015, representatives of Riverstone, Vinson & Elkins, Brookfield and Norton Rose Fulbright LLP ("Norton Rose"), counsel to Brookfield, held telephone conversations to discuss structural options, specifically regarding the separation of Wild Goose from Niska and a "staggered" closing of the transaction.

        On April 21, 2015, Evercore received a revised proposal from Company A. The revised proposal was for all of the equity in Niska, with a substantially reduced purchase price for both the Riverstone Funds' interests in Niska and for the Common Units held by the public compared to its initial proposal. The revised proposal also contained a condition that Niska's senior notes be acquired for a combination of cash and new notes at a substantial discount to par, as well as a substantial discount to the then-current trading prices of the senior notes. The proposed purchase price was substantially below Brookfield's initial bid and the revised proposal described below. In addition, based upon the fact that the proposal contemplated an acquisition of Niska's senior notes at a substantial discount to the then-current trading prices of the senior notes, Riverstone determined that Company A's proposal was unlikely to result in a consummated transaction. In making this determination, Riverstone also considered the Brookfield affiliate's substantial ownership of Niska's senior notes.

        On April 23, 2015, Evercore received a revised proposal from Brookfield in the form of a private style transaction, with surviving representations, warranties and indemnification from Riverstone, and a separately negotiated acquisition of the remaining equity in Niska with no staggered closing for Wild Goose. The revised proposal was for all of the equity in Niska with a total purchase price of approximately $198 million and specified a $20 million reduction in the purchase price for the Riverstone Funds' interests (relative to its initial proposal) if a merger agreement for all of the equity in Niska could not be achieved. The revised proposal included an offer by Brookfield to provide interim debt financing to Niska and was accompanied by a revised draft of the bid purchase and sale agreement.

        Riverstone instructed Vinson & Elkins to revise the bid draft of the Merger Agreement to reflect certain of Brookfield's comments to the purchase and sale agreement, but generally to reflect the representations and indemnification structure customary for "public" style deals, including recent mergers of master limited partnerships.

        On April 27, 2015, representatives of Evercore discussed issues and concerns regarding the final Brookfield bid with representatives of Brookfield. The primary concerns related to certainty of closing, specifically: (i) the potential for a protracted delay in obtaining CPUC approval because of Brookfield's interest in the Lodi Gas Storage facility; (ii) the proposal that a merger be negotiated with Niska after executing a purchase and sale agreement for the Riverstone Funds' interest in Niska, with a purchase price adjustment if the Merger Agreement could not be signed; (iii) substantial representations regarding Niska's gas inventory; and (iv) substantial post-closing indemnification by the Riverstone Funds for representations regarding Niska.

        On April 29, 2015, Vinson & Elkins provided the revised draft of the Merger Agreement to Brookfield and Norton Rose.

        On May 1, 2015, Brookfield provided Evercore with a list of issues and concerns with respect to the revised draft of the Merger Agreement and Brookfield representatives discussed that list with

Evercore representatives. The primary concerns related to the deletion of certain conditions precedent to closing of the Merger, specifically the absence of a condition that no material adverse effect had occurred, the deletion of a requirement that specified tax matters be resolved to Brookfield's satisfaction, the deletion of the requirement that certain consents and amendments be obtained, and substantial revisions to the representations and indemnification structure and interim covenants. The Brookfield representatives indicated that if the representations and indemnification provisions were not revised consistent with Brookfield's April 23 draft of the purchase and sale agreement, the total purchase price for the Merger would need to be reduced by $35 to $40 million.

        On May 6, 2015, representatives of Niska, Riverstone, Brookfield, Vinson & Elkins and Norton Rose held a meeting in Vinson & Elkins' offices in New York, with representatives of Evercore participating via telephone. During the meeting, representatives from Vinson & Elkins, Riverstone and Niska discussed the Brookfield issues list, including the scope of representations and warranties concerning Niska, specifically the representations regarding Niska's gas inventories, and the indemnification provisions and closing conditions.

        On May 6, 2015, the Company Board, acting by unanimous written consent, established a conflicts committee comprised of Mr. Stephen C. Muther, Michael J. Hennigan and James G. Jackson and delegated authority to the Conflicts Committee to, among other things, (i) consider, review, evaluate and analyze the Merger and consider, review, evaluate and analyze any conflict, agreement, transaction or situation in connection therewith; (ii) determine whether the Merger is in the best interests of the Company and the Unaffiliated Unitholders and, if applicable, provide approval of the Merger; and (iii) make a recommendation to the full Board concerning what action, if any, should be taken by the Board and the Company with respect to the Merger.

        On May 6, 2015, representatives of Richards, Layton & Finger, P.A. ("Richards, Layton" or "RLF"), legal counsel to the Conflicts Committee, and Vinson & Elkins, legal counsel to Riverstone and to the Company, had a telephone conversation regarding the Transactions, including the contemplated structure and preliminary terms.

        Also on May 6, 2015, the Conflicts Committee held a telephonic meeting with representatives of RLF and Greenhill. The Conflicts Committee discussed preliminary matters and issues relating to, and the preliminary terms of, the Transactions. The Conflicts Committee also confirmed its intent to engage RLF as the Conflicts Committee's legal advisor and Greenhill as the Conflicts Committee's financial advisor in connection with the Transactions based on, among other considerations, RLF's and Greenhill's experience in similar transactions and familiarity with the Company and its business.

        On May 8, 2015, Brookfield and Niska Sponsor entered into a letter agreement providing that Niska Sponsor and ManagementCo would negotiate exclusively with Brookfield for a period of up to 36 days, inclusive of an automatic extension if not affirmatively terminated by either party, regarding the possible transaction.

        On May 11, 2015, at the direction of the Conflicts Committee, representatives of RLF and Greenhill had a telephonic conversation with representatives of Evercore regarding the marketing process undertaken by Riverstone to sell its interests in the Company and/or for a sale of the entire Company.

        On May 12, 2015, Brookfield provided a revised draft of the Merger Agreement and term sheet for a credit agreement to Riverstone, Niska, Evercore and Vinson & Elkins.

        On May 13, 2015, the Conflicts Committee held a telephonic meeting with representatives of RLF and Greenhill present. The RLF representatives provided the Conflicts Committee with a high-level review of the draft Merger Agreement, including the lack of ability thereunder for Niska to solicit and/or accept higher bids following execution of the Merger Agreement. The RLF representatives also provided a presentation to the Conflicts Committee regarding its duties and obligations under

Delaware law and the Company's limited liability company agreement, and the Greenhill representatives informed the Conflicts Committee of the marketing process undertaken by Riverstone to sell its interests in the Company or to sell the entire Company as reviewed by Evercore with RLF and Greenhill on May 11, 2015. The Conflicts Committee and its advisors also discussed the Company's financial condition and prospects for continuing to operate as an independent, stand-alone company.

        On May 14, 2015, James Jackson, chairman of the Conflicts Committee, had a telephonic conversation with members of the Company's management team regarding the management team providing preliminary financial information regarding the Company's financial condition and prospects.

        On May 15, 2015, Greenhill representatives had a telephonic conversation with representatives of Riverstone to continue prior discussions with Evercore regarding the marketing process undertaken by Riverstone to sell its interests in the Company and/or for a sale of the entire Company.

        Also on May 15, 2015, Vinson & Elkins provided a list of issues and concerns regarding the May 12 draft of the Merger Agreement to Brookfield and Norton Rose. Specific concerns included the lack of an objective standard for resolution of specified tax matters, the breadth of representations regarding Niska and the risk that changes between signing and closing would result in the failure of a condition precedent to closing being satisfied, the termination of certain conditions precedent upon obtaining CPUC approval, and the scope of indemnification requested of Niska Sponsor.

        On May 18, 2015, the Conflicts Committee held a telephonic meeting. Members of the Company's management team, together with representatives of RLF and Greenhill, also participated. The Company's management team discussed with the Conflicts Committee preliminary information regarding various matters, including the Company's financial condition and prospects, concerns with respect to the Company's future liquidity position given current market conditions and the impact on the Company of potential covenant violations under the Company's credit facility. The Conflicts Committee also discussed whether Riverstone and Brookfield would consider a transaction that did not involve a sale of the entire Company.

        On May 20, 2015, the Conflicts Committee held a telephonic meeting with representatives of RLF and Greenhill present. Greenhill discussed with the Conflicts Committee preliminary financial aspects of the proposed Merger. The RLF representatives also discussed with the Conflicts Committee the terms of the draft Merger Agreement. Also on May 20, Brookfield proposed to Riverstone a revised list of representations that would be subject to post-closing indemnification by Niska Sponsor.

        Throughout late May and mid-June, the Conflicts Committee had discussions with principals of Riverstone and Evercore, and the Conflicts Committee's advisors, concerning the consideration to be paid by Brookfield in connection with the Transactions and the allocation of such consideration.

        On May 21, 2015, Mr. Jackson had a telephonic conversation with Andrew Ward, a Riverstone principal, regarding the addition of a window shop provision into the Merger Agreement.

        During the morning on May 22, 2015, representatives of RLF had a telephonic conversation with representatives of Vinson & Elkins regarding comments circulated by RLF to the draft Merger Agreement on May 21, 2015, including the addition of a window shop provision into the Merger Agreement. Later on May 22, 2015, the Conflicts Committee held a telephonic meeting with representatives of RLF and Greenhill to discuss the reaction to the requests to include a window shop provision in the Merger Agreement. Thereafter, at the direction of the Conflicts Committee, representatives of Greenhill had a telephonic conversation with Andrew Ward and E. Bartow Jones, each a Riverstone principal, regarding the inclusion of a window shop provision in the Merger Agreement.

        On May 24, 2015, representatives of RLF had telephonic conversations with representatives of Vinson & Elkins regarding the addition of a window shop provision into the Merger Agreement and the allocation of the consideration payable by Brookfield in the Transactions.

        On May 25, 2015, Vinson & Elkins and Norton Rose attorneys discussed a request by the Conflicts Committee that the Merger Agreement include a termination right for a superior proposal during a window shop period with related customary obligations of the Company. Thereafter, on May 25, Vinson & Elkins provided a revised draft of the Merger Agreement to Norton Rose reflecting a 60-day window shop period and a termination fee equal to 2% of the Company's equity value.

        On May 26, 2015, representatives of RLF and Vinson & Elkins spoke by telephone with representatives of Norton Rose and Morris, Nichols, Arsht and Tunnell, Delaware counsel to Brookfield, concerning, among other things, the proposed window shop provision.

        On May 29, 2015, the Board held a telephonic meeting, during which the Board discussed the inclusion of a window shop provision in the Merger Agreement.

        Also on May 29, 2015, Brookfield provided a revised draft of the Merger Agreement and term sheet for the credit agreement to Riverstone, which was shared with Niska, Evercore, Vinson & Elkins and RLF. The revised draft contained revisions to the representations and proposed post-closing indemnification required from Niska Sponsor. The draft included a window shop period of 30 days, a termination fee equal to 5% of the Company's enterprise value, and an expense reimbursement of up to $7 million of Brookfield's out-of-pocket expenses. Brookfield indicated that, because of the changes to the representations and post-closing indemnification, as well as the changes to the Retention Plan increasing post-closing costs to the Company, the total purchase price to which Brookfield was willing to agree would be reduced to $170 million, and Brookfield did not propose an allocation of the proceeds.

        On the evening of May 29, 2015, the Conflicts Committee held a telephonic meeting with representatives of RLF present to discuss the window shop period.

        During the afternoon of May 30, 2015, the Conflicts Committee held a telephonic meeting, with representatives of RLF and Greenhill present, to discuss Brookfield's proposed changes to the draft Merger Agreement and certain other changes the Conflicts Committee was considering, including lengthening the window shop period and reducing the amount of the expense reimbursement for Brookfield.

        On June 1, 2015, Vinson & Elkins provided a revised draft of the Merger Agreement to Brookfield and Norton Rose.

        On June 5, 2015, Brookfield provided a revised draft of the Merger Agreement to Riverstone, which provided such draft to Niska, Evercore, Vinson & Elkins and RLF. Also on June 5, Niska provided Brookfield its comments to the credit agreement term sheet and commitment letter.

        On June 7, 2015, representatives of Niska, Riverstone and Brookfield discussed open issues on the Merger Agreement, including a request from Brookfield that the Riverstone Funds guarantee post-closing indemnification obligations of Niska Sponsor, and that the transaction be structured as a forward merger. Also on June 7, Vinson & Elkins, Bennett Jones LLP, Canadian tax counsel to Niska, and Norton Rose held telephone meetings to discuss open diligence questions.

        Throughout the week of June 8, 2015, Vinson & Elkins and Norton Rose exchanged comments to the Merger Agreement and discussed proposals to address the remaining open points in the Merger Agreement. The two parties also discussed the Retention Plan for employees.

        On June 8, 2015, representatives of RLF spoke by telephone with representatives of Vinson & Elkins and Riverstone concerning the status of negotiations with respect to the Transactions as well as the legal standard applicable to the Conflicts Committee.

        Later on June 8, 2015, the Conflicts Committee held a telephonic meeting with representatives of RLF and Greenhill present.

        Also on June 8, 2015, representatives of Niska, Riverstone and Brookfield discussed the open issues on the Merger Agreement, including concluding that structuring the transaction as a forward merger was acceptable, and discussing the request for the Riverstone Funds to guarantee post-closing indemnification obligations of Niska Sponsor or to obtain insurance for such obligations, and open tax diligence items.

        On June 9, 2015, Vinson & Elkins provided a revised draft of the Merger Agreement and Retention Plan to Brookfield and Norton Rose.

        On June 10, 2015, the Conflicts Committee held a telephonic meeting with representatives of RLF and Greenhill present.

        On June 11, 2015, representatives of Riverstone and Brookfield held a telephonic conversation during which the Brookfield representative proposed two options for resolving Brookfield's request for the Riverstone Funds to guarantee the post-closing indemnification obligations of Niska Sponsor. The options were: (i) revising the representations, warranties and indemnification provisions of the Merger Agreement to be more consistent with typical public company mergers, but with a reduction in the aggregate purchase price to be paid or (ii) a guarantee from Riverstone Fund of the indemnification obligations of Niska Sponsor, secured by a security interest in assets of the funds, covenants relating to those assets, and certain reporting obligations by the Riverstone Funds.

        On June 11, 2015, a telephone conversation was held among representatives of RLF, Vinson & Elkins and the Company's tax advisors regarding possible tax implications of the Merger on the Company and its public unitholders, including if structured as a RTM or FTM.

        On June 12, 2015, representatives of Vinson & Elkins and Norton Rose discussed clarifications on the possible revision of the Merger Agreement to be more consistent with typical public company mergers, including discussion on the representations, warranties and covenants included in the Merger Agreement. Also on June 12, the representative of Brookfield communicated that the aggregate purchase price reduction for this structure would be $20 million, resulting in a total purchase price of $175 million and Brookfield requested a change to the Merger Agreement to provide that neither the Company nor Brookfield would be responsible for certain fees incurred by the Company.

        Later on June 12, 2015, the Conflicts Committee held a telephonic meeting in which representatives from RLF and Greenhill participated. During the meeting, the RLF representatives updated the Conflicts Committee on recent conversations they had with the Company's management team, tax advisors and Vinson & Elkins representatives. Greenhill discussed with the Conflicts Committee updated financial aspects of the proposed Merger. The Conflicts Committee also discussed the proposed terms of the draft Merger Agreement.

        On June 13, 2015, representatives of Riverstone and Brookfield discussed certain fees incurred by the Company in connection with the Merger Agreement. After negotiation, it was agreed that the Company would pay its own fees and expenses, as provided under the LLC Agreement, but that the aggregate purchase price would be reduced by $7 million to reflect the fee payable to Evercore and a portion of the legal fees and expenses incurred by the Company.

        On June 13, 2015, representatives of Riverstone, Brookfield, Norton Rose and Vinson & Elkins held a telephone conference to discuss open items in the Merger Agreement, including an objective

standard for testing whether a material adverse effect had occurred for purposes of the closing conditions.

        On the morning of June 14, 2015, Mr. Jackson had a telephonic conversation with representatives of Riverstone regarding the terms of the Transactions to which Riverstone and Brookfield had agreed.

        Later on the morning of June 14, 2015, the Conflicts Committee held a telephonic meeting, with representatives of RLF and Greenhill present, to discuss the terms of the Transactions and the allocation of the consideration payable by Brookfield.

        Following the meeting on the morning of June 14, 2015, representatives of RLF had a telephonic conversation with Jason Dubchak, the Company's general counsel, who confirmed that he was not aware of any new developments or changes to the proposed terms of the Transactions since the Conflicts Committee's last meeting. In addition, Mr. Jackson spoke with Mr. Ward to confirm that, in principle, the Conflicts Committee was agreeable to the latest terms of the Merger.

        On the afternoon of June 14, 2015, the Conflicts Committee held a telephonic meeting at which representatives of RLF and Greenhill were present. At the Conflicts Committee's request, Greenhill reviewed its financial analysis of the proposed Merger Consideration and rendered its oral opinion, confirmed by a written opinion dated June 14, 2015, to the Conflicts Committee to the effect that, as of such date and based on and subject to the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by Greenhill in rendering its opinion as described in such opinion, the Merger Consideration to be received by the Unaffiliated Unitholders pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Representatives of RLF then provided the Conflicts Committee with an update on the legal aspects of the Transactions. After discussion, the Conflicts Committee unanimously approved the Merger Agreement and the transactions contemplated thereby and recommended that the Board approve the Merger Agreement and the transactions contemplated thereby.

        On June 14, 2015, at 3:00 p.m. EDT, the Company Board held a telephonic meeting, at which they (i) determined that the Merger Agreement was in the best interest of the Company and its unitholders, (ii) approved the execution and delivery of the Merger Agreement, (iii) determined to submit the Merger Agreement to Niska Sponsor, in its capacity as the holder of a Unit Majority, for approval under the LLC Agreement, and (iv) authorized the Company's officers to execute the Merger Agreement and to take other actions.

        Following the board meeting, authorized officers of each of the Company and Brookfield executed and delivered the Merger Agreement and the Company issued a press release to announce the proposed Merger.

Recommendation of the Company Board

        At a meeting held on June 14, 2015, after consideration, the Company Board, among other things:

•

approved and declared the Merger Agreement and the Transactions to be advisable and in the best interests of the Company and the Unitholders, and declared it advisable to enter into the Merger Agreement;



•

approved the execution and delivery of the Merger Agreement by the Company and consummation of the transactions contemplated in the Merger Agreement, and



•

resolved to submit the Merger Agreement to the non-managing members of the Company for approval by the holders of a majority of the outstanding Common Units.

Required Approval of the Merger; Written Consent

        Under our LLC Agreement, the approval of ManagementCo, along with the affirmative vote or consent of the holders of a majority of our Common Units outstanding and entitled to vote, is required to approve the Merger Agreement.

        On June 14, 2015, ManagementCo, by action of the board of directors of ManagementCo at a meeting thereof, among other things, (i) approved and consented to the execution and delivery by the Company of the Merger Agreement and the consummation by the Company of the transactions contemplated by the Merger Agreement, and (ii) resolved to submit the Merger Agreement to the non-managing members of the Company for approval by the holders of a majority of the outstanding Common Units.

        On June 14, 2015, Niska Sponsor, as the holder of approximately 53.93% of the issued and outstanding Common Units at such time, executed a written consent approving and consenting to the Merger Agreement and the Merger. Such written consent constituted approval of the Merger Agreement by the holders of the requisite Common Units of the Company in accordance with our LLC Agreement. This means that the Transactions can occur without the vote of any other Unitholders. There will not be a meeting of Unitholders at which you will be asked to vote to approve the Merger Agreement.

        Federal securities laws provide that the Merger may not be consummated until 20 days after the date of mailing of this information statement to our Unitholders. Notwithstanding the execution and delivery of the written consent, the Merger will not occur until this time period has elapsed and all other conditions to closing related to any regulatory requirements are satisfied. We expect the Merger to be consummated before June 14, 2017; however, there can be no assurance that the Merger will be consummated at that time, or at all.

Reasons for the Merger

        On May 6, 2015, by unanimous written consent, the Company Board delegated to the Conflicts Committee the power and authority to, among other things, (i) consider, review, evaluate and analyze the Merger and to consider, review, evaluate and analyze any conflict, agreement, transaction or situation in connection therewith; (ii) determine whether the Merger is in the best interests of the Company and the Unaffiliated Unitholders and, if applicable, to provide approval of the Merger; and (iii) make a recommendation to the full Board concerning what action, if any, should be taken by the Board and the Company with respect to the Merger.

        On June 14, 2015, after consideration, the Conflicts Committee, among other things: (i) determined that the Merger Agreement and transactions contemplated thereby on the terms set forth therein are advisable, fair and reasonable to, and in the best interests of, the Company and the Unaffiliated Unitholders, and (ii) approved the execution and delivery of the Merger Agreement by the Company, and, subject to the approval of the Merger Agreement by the holders of a majority of the outstanding Common Units, the consummation of the transactions contemplated by the Merger Agreement upon substantially the terms and conditions set forth in the Merger Agreement.

        At a special meeting held on June 14, 2015, after consideration, the Company Board, among other things: (i) approved and declared the Merger Agreement and the Transactions to be advisable and in the best interests of the Company and the Unitholders, and declared it advisable to enter into the Merger Agreement, (ii) approved the execution and delivery of the Merger Agreement by the Company and consummation of the transactions contemplated in the Merger Agreement, and (iii) resolved to submit the Merger Agreement to the non-managing members of the Company for approval by the holders of a majority of the outstanding Common Units.

        The Company Board made its determination after numerous meetings and consultations with our management as well as with its legal and financial advisors. During these meetings and consultations, the Company Board reviewed, evaluated and considered a variety of factors that it believed supported its decision to approve the Merger Agreement, including, but not limited to, the following:

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industry forecasts for the demand and supply of natural gas, and the pricing for natural gas storage;



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the fact that the Merger Consideration is payable in cash, which provides liquidity and certainty of value to Unitholders immediately upon the consummation of the Merger in comparison to the potential risks and uncertainty that would be inherent in continuing to operate as an independent company and executing the Company's business plan;



•

the process to identify and contact potential acquirors of the Company, or Riverstone's interests in the Company, that was conducted in the six months prior to the signing of the Merger Agreement with the assistance of Evercore, which did not result in any interest on the part of any third party to acquire the Company at a price competitive with the price offered by Brookfield;



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the Company Board's belief that it was unlikely that there was another party willing to acquire the Company at a price greater than the price offered by Brookfield;



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the fact that the Company's efforts to develop growth opportunities beyond gas storage previously had been unsuccessful and the possible alternatives to a sale of the entire Company, including continuing as a stand-alone company and maintaining the status quo;



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the Company Board's understanding of our business, financial condition, results of operations and prospects, including current and anticipated near-term operating results;



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the Company Board's concerns regarding the Company's future liquidity position and the fact that Brookfield offered the Short Term Credit Facility;



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our management's concerns that current and projected economic and market conditions create uncertain conditions for our future business;



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the arms-length negotiating process with Brookfield and the Company Board's belief that the Company obtained the highest price per Common Unit that Brookfield was willing to pay as a result of the extensive negotiations between the Company and its legal advisors, on the one hand, and Brookfield and its legal advisors, on the other hand;



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the fact that the Merger Consideration for all outstanding Common Units represented a premium in excess of 222% to the NYSE closing sale price of $1.31 per Common Unit on June 12, 2015, the last full trading day before announcement of the Merger; and



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the opinion, dated June 14, 2015, of Greenhill to the Conflicts Committee as to the fairness, from a financial point of view and as of such date, of the Merger Consideration to be received by the Unaffiliated Unitholders pursuant to the Merger Agreement, which opinion was based on and subject to the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken as more fully described under "—Opinion of Financial Advisor to the Conflicts Committee."

        The Company Board considered and reviewed with its legal advisors the terms of the Merger Agreement, including:

•

our ability, during the 45-day Window Shop Period, to consider and respond to an unsolicited written acquisition proposal, to furnish information to the person making such a proposal and to engage in discussions and negotiations with the person making such a proposal, in each case if

the Company Board, prior to taking any such actions, determined in good faith based on information and after consultation with its advisors that such acquisition proposal either constituted a superior proposal or could reasonably be expected to result in a superior proposal;

•

our ability, under certain circumstances more fully described under "The Merger Agreement," to terminate the Merger Agreement in order to enter into an agreement providing for a superior proposal, provided that we comply with our obligations relating to entering into any such agreement (including giving Parent the opportunity to match the superior proposal) and, concurrently with the termination of the Merger Agreement, we pay Parent the Termination Fee, which fee the Company Board concluded was reasonable in the context of termination fees payable in comparable transactions and in light of the overall terms of the Merger Agreement;



•

the fact that the Company Board was advised by Evercore that the Termination Fee represents a percentage of the enterprise value that is representative of historical transactions and that the 45-day Window Shop Period would be adequate time for a potential acquirer to investigate the Company and submit a proposal if it so desired;



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the expense reimbursement of up to $5.0 million payable to Parent, under certain circumstances more fully described under "The Merger Agreement," in connection with a termination of the Merger Agreement, which the Company Board concluded was reasonable in the context of expenses payable in comparable transactions and in light of the overall terms of the Merger Agreement; and



•

the ability of the Company Board, under certain circumstances more fully described under "The Merger Agreement," to, among other things, withdraw its recommendation with respect to the Merger Agreement subject to, in certain circumstances, a subsequent obligation under the Merger Agreement to pay the Termination Fee.

        The Company Board also determined that the following factors increased the likelihood that the Merger will be consummated:

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the fact that Parent's obligation to consummate the Merger is not subject to any financing condition;



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the fact that the consent of Niska Sponsor, which had been involved with the negotiation process, was sufficient to approve the Merger Agreement without the need for a meeting of Unitholders;



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the Company's ability, under certain circumstances, to seek specific performance to prevent breaches of the Merger Agreement by Parent and Merger Sub and to enforce specifically the terms of the Merger Agreement, including enforcing Parent's obligation to consummate the Merger; and



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the experience, business reputation and financial capability of Brookfield.

        The Company Board also considered uncertainties, risks and potentially negative factors, including, but not limited to, the following:

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the fact that, while the Merger is expected to be consummated, there can be no assurance that all conditions to the parties' obligations to consummate the Merger will be satisfied or waived, and as a result, it is possible that the Merger may not be consummated;



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the risks and costs to the Company if the Merger is not consummated, including adverse effects on trading prices of the Common Units, diversion of our management and employee attention, employee attrition and other disruptive effects on our business;

•

the risk of substantial delay due to the process of obtaining approval by CPUC of the Transactions;



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the fact that under the Merger Agreement, the Company Board would be prohibited from soliciting alternative proposals and would be restricted in its ability to engage with other potential acquirors of the Company and its subsidiaries, although the Company Board believed these prohibitions and restrictions would not preclude another potential acquiror from submitting an alternative proposal;



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the fact that the Merger Agreement requires us to notify Parent of alternative proposals and give Parent the opportunity to revise its proposal, although our Company Board believed this would not preclude another potential acquiror from submitting an alternative proposal;



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the Company will cease to be a public company and the Unitholders will no longer participate in any future earnings or growth of the Company and, therefore, will not benefit from any appreciation in the Company's value, including any appreciation in value that could be realized as a result of improvements to the Company's operations;



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the fact that the Termination Fee payable by us upon the termination of the Merger Agreement under certain circumstances could discourage other potential acquirors from making alternative proposals to acquire us, although the Company Board believed this would not preclude a potential acquiror from submitting an alternative proposal;



•

the requirement that the Company reimburse Parent for up to $5.0 million of its and its affiliates' out-of-pocket expenses in connection with the Merger if the Merger Agreement is terminated under certain circumstances;



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the possible effects of any lawsuit, action or proceeding in respect of the Merger Agreement or the Transactions;



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the fact that any gain from an all-cash transaction such as the Merger will be a taxable transaction to Unitholders for U.S. federal income tax purposes;



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the fact that the Company has incurred and will incur substantial expenses related to the Transactions, regardless of whether the Merger is consummated;



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the fact that consummation of the Merger would require antitrust clearance in the United States, approval under the Competition Act and by the CPUC, and the satisfaction of certain other closing conditions, including that no Company material adverse effect has occurred, which conditions are not entirely within the Company's control and that there can be no assurances that any or all such conditions will be satisfied; and



•

that the Company Board and our executive officers may have interests with respect to the Merger that differ from, or are in addition to, the interests of Unitholders generally, as described in the section entitled "—Interests of Directors and Executive Officers in the Merger."

        The foregoing discussion of the information and factors considered by the Company Board is not intended to be exhaustive, but includes the material factors considered by the Company Board. In view of the complexity and wide variety of factors considered, the Company Board did not find it useful to and did not attempt to quantify, rank or otherwise assign weights to these factors. In addition, the Company Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, but rather the Company Board conducted an overall review of the factors described above, including discussions with our management and advisors. In considering the factors described above, individual members of the Company Board may have given different weights to different factors.

        After considering these factors, the Company Board concluded that the positive factors relating to the Merger Agreement and the Merger outweighed the potential negative factors and declared the advisability of the Merger Agreement and the Merger and other Transactions based upon the totality of the information presented to and considered by it.

        THE COMPANY BOARD DECLARED THE MERGER AGREEMENT AND THE TRANSACTIONS TO BE ADVISABLE AND IN THE BEST INTERESTS OF THE COMPANY AND THE UNITHOLDERS, APPROVED THE EXECUTION AND DELIVERY OF THE MERGER AGREEMENT BY THE COMPANY AND CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED IN THE MERGER AGREEMENT, AND RESOLVED TO SUBMIT THE MERGER AGREEMENT TO THE NON-MANAGING MEMBERS OF THE COMPANY FOR APPROVAL BY THE HOLDERS OF A MAJORITY OF THE OUTSTANDING COMMON UNITS.

Opinion of Financial Advisor to the Conflicts Committee

Opinion of Greenhill & Co., LLC

        The Conflicts Committee retained Greenhill to act as its financial advisor in connection with the Merger. Greenhill is an internationally recognized investment banking firm regularly engaged in providing financial advisory services in connection with mergers and acquisitions. The Conflicts Committee selected Greenhill to act as its financial advisor in connection with the Merger on the basis of Greenhill's independence, its experience in similar transactions, its reputation in the investment community and its familiarity with the Company and its business.

        As part of Greenhill's engagement, the Conflicts Committee requested that Greenhill evaluate the fairness, from a financial point of view, of the Merger Consideration to be received pursuant to the Merger Agreement by the Unaffiliated Unitholders. At the June 14, 2015 meeting of the Conflicts Committee held to evaluate the Merger, Greenhill rendered an oral opinion, confirmed by delivery of a written opinion dated June 14, 2015, to the Conflicts Committee to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by Greenhill in rendering its opinion as described in such opinion, the Merger Consideration to be received by the Unaffiliated Unitholders pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

        The full text of Greenhill's written opinion, dated June 14, 2015, is attached as Annex B to this information statement and is incorporated in this document by reference. The written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by Greenhill in rendering its opinion. The following summary of Greenhill's opinion is qualified in its entirety by reference to the full text of the opinion. Greenhill delivered its opinion to the Conflicts Committee for the information of the Conflicts Committee (in its capacity as such) in connection with and for purposes of its evaluation of the Merger Consideration from a financial point of view and did not address any other aspect of the Merger, including the proportionate allocation or relative fairness of the Merger Consideration or other consideration to be received in the Merger, the related transactions or otherwise. No opinion or view was expressed as to the underlying business decision to proceed with or effect the Merger or the related transactions or the relative merits of the Merger or any related transactions as compared to alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage or consider, or whether any alternative transaction might produce consideration for the Unaffiliated Unitholders in excess of that contemplated in the Merger. Greenhill's opinion is not and did not constitute a recommendation to the members of the Conflicts Committee as to whether to approve the Merger or the related transactions or the Merger Agreement

or related documents, or as to how any Unitholder or other party should act in connection with the Merger, any related transactions or otherwise.

        In connection with its opinion, Greenhill, among other things:

•

reviewed drafts of the Merger Agreement and certain related documents provided to Greenhill on June 14, 2015;



•

reviewed certain publicly available financial statements of the Company;



•

reviewed certain other publicly available business and financial information relating to the Company that Greenhill deemed relevant;



•

reviewed certain information, including financial forecasts and other financial and operating data concerning the Company, prepared by the Company's management (the "Company management forecasts");



•

discussed the past and present operations and financial condition and the prospects of the Company with senior executives of the Company;



•

reviewed the historical market prices and trading history for the Common Units and analyzed its implied valuation multiples;



•

compared the value of the Merger Consideration with that received in certain publicly available transactions that Greenhill deemed relevant;



•

compared the value of the Merger Consideration with the trading valuations of certain publicly traded companies that Greenhill deemed relevant;



•

compared the value of the Merger Consideration to the implied valuation of the Company derived by discounting its future cash flows as projected by the Company's management and a terminal value of the business at discount rates Greenhill deemed appropriate;



•

participated in discussions and negotiations among representatives of the Company, Niska Sponsor and their respective legal and financial advisors; and



•

performed such other analyses and considered such other factors as Greenhill deemed appropriate.

        Greenhill assumed and relied upon, without independent verification, the accuracy and completeness of the information publicly available, supplied or otherwise made available to Greenhill by representatives and managements of the Company, Niska Sponsor or Riverstone for the purposes of its opinion and further relied upon the assurances of the representatives and managements of the Company, Niska Sponsor and Riverstone that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial forecasts and other financial and operating data concerning the Company furnished or otherwise provided to Greenhill and that Greenhill was directed to utilize in its analyses, Greenhill assumed that such forecasts and other data were reasonably prepared on a basis reflecting the best currently available estimates and good faith judgments of the Company's management as to those matters, and relied upon such forecasts and other data in arriving at its opinion. Greenhill expressed no opinion with respect to such forecasts and other data or the assumptions upon which they were based. Greenhill relied upon the assessments of the Company's management as to, among other things, (i) the related transactions, including the timing thereof and assets, liabilities and financial and other terms involved, (ii) the potential impact on the Company of market, cyclical and other trends in and prospects for, and governmental, regulatory and legislative matters relating to or otherwise affecting, the natural gas storage industry, including commodity pricing and supply and demand for natural gas, which are subject to significant volatility and which, if different than as assumed, could have a material impact on

Greenhill's analyses or opinion, (iii) the liquidity needs of, and capital resources available to, the Company and (iv) existing and future contracts and relationships, agreements and arrangements of the Company with, and the ability of the Company to attract and retain, key customers and third-party pipeline owners. Greenhill assumed, with the Company's consent, that there would be no developments with respect to any such matters that would have an adverse effect on the Company, the Merger or the related transactions or that otherwise would be meaningful in any respect to Greenhill's analyses or opinion.

        Greenhill did not make any independent evaluation or appraisal of the assets or liabilities (contingent, off-balance sheet or otherwise) of the Company or any other entity, nor was Greenhill furnished with any such appraisals. Greenhill also did not evaluate the solvency or fair value of the Company or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Greenhill assumed that the Merger and the related transactions would be consummated in accordance with their respective terms as set forth in or contemplated by the final, executed Merger Agreement and related documents, which Greenhill further assumed would be identical in all material respects to the latest drafts thereof that Greenhill reviewed, without waiver, modification or amendment of any material terms or conditions set forth in the Merger Agreement or such related documents, and that the Merger and the related transactions would be consummated in accordance with all applicable laws, documents and other requirements. Greenhill further assumed that all material governmental, regulatory and other consents and approvals necessary for the consummation of the Merger and the related transactions would be obtained without any effect on the Company, the Merger or the related transactions meaningful to its analysis. Greenhill did not express any view or opinion as to the prices at which the Common Units or any other securities of the Company would trade or otherwise be transferable at any time. Greenhill also expressed no view or opinion as to individual circumstances of specific holders with respect to control or other rights or aspects which may distinguish such holders or the securities of the Company held by such holders and its analyses and opinion did not address, take into consideration or give effect to, any rights, preferences, restrictions or limitations that may be attributable to any such securities. Greenhill's opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Greenhill as of, the date of its opinion. It should be understood that subsequent developments may affect Greenhill's opinion, and that Greenhill does not have any obligation to update, revise, or reaffirm its opinion.

        Greenhill was not requested to, and it did not, solicit any expressions of interest from any other parties with respect to the sale of the Company or any other alternative transaction; however, at the request and direction of the Conflicts Committee, Greenhill was available to assist with third-party indications of interest or proposals, if any, received during the Window Shop Period provided for in the Merger Agreement. Greenhill expressed no opinion as to the relative merits of the Merger or any related transactions as compared to any alternative business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage or consider, or whether any alternative transaction might produce consideration for the Unaffiliated Unitholders in an amount in excess of that contemplated in the Merger.

        Greenhill's opinion did not address any terms (other than the Merger Consideration to the extent expressly specified therein) or other aspects or implications of the Merger or any related transactions, including, without limitation, the form or structure of the Merger, the form or structure, or financial or other terms of, any related transactions or any indemnification, escrow, guarantee, employee or other agreement, arrangement or understanding entered or to be entered into in connection with or contemplated by the Merger, the related transactions or otherwise. Greenhill expressed no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of the Company, or any class of such persons, relative to the Merger Consideration to be received by the Unitholders in the Merger or with respect to the fairness of any such compensation, nor did its opinion

in any way address proportionate allocation or relative fairness of the Merger Consideration or other consideration to be received by any Unitholder or any other security holder of the Company or party to the Merger, the related transactions or otherwise. Greenhill's opinion was approved by Greenhill's fairness opinion committee. Except as described in this summary, the Conflicts Committee imposed no other instructions or limitations on the investigations made or procedures followed by Greenhill in rendering its opinion.

        The following is a brief summary of the material financial analyses provided by Greenhill in connection with its opinion, dated June 14, 2015, to the Conflicts Committee. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Greenhill, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Greenhill. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Greenhill.

        Selected Public Companies Analysis.    Greenhill reviewed publicly available financial and stock market information of the Company and the following three selected publicly traded companies with operations in the natural gas storage industry (collectively, the "selected companies"):

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Boardwalk Pipeline Partners, LP



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Crestwood Midstream Partners LP



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Spectra Energy Partners, LP

        Greenhill reviewed, among other things, enterprise values of the selected companies, calculated as fully-diluted equity values based on closing unit prices on June 12, 2015 (or, in the case of Crestwood Midstream Partners LP, May 5, 2015, the last trading day prior to public announcement of its proposed Merger with Crestwood Equity Partners LP) plus debt and minority interests less cash and cash equivalents, as a multiple of fiscal year 2016 estimated earnings before interest, taxes, depreciation and amortization ("EBITDA"). The overall low to high fiscal year 2016 estimated EBITDA multiples observed for the selected companies were 10.7x to 11.7x (with a median of 11.6x). Greenhill then applied a selected range of fiscal year 2016 estimated EBITDA multiples of 10.0x to 12.0x derived from the selected companies to corresponding data of the Company based on the Company management forecasts. Financial data of the selected companies were based on publicly available research analysts' estimates, public filings and other publicly available information and calendarized to the Company's March 31, 2016 fiscal year-end for comparative purposes. Financial data of the Company was based on public filings, other publicly available information and the Company management forecasts. This analysis indicated the following approximate implied per unit equity value reference range for the Company, as compared to the Merger Consideration:

        No company used in this analysis is identical or directly comparable to the Company. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the Company was compared.

        Selected Precedent Transactions Analysis.    Using publicly available information, Greenhill reviewed financial data relating to the following seven selected transactions involving target companies with operations in the natural gas storage industry (collectively, the "selected transactions"):

        Greenhill reviewed, among other things, transaction values of the selected transactions, calculated as the purchase prices paid for the target companies plus debt and minority interests and less cash and cash equivalents, as a multiple of such target companies' last 12 months EBITDA and next 12 months estimated EBITDA. The overall low to high last 12 months EBITDA and next 12 months estimated EBITDA multiples observed for the selected transactions for which information was publicly available were 13.0x to 16.0x (with a mean of 14.3x and a median of 14.1x) and 10.5x to 21.7x (with a mean of 14.0x and a median of 12.0x), respectively. Greenhill then applied a selected range of last 12 months EBITDA and next 12 months estimated EBITDA multiples of 14.0x to 16.0x and 11.0x to 13.0x, respectively, derived from the selected transactions to the Company's last 12 months (fiscal year ended March 31, 2015) EBITDA and next 12 months (fiscal year ending March 31, 2016) estimated EBITDA. Financial data of the selected transactions were based on publicly available information. Financial data of the Company was based on public filings and the Company management forecasts. This analysis indicated the following approximate implied per unit equity value reference ranges for the Company, as compared to the Merger Consideration:

        No company or transaction used in this analysis is identical or directly comparable to the Company or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values for the companies or the transactions to which the Company or the Merger were compared.

        Discounted Cash Flow Analysis.    Greenhill performed a discounted cash flow analysis of the Company by calculating the estimated present value of the stand-alone unlevered, after-tax free cash flows that the Company was forecasted to generate during the fiscal years ending March 31, 2016 through March 31, 2018 based on the Company management forecasts. The implied terminal value of the Company was derived by applying to the Company's unlevered free cash flows for the fiscal year ending March 31, 2018 a selected range of perpetuity growth rates of 0.5% to 1.5%. The present values (as of June 30, 2015) of the Company's cash flows and terminal values were then calculated using a selected discount rate range of 10.0% to 11.0%. This analysis indicated the following approximate implied per unit equity value reference range for the Company, as compared to the Merger Consideration:

        Additional Information.    Greenhill noted certain additional information that was not considered part of Greenhill's financial analyses with respect to its opinion but was referenced for informational purposes, including, among other things, the following:

•

the historical trading performance of the Common Units during various periods, including the one-month, three-month, six-month and 12-month periods ended June 12, 2015, which indicated that the volume-weighted average prices of the Common Units over such periods ranged from a one-month volume-weighted average price of $1.65 per unit to a one-year volume-weighted average price of $4.66 per unit, with a majority of the Common Units traded, during such six-month period, between $1.62 per unit and $2.43 per unit;



•

implied fiscal year 2017 estimated EBITDA multiples (calendarized to the Company's March 31, 2017 fiscal year-end for comparative purposes) and yields as of June 12, 2015 of the selected companies, which indicated overall low to high fiscal year 2017 estimated EBITDA multiples (as calendarized) of 10.4x to 10.7x (with a median of 10.5x) and overall low to high yields as of June 12, 2015 of 2.6% to 10.3%;



•

publicly available one-year forward Wall Street research analysts' unit price targets for the Company, which indicated a target unit price range for the Common Units of approximately $1.50 per unit to $3.00 per unit;



•

the implied premiums paid in (i) 183 selected transactions involving U.S. publicly traded companies announced from January 1, 2010 to June 12, 2015 with transaction values of $100 million to $1 billion, which indicated 25^th to 75^th quartile premiums to the target companies' one-day, one-week and one-month closing stock or unit prices prior to public announcement of the relevant transaction of approximately 13.6% to 47.9% (with a mean of 39.3% and a median of 28.8%), 14.3% to 48.2% (with a mean of 39.1% and a median of 27.8%) and 17.6% to 53.3% (with a mean of 42.7% and a median of 31.7%), respectively, and (ii) 21 selected transactions involving U.S. publicly traded companies in the energy industry announced from January 1, 2010 to June 12, 2015 with transaction values of $100 million to $1 billion, which indicated 25^th to 75^th quartile premiums to the target companies' one-day, one-week and one-month closing stock or unit prices prior to public announcement of the relevant transaction of approximately 6.0% to 34.1% (with a mean of 26.7% and a median of 17.1%), 8.8% to 33.0% (with a mean of 24.6% and a median of 17.5%) and 5.8% to 52.9% (with a mean of 29.8% and a median of 24.6%), respectively; applying the first and third quartile of the implied premiums paid in such selected U.S. energy transactions of 8.8% to 33.0% to the closing price of the Common Units of $1.31 per unit on June 12, 2015 (the last trading day prior to public announcement of the Merger) indicated an approximate implied per unit equity value reference range for the Company of $1.43 per unit to $1.74 per unit.

Miscellaneous

        As noted above, the discussion set forth above is a summary of the material financial analyses provided by Greenhill to the Conflicts Committee in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by Greenhill in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Greenhill believes that the analyses summarized above must be considered as a whole. Greenhill further believes that selecting portions of its analyses or factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of such analyses or factors, could create a misleading or incomplete view of the processes underlying Greenhill's analyses and opinion. The fact

that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

        In performing its analyses, Greenhill considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. The estimates of the future performance of the Company in or underlying Greenhill's analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by Greenhill's analyses. These analyses were prepared solely as part of Greenhill's analysis of the fairness, from a financial point of view, of the Merger Consideration and were provided to Conflicts Committee in connection with the delivery of Greenhill's opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be Greenhill's view of the actual value of the Company.

        The type and amount of consideration payable in the Merger was determined through negotiations among the Conflicts Committee, Niska Sponsor and Brookfield, and was approved by the Conflicts Committee and the full Company Board. The decision to recommend and to enter into the Merger Agreement was solely that of the Conflicts Committee and the Company Board, respectively. As described above, Greenhill's opinion and analyses were only one of many factors considered by the Conflicts Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the Conflicts Committee, the Company Board, management or any other party with respect to the Merger or the Merger Consideration.

        In connection with Greenhill's engagement, the Company has agreed to pay Greenhill an aggregate fee of $1,500,000, of which $1,250,000 was payable upon the rendering of Greenhill's opinion (regardless of the conclusion reached). The Company also has agreed to indemnify Greenhill for certain liabilities, including liabilities under the federal securities laws, and to reimburse Greenhill for its reasonable expenses arising from its engagement.

        As the Conflicts Committee was aware, during the two-year period preceding the date of Greenhill's opinion, Greenhill acted as financial advisor to the Conflicts Committee in connection with a proposed (but not consummated) acquisition transaction unrelated to the Merger and the related transactions, for which Greenhill received an aggregate fee of $100,000. During the two years preceding the date of its opinion, Greenhill had not been engaged to perform investment banking services for Brookfield or Riverstone for which Greenhill or its affiliates received compensation. Greenhill and its affiliates in the future may provide such services to Brookfield, Riverstone and/or their respective affiliates or portfolio companies, for which services Greenhill and its affiliates would expect to receive compensation.

Company Management Forecasts

        The Company does not as a matter of course publicly disclose long-term forecasts or internal projections as to future performance, revenues, earnings, financial condition or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the Company Board's review of strategic alternatives, our management prepared the Company management forecasts on a stand-alone, pre-merger basis. The Company management forecasts were provided to Brookfield and the Conflicts Committee in connection with their respective evaluations of the Merger and also were provided to Greenhill for its use and reliance in connection with its financial analyses and opinion described under "—Opinion of Financial Advisor to the Conflicts Committee." The Company is providing the Company management forecasts in this information statement to provide the Unitholders access to certain non-public unaudited projected

financial information that was made available to Brookfield, the Company Board, the Conflicts Committee and Greenhill in connection with the Merger. The Company management forecasts were not prepared with a view toward public disclosure, and the inclusion of this information should not be regarded as an indication that the Company or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results. Readers of this information statement are cautioned not to place undue reliance on the Company management forecasts. No one has made or makes any representation to any Unitholder regarding the information included in the Company management forecasts or the ultimate performance of the Company compared to the information included in the Company management forecasts.

        The Company management forecasts were not prepared with a view toward complying with generally accepted accounting principles ("GAAP"), the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants with respect to the preparation or presentation of projected financial information. Certain of the Company management forecasts present financial metrics that were not prepared in accordance with GAAP. These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies. The Company has not prepared a reconciliation of these non-GAAP financial measures to applicable GAAP financial measures.

        There can be no assurance that the projected results reflected in the Company management forecasts will be realized. Neither the Company's independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Company management forecasts contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for the Company management forecasts and disclaim any association with the Company management forecasts. Furthermore, the Company management forecasts do not take into account any circumstance or event occurring after the date they were prepared or which may occur in the future, and, in particular, do not take into account any revised prospects of the Company's business, changes in general business, regulatory or economic conditions, competition or any other transaction or event that has occurred since the date on which such information was prepared or which may occur in the future.

        While presented with numeric specificity, the Company management forecasts reflect numerous estimates and assumptions made by our management with respect to industry performance, competition, general business, economic, market and financial conditions and matters specific to the Company's business, all of which are difficult to predict and many of which are beyond the Company's control. As a result, the Company management forecasts reflect numerous assumptions and estimates as to future events and there can be no assurance that these assumptions will accurately reflect future conditions, that the Company management forecasts will be realized or that actual results will not be significantly higher or lower than estimated. Since the Company management forecasts cover multiple years, such information by its nature becomes less predictive with each successive year.

        The following table presents a summary of the Company management forecasts:

        The Company management forecasts include forward-looking statements and are based on estimates and assumptions that are inherently subject to factors such as industry performance, competition, general business, economic, regulatory, market and financial conditions, as well as changes to the business, financial condition or results of operations of the Company, including the factors described under "Cautionary Note Regarding Forward-Looking Statements" and other risk factors as disclosed in the Company's filings with the SEC that could cause actual results to differ materially from those shown below. The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 are included as Annex C and Annex D, respectively, to this information statement. The Unitholders are urged to review the reports for a description of risk factors with respect to the Company's business and for a description of the Company's reported results of operations, financial condition and capital resources. See also "Where You Can Find More Information." The Company management forecasts do not take into account any of the Transactions, including the Merger.

        For the foregoing reasons, as well as the bases and assumptions on which the Company management forecasts were compiled, the inclusion of the Company management forecasts in this information statement should not be regarded as an indication that such information will be necessarily predictive of future results or events nor construed as financial guidance, and they should not be relied on as such or for any other purpose whatsoever.

THE COMPANY HAS NOT UPDATED AND DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE COMPANY MANAGEMENT FORECASTS SET FORTH ABOVE, INCLUDING, WITHOUT LIMITATION, TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE SUCH INFORMATION WAS PREPARED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, INCLUDING, WITHOUT LIMITATION, CHANGES IN GENERAL ECONOMIC, REGULATORY OR INDUSTRY CONDITIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE PROJECTED FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE.

Debt Commitment

        Concurrently with the execution of the Merger Agreement, we entered into the Commitment Letter with Lender, which provides that, subject to certain terms and conditions, Lender will provide the Short Term Credit Facility with draws in minimum amounts and subject to procedures to be negotiated and governed by a definitive written loan agreement. Proceeds of the loans under the Short Term Credit Facility are to be for working capital purposes. The Commitment Letter contemplates interest at 10% per annum paid, at our option, either quarterly in arrears or as an addition to principal amount. The Commitment Letter contemplates that the Short Term Credit Facility would mature on the earlier of (i) 18 months after the execution of a definitive written loan agreement, (ii) acceleration of the loans during the continuance of an Event of Default (as defined in the Commitment Letter), (iii) termination of the Merger Agreement, (iv) 90 days after Lender provides written notice to us of Lender's determination that the transactions contemplated by the Merger Agreement cannot or will not be consummated, and (v) uncured breach of other agreements that result in the termination thereof.

        Lender's commitment, and its obligation to make loans under the Short Term Credit Facility, is subject to a number of conditions, including, among others, (i) there not having occurred any uncured breach by Niska Sponsor, ManagementCo, us or any of our subsidiaries under the Merger Agreement which has resulted in Merger Agreement Default, (ii) the occurrence after the date of the Commitment Letter or the existence of any facts or circumstances that would result in the occurrence of a Merger Agreement Default; (iii) the negotiation, execution and delivery on or before 60 days after the date of the Commitment Letter of definitive documentation with respect to the Short Term Credit Facility satisfactory to the Lender acting reasonably and in good faith; and (iv) our compliance with the terms of the Commitment Letter. On July 28, 2015, the Company entered into the Short Term Credit Facility.

        In addition, we are required to use our commercially reasonable efforts to seek an amendment to our Amended and Restated Credit Agreement dated as of June 29, 2012 to permit the grant of liens on collateral to be pledged by us that is substantially similar to the collateral currently pledged pursuant to such Amended and Restated Credit Agreement.

Material U.S. Federal Income Tax Consequences of the Merger to our Unitholders

        The following discussion describes certain material United States federal income tax consequences to holders of our Common Units of the Merger. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), currently effective Treasury regulations thereunder (the "Treasury Regulations"), and current administrative rulings and court decisions, all of which are subject to change. Changes in these authorities may cause the U.S. federal income tax consequences to a Unitholder to vary substantially from those described below, possibly on a retroactive basis. We have not sought a ruling from the Internal Revenue Service ("IRS") with respect to any of the tax considerations discussed below, and the IRS would not be precluded from taking positions contrary to those described herein. As a result, no assurance can be given that the IRS will agree with all of the tax characterizations and the tax consequences described below.

        The discussion does not purport to be a complete description of all U.S. federal income tax consequences of the transaction and does not describe the application of the alternative minimum tax that may be applicable to certain Unitholders. Furthermore, this section focuses on Unitholders who are individual citizens or residents of the United States (for U.S. federal income tax purposes), who have the U.S. dollar as their functional currency, who use the calendar year as their taxable year, and who hold Common Units as capital assets (generally, property that is held for investment). This section has limited applicability to corporations, partnerships, (including entities treated as partnerships for U.S. federal income tax purposes), estates, trusts, non-resident aliens or other Unitholders subject to specialized tax treatment, such as tax-exempt institutions, non-U.S. persons, IRAs, employee benefit plans, real estate investment trusts or mutual funds. This discussion does not address any tax

consequences arising under the laws of any state, local or foreign jurisdiction, or under any U.S. federal laws other than those pertaining to the income tax. ACCORDINGLY, WE ENCOURAGE EACH UNITHOLDER TO CONSULT SUCH UNITHOLDER'S OWN TAX ADVISOR IN ANALYZING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES PARTICULAR TO SUCH UNITHOLDER RESULTING FROM THE MERGER AND POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

In General

        Regardless of the form of the Merger, it will be a taxable transaction resulting in a holder of our Common Units recognizing taxable gain or loss for U.S. federal income tax purposes. However, the particular consequences to a Unitholder may differ depending on whether the Merger is consummated as the FTM or the RTM, as explained more fully below.

        Because the Merger (as either the FTM or the RTM) will be a fully taxable transaction to Unitholders and will terminate a Unitholder's entire interest in the Company, any remaining passive losses attributable to such Unitholder's ownership of Common Units (including suspended passive activity losses from prior years) generally will no longer be treated as passive losses and thus should be available to offset any gain or income recognized by such Unitholder pursuant to the Merger or such Unitholder's other gain or income (although the use of such losses may be subject to other limitations).

Consequences Specific to the Forward Triangular Merger

        If the Merger is consummated as the FTM, the Company intends to take the position that the transaction is properly characterized for U.S. federal income tax purposes as though (1) the Company sold its assets to Parent in exchange for the Merger Consideration and any other amounts properly treated as consideration therefor for U.S. federal income tax purposes, and (2) immediately thereafter, the Company distributed the Merger Consideration to the Unitholders in complete liquidation of the Company.

        As a result of the Company's sale of its assets to Parent, the Company generally will recognize gains and losses in an amount equal to the difference between the amount realized by the Company (which is the sum of the Merger Consideration and other amounts properly treated as consideration for such purposes, including the amount of any liabilities of the Company at the time of the Merger) and the Company's aggregate tax basis in its assets. The character of the gain and losses recognized upon the sale of the Company's assets will generally depend on the character and holding period of those assets as held by the Company. For example, gain recognized upon the sale of certain depreciable assets generally will be characterized as ordinary income to the extent the Company took depreciation with respect to such assets, and losses with respect to assets used by the Company in its business operations generally will be characterized as ordinary losses. As described further in "—Allocations of Company Income" below, Unitholders will be allocated their proportionate shares of the Company's items of gain and loss related to such sale. Each Unitholder's aggregate adjusted tax basis in its Common Units will be adjusted (1) upward by the amount of any gains allocated to such Unitholder and (2) downward by the amount of any losses allocated to such Unitholder and such Unitholder's share of the Company's liabilities at the time of the Merger.

        As a result of the complete liquidation of the Company, a holder of Common Units receiving Merger Consideration pursuant to the FTM will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the Merger Consideration received by such Unitholder and the Unitholder's aggregate adjusted tax basis in such Unitholder's Common Units (including any adjustments described in the preceding paragraph with respect to the sale of the Company's assets). Gain or loss recognized by a Unitholder as a result of the deemed liquidation of such Unitholder's interest in the Company, if held for more than one year, generally will be taxable as

long-term capital gain or loss. Net capital loss may offset capital gains and, in the case of individuals, up to $3,000 of ordinary income per year.

Consequences Specific to the Reverse Triangular Merger

        If the Merger is consummated as the RTM, the Company intends to take the position that the transaction is properly characterized for U.S. federal income tax purposes, with respect to the Unitholders, as though the Unitholders sold their respective Common Units to Parent in exchange for the Merger Consideration and any other amounts properly treated as consideration for U.S. federal income tax purposes, including the amount of liabilities of the Company at the time of the Merger. Thus, a Unitholder receiving Merger Consideration in exchange for Common Units pursuant to the RTM will recognize an amount of net taxable gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount realized by such Unitholder (which is the sum of the Merger Consideration received by such Unitholder and other amounts properly treated as consideration for such purposes, including such Unitholder's share of the liabilities of the Company at the time of the Merger) and such Unitholder's aggregate adjusted tax basis in such Unitholder's Common Units (including basis attributable to the Unitholder's share of the liabilities of the Company at the time of the Merger).

        Except as noted below, the amount of net taxable gain or loss recognized by a Unitholder on the sale or exchange of Common Units held for more than one year generally will be characterized as long-term capital gain or loss. However, gain recognized on the disposition of Common Units will be separately computed and taxed as ordinary income under Section 751 of the Code to the extent the Company assets are "Section 751 Assets", which include certain inventory and depreciable assets with respect to which the Company has previously taken depreciation. Ordinary income attributable to Section 751 Assets recognized by a Unitholder may exceed the net taxable gain recognized by such Unitholder from the sale of its Common Units and may be recognized even if such Unitholder recognizes a net taxable loss from the sale of its Common Units. In that circumstance, the Unitholder will recognize a capital loss in an amount equal to the difference between the ordinary income required to be recognized under Section 751 and the net taxable gain or loss recognized by such Unitholder from the sale of its Common Units. Accordingly, a Unitholder may recognize both ordinary income and a capital loss upon a sale of Common Units. Net capital loss may offset capital gains and, in the case of individuals, up to $3,000 of ordinary income per year. Otherwise, the capital loss will not offset the ordinary income for purposes of computing the U.S. federal income tax liability of a Unitholder.

Allocations of Company Income

        For purposes of computing their taxable income or loss, Unitholders will be allocated their proportionate shares of the Company's items of income, gain, loss and deduction, for the period ending at the end of the day immediately preceding the closing date of the Merger. If the Merger is consummated as an FTM, the Company's income, gain, loss and deduction will include gains and losses recognized by the Company as a result of the Merger. Allocations of these items will be made in accordance with the terms of our Limited Liability Company Agreement and taking into account any required special allocations. These allocations will result in adjustments to each Unitholder's tax basis in the Common Units held by that Unitholder and, therefore, may potentially affect the amount of gain or loss recognized by such Unitholder as a result of the Merger.

Tax Rates

        Under current law, the highest marginal U.S. federal income tax rate applicable to ordinary income of individuals is 39.6% and the highest marginal U.S. federal income tax rate applicable to long-term capital gains (generally, capital gains on certain assets held for more than twelve months) of individuals is 20%. Corporate taxpayers are generally taxed at a maximum marginal rate of 35% for

both capital gains and ordinary income. Capital losses are deductible only to the extent of capital gains, except that non-corporate taxpayers may deduct up to $3,000 of capital losses in excess of the amount of their capital gains against ordinary income. Excess capital losses generally can be carried forward to succeeding years. A corporation is permitted to carry back excess capital losses to the three preceding years, provided the carryback does not increase or produce a net operating loss for any of those years. A corporation's carryforward period is five years, and a non-corporate taxpayer can carry such losses forward indefinitely.

        In addition, any net gains recognized by Unitholders who are individuals, estates or trusts may be subject to the additional tax imposed on "net investment income" under Section 1411 of the Code.

Withholding Taxes

        Parent and the paying agent are authorized to deduct and withhold from the Merger Consideration otherwise payable pursuant to the Merger Agreement any applicable taxes required to be withheld in respect of such consideration.

Interests of Directors and Executive Officers in the Merger

        Members of the Company Board and our executive officers have various interests in the Merger described in this section that may be different from, or in addition to, the interests of our Unitholders generally. The Company Board was aware of and considered these potential interests, among other matters, in evaluating and declaring the Merger Agreement and the Transactions to be advisable and in the best interests of the Company and the Unitholders.

        Our current executive officers are William H. Shea, Vance E. Powers, Mark D. Casaday, Rick J. Staples, Robert B. Wallace and Jason A. Dubchak. Of the current executive officers listed in the previous sentence, William H. Shea, Vance E. Powers, Mark D. Casaday, Rick J. Staples and Robert B. Wallace are also "named executive officers" as identified in our Annual Report on Form 10-K for the fiscal year ended March 31, 2015, which is included as Annex C to this information statement. Mr. Simon Dupéré, our former President and Chief Executive Officer and a former member of the Company Board, also acted as an executive officer for a portion of the last fiscal year (which resulted in him being designated as a "named executive officer" for the last fiscal year in our most recent Annual Report on Form 10-K), but he resigned on May 7, 2014 from all positions that he previously held with us, and he no longer is considered to be an executive officer with any interests in the Merger. Mr. Bruce D. Davis, Jr. was also one of our executive officers until his termination of employment (without cause) on July 31, 2015, therefore he was also listed as a "named executive officer" in our latest Annual Report on Form 10-K. Mr. Davis is no longer considered to be an executive officer with an interest in the Merger, other as specifically noted with respect to his phantom unit awards below.

Director Compensation

        The members of our Company Board receive fully vested Common Units as part of their compensation for serving on the Company Board. Each member therefore holds a certain number of Common Units that will receive the Merger Consideration that all Unitholders will receive.

Assumptions Regarding the Interests of Executive Officers

        While it is contemplated that the employment of William Shea, Mark Casaday and Robert Wallace (the "Terminating Employees") will be terminated prior to the consummation of the Merger, Jason Dubchak and Rick Staples are anticipated to continue to remain employed with Parent and its affiliates, including the Company Entities, following the consummation of the Merger. At this time it has not been determined if Vance Powers will continue his employment with the Parent and its

affiliates following the Merger, therefore we will disclose all potential payments that Mr. Powers could receive as either a terminating employee or a continuing employee.

Post-Closing Compensation Generally

        The Merger Agreement requires that, for the six (6) month period following the closing date of the Merger, (i) our employees who remain employed with the Parent or its affiliates (including the Company Entities) ("Continuing Employees") following the consummation of the Merger, including any of our executive officers, will receive base salary or base hourly wage rate and annual bonus or commission opportunities that are no less favorable than those in effect for such employees immediately prior to the closing and (ii) Parent will make available a package of employee benefits and supplemental pay that is substantially comparable in the aggregate to the package of employee benefits provided by Parent and its affiliates to their similarly situated employees.

        Effective as of the closing date of the Merger, the Continuing Employees will be given credit for all purposes under the employee benefit plans, programs, policies and arrangements maintained from time to time by Parent or the Company Entities in which the Continuing Employees participate, for such Continuing Employees' service with any of the Company Entities or their affiliates including vesting, eligibility and benefit entitlement, to the same extent and for the same purposes that such service was taken into account under a corresponding benefit plan as of the closing date.

Managing Member Purchase Price

        Subject to the terms of the Merger Agreement, Niska Sponsor or a designee of Niska Sponsor will receive the Managing Member Purchase Price in the amount of $7,497,641.00 as consideration for the Managing Member Transfer. Certain directors of ManagementCo are affiliated with Riverstone, which holds an ownership interest in Niska Sponsor. The directors of ManagementCo who are affiliated with Riverstone will not receive any funds directly from the Managing Member Purchase Price, but the Managing Member Purchase Price is disclosed in this section due to the fact that certain directors provide services to entities that may benefit, directly or indirectly, from the Managing Member Purchase Price.

Phantom Unit Awards and the Retention Plan

        The Company previously granted incentive awards to various directors and employees pursuant to our Incentive Plans. Certain of our executive officers and other employees hold outstanding Phantom Units under the Incentive Plans. We also adopted the Retention Plan on June 14, 2015 in connection with the signing of the Merger Agreement, which may impact the outstanding Phantom Units granted to certain employees, including some of our executive officers.

Phantom Units

        The Retention Plan will impact any outstanding Phantom Units held by Rick J. Staples and Jason A. Dubchak at the time of the closing of the Merger (described in greater detail below), but the Terminating Employees and Mr. Vance E. Powers (the "Excluded Employees") were specifically excluded from eligibility in the Retention Plan. The Phantom Units that are currently held by the Excluded Employees will not be directly impacted by the Merger alone (i.e., they do not contain "single-trigger" acceleration provisions). However, the Phantom Units do contain pro-rata acceleration provisions for a termination by us without cause. Therefore, with respect to the Terminating Employees, in the event that the timing of the termination of their employment occurs within a short time period prior to the Merger, we have considered these terminations to be in connection with the Merger and have included a description and estimate of the Phantom Unit settlement that each of the Terminating Employees could receive in connection with the pro-rata vesting of their Phantom Units upon

termination. Assuming that Mr. Powers is still employed by Parent or one of its affiliates at the time of the Merger, the Phantom Units currently held by Mr. Powers will continue to be governed by the terms of the Incentive Plans and the individual award agreements that govern each outstanding Phantom Unit. If one of the Excluded Employees is terminated on or after the Merger, the treatment of his Phantom Units is discussed below.

        The Phantom Units contain pro-rata acceleration provisions in the event that the executive incurs a termination by us without cause. The pro-rata acceleration will be calculated according to the following formula: A × (B/C), where:

A = Phantom Units that have not already become vested units on or prior to the employee's termination date

B = number of days between the grant date of the award and the employee's termination date

C = number of days in the entire vesting period

        The table below assumes that each of the Terminating Employees will be terminated without cause within a short time period prior to the Merger, although an actual termination date has not yet been set. If the terminations occur soon before the Merger and the Merger does not close until June 14, 2017, each of the Phantom Units disclosed below would already have become vested and settled prior to that date, therefore there would be no value to disclose for the Phantom Units in connection with the terminations. Assuming solely for purposes of these disclosures that the Merger is consummated sooner, in 2016, the number of Phantom Units outstanding for the Terminating Employees will be the same number as their current holdings. Assuming a December 31, 2016 termination date is prior to the closing of the Merger, the pro-rata formula described above would result in a pro-rata acceleration of (1,005/1095), or 92% of the outstanding awards. The estimated cash value of the pro-rata acceleration of the Phantom Units was calculated using a value of $4.225 per share, which is the Merger Consideration that each Unitholder will be eligible to receive in connection with the Merger. The value of the Phantom Unit acceleration could be more or less at the time that an acceleration, if any, actually occurs.

        If the termination of employment for the Terminating Employees does not occur prior to the Merger, but instead occurs on or following the Merger, they would be entitled to receive full acceleration of their Phantom Units. If any of the Excluded Employees experiences one of the qualifying termination events described above following the Merger, they could receive full acceleration of their Phantom Units, with any performance conditions being deemed satisfied at "target" levels. The table below discloses the number of Phantom Units currently held by each Excluded Employee as of the date of this filing. If the Merger does not close until June 14, 2017, each of the Phantom Units disclosed below would already have become vested and settled prior to that date, therefore there would be no value to disclose for the Phantom Units in connection with the Merger. Assuming solely for purposes of these disclosures that the Merger is consummated sooner, in 2016, only certain tranches of those Phantom Units will have become vested pursuant to the terms of the Incentive Plans and the individual award agreements that currently govern the awards, therefore we have also estimated the number of Phantom Units that could be outstanding as of an estimated close date of December 31, 2016. Assuming a December 31, 2016 closing date, no performance-based Phantom Units would remain outstanding, thus all awards reflected below as of December 31, 2016 are time-based Phantom Units. In the event that any of the Excluded Employees are terminated without cause or experiences a constructive termination following the close of the Merger, we have estimated that the outstanding Phantom Units held at that time would receive accelerated vesting at a value of $4.225 per share, which is the Merger Consideration that each Unitholder will be eligible to receive. The value of the Phantom Unit acceleration could be more or less at the time that an acceleration, if any, actually occurs.

        A portion of the Phantom Units currently held by each of our executive officers are designed to settle in Common Units, and if those Phantom Units vest prior to the close of the Merger, the executive officer will hold Common Units that will receive the Merger Consideration in connection with the closing of the Merger on the same terms as each Unitholder. The Merger Agreement prevents us from granting any further Phantom Units to our employees during the period prior to the close of the Merger without the consent of Parent, thus we do not expect that the executive officers will receive additional Phantom Units or other awards under the Incentive Plans prior to the close of the Merger.

Retention Plan

        The Phantom Units that are currently held by Rick J. Staples and Jason A. Dubchak will potentially be impacted by the terms of the Retention Plan. Each of our employees (other than the Excluded Employees) will be eligible to participate in the Retention Plan. The Retention Plan will provide each participant with the opportunity to receive two retention awards: a cash retention payment (described further below) and a Phantom Unit carryover amount. The Phantom Unit carryover amount is a cash award that will be based upon the number of time-based Phantom Units that a participant holds at the time of the closing of the Merger. If a Phantom Unit held by a Retention Plan participant is subject to performance-based vesting criteria, the Phantom Unit will be forfeited without consideration at the closing of the Merger. If a participant does not hold any time-based Phantom Units at the time that the Merger closes, they will not receive a Phantom Unit carryover amount in the Retention Plan. However, if the participant holds a Phantom Unit that is subject to time-based vesting criteria at the time of the closing of the Merger, the Phantom Unit will be forfeited at the closing, but the participant will receive a cash account in the Retention Plan that will be equal to the number of time-based vesting Phantom Units the participant holds immediately prior to the closing of the Merger, multiplied by the per unit cash value of the Merger Consideration ($4.225). The Phantom Unit carryover account, if any, will be governed by the terms of the Retention Plan rather than the Incentive Plans, but it will be subject to the same terms and conditions as those imposed upon the outstanding time-based Phantom Units that were forfeited at the closing, including vesting and payment schedules. The table below reflects the number of time-based Phantom Units that each of Messrs. Staples and Dubchak hold as of the date of this filing. If the Merger does not close until June 14, 2017, each of the Phantom Units disclosed below would already have become vested and settled prior to that date. Assuming solely for purposes of these disclosures that the Merger is consummated sooner, in 2016, only certain tranches of those Phantom Units will have become vested pursuant to the terms of the Incentive Plans and the individual award agreements that currently govern the awards, therefore we have also estimated the number of Phantom Units that could be outstanding as of an estimated close date of December 31, 2016. Assuming a December 31, 2016 closing date, no performance-based Phantom Units would remain outstanding, thus all awards reflected below as of December 31, 2016 are time-based Phantom Units. The column that reflects our estimate of the cash value associated with the

potential Phantom Unit carryover amount in the Retention Plan at the closing of the Merger could increase or decrease depending on the date of the actual closing.

        As noted above, the Retention Plan will also provide participants with an opportunity to receive a separate cash-based retention award that is not tied to the Phantom Units. This cash retention amount will vest on the first to occur of the closing of the Merger or the termination date of the Merger Agreement, subject to the participant remaining continuously employed until the applicable vesting date. However, the cash retention amount would also become vested in the event that the employee is terminated without cause at any time between the date that is sixty (60) days prior to the date of the closing of the Merger and the actual closing date. The Retention Plan generally defines "cause" to mean (i) the occurrence of any act or omission by the participant that would qualify as an event of "cause" within the meaning of the definition of "cause" contained in any existing or future written employment agreement between the applicable participant and the Company, any of the Company's subsidiaries, or their successors and assigns (the "Niska Group"), (ii) the willful or negligent failure by the participant to substantially perform the participant's duties (other than any such failure resulting from a disability), (iii) the participant commits, or is convicted of or pleads no contest to, a felony or crime involving moral turpitude, (iv) the participant willfully engages in gross misconduct, (v) the participant violates the Company's or an affiliate's code of ethics conduct policy, or (vi) the participant commits one or more significant acts of dishonesty as regards the Company or any affiliate.

        The cash retention amount that Messrs. Staples and Dubchak will be eligible to earn under the Retention Plan is $195,886.69 and $107,789.50, respectively. As with the Phantom Unit carryover amount, the cash retention award will be converted to Canadian currency for any Canadian residents at the time of payment based on the average exchange rate between the U.S. and Canada for the thirty (30) day period immediately prior to the date of the applicable conversion.

        In order to receive benefits under the Retention Plan, each participant will be required to execute a general release of claims regarding his or her employment with the Company.

Davis Separation Agreement

        In connection with his termination of employment, we entered into an Agreement Regarding Niska Gas Storage Partners LLC Phantom Unit Performance Plan Awards with Mr. Davis (the "Separation Agreement"). The Separation Agreement provides that in the event that the Merger closes, the remaining outstanding phantom units that Mr. Davis held on the date of his termination (that did not vest in connection with his termination), would remain eligible to vest upon the close of the Merger. Mr. Davis holds 28,478 phantom units that remain eligible to vest upon the close of the Merger, but in the event that the Merger does not close Mr. Davis will forfeit those phantom unit awards.

Employment Agreements

        Each of William H. Shea, Jr., Vance E. Powers, Mark D. Casaday and Robert B. Wallace are party to an employment agreement with the Company that provide for certain severance benefits (the "Employment Agreements"), although the Employment Agreements do not contain change in control provisions. The severance benefits described below would apply whether or not the executives' termination of employment ends in connection with the Merger. Due to the timing of the expected termination of the employment for the Terminating Employees however, we have considered these terminations to be in connection with the Merger, thus we have included a description and estimate of the payments that each of the Terminating Employees will receive under their Employment Agreements.

        Upon a termination of employment by us without "cause" or by an executive officer for "good reason," the Employment Agreements provide that the executive officer will generally be eligible to receive (i) twenty-four (24) months of the then-current base salary for such executive officer, less any statutory withholding, payable over a twenty-four (24) month period and (ii) up to eighteen (18) months of reimbursement, on a monthly basis, of the monthly premium costs paid by the executive officer for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), provided that such reimbursement will terminate at the time the executive officer becomes eligible to be covered under a group health plan sponsored by another employer. In the event of an executive officer's termination of employment for any other reason, the Employment Agreements provide that the executive officer will receive no further payments or benefits other than any accrued obligations.

        Under the Employment Agreements, the following terms have the meanings set forth below:

•

"Cause" is generally defined as the executive officer's (i) material breach of the Employment Agreement; (ii) material breach of any other written agreement with us or an affiliate or certain of our policies or codes of conduct; (iii) commission of gross negligence, willful misconduct or breach of fiduciary duty; (iv) commission of fraud, theft or embezzlement; (v) conviction of, or plea of nolo contendere, to any felony or state law equivalent or any crime involving moral turpitude; or (vi) failure or refusal to perform obligations reasonably and lawfully assigned by the Company Board.



•

"Good reason" generally means any of the following without the executive officer's consent: (i) a material diminution in the executive officer's base salary (which will be deemed to have occurred upon a reduction by 10% or more); (ii) a material diminution in the executive officer's authority, duties, title or responsibilities; (iii) a material breach by us of any obligations under the Employment Agreement; (iv) a requirement to report to anyone other than the Chief Executive Officer or, in the case of Mr. Shea, the Company Board; or (v) the relocation of the executive officer's principal place of employment by more than fifty (50) miles.

        The Employment Agreements contain standard restrictive covenants. The confidentiality restriction under the Employment Agreements is perpetual. The non-competition and non-solicitation restrictions

under the Employment Agreements apply during the employment period and cover the six (6) month period following termination of employment.

        In the event that an applicable executive officer is terminated in connection with the Merger, he could receive the following estimated payments pursuant to the Employment Agreements. All values below are calculated using current base salary amounts and current COBRA costs applicable to the executives and their dependents, so actual amounts payable under the Employment Agreements could be increased or decreased based upon applicable rates at the time of a termination of employment.

Indemnification and Insurance

        Parent will ensure that all rights to exculpation, indemnification and advancement of expenses existing in favor of any of the current and former members, directors, officers, fiduciaries and employees of any of the Company Entities or Niska Sponsor or its affiliates that are included in the charter documents of any of the Company Entities as of the date of the Merger Agreement will survive the closing and will continue in full force and effect for a period of six (6) years after the closing date.

        Parent will provide each director and officer of any of the Company Entities at any time prior to the closing date other than any director that is an employee of Niska Sponsor or any of its controlling affiliates with liability insurance with respect to acts or omissions occurring prior to the closing date for a period of six (6) years after the closing date that is no less favorable in coverage and amount than any applicable insurance in effect immediately prior to the closing date.

Quantification of Potential Payments to Named Executive Officers in Connection with the Merger

        The following table show the aggregate dollar value of the various elements of compensation that each of our named executive officers could receive in connection with the Merger, as required by Item 402(t) of Regulation S-K, assuming (i) the Merger is consummated on December 31, 2016, (ii) although we expect that Mr. Staples will continue his employment with the Parent and its affiliates following the Merger, and it has not yet been determined whether Mr. Powers will continue employment following the Merger or if the Terminating Employees will incur a termination of employment prior to or in connection with the Merger, to show the most conservative amounts potentially payable to the executives, we have assumed that the employment or service of each of our named executive officers is terminated without "cause" immediately following the Merger (as defined within each applicable document above), (iii) the amount of the accelerated vesting of any applicable Phantom Unit will be valued at the Merger Consideration of $4.225 per underlying Common Unit, and (iv) with respect to any agreements that require the named executive officer to execute a release agreement or to comply with restrictive covenants, the named executive officer has properly executed that document or complied with all requirements necessary in order to receive the benefits noted below. As described below, some of the amounts set forth in the table would be payable by virtue of the consummation of the Merger alone ("single-trigger" payments) and some amounts would be payable only if a termination of employment or service occurs in connection with or following the Merger ("double-trigger" payments). In addition to the assumptions regarding the consummation date of the Merger and the termination of the employment or service of the named executive officers, the estimates provided in the table below are based on certain other assumptions that are described in the

footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below.

Dissenters' Rights

        No dissenters' or appraisal rights are available, or will be available, with respect to the transactions contemplated by the Merger Agreement.

Form of the Merger

        On the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware law and our LLC Agreement, at the Effective Time, Merger Sub and the Company will merge. Common Units issued and outstanding and owned by holders immediately prior to the Effective Time will (a) (except with respect to Common Units owned by the Company, Parent or their respective subsidiaries) be converted into the right to receive the Merger Consideration, (b) no longer be outstanding, (c) automatically be 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 any rights with respect to such Common Units, except the right to receive the

Merger Consideration as described in the Merger Agreement, upon the terms and subject to the conditions set forth in the Merger Agreement. Upon the Managing Member Transfer, the ManagementCo Interests, the incentive distribution rights and the Managing Member Interest will be owned, directly or indirectly, by Parent (or one or more of affiliates of Parent), but the incentive distribution rights and the Managing Member Interest will be cancelled if the Merger is consummated as the FTM.

Conversion of Common Units; Procedures for Exchange of Common Units; Payment of Merger Consideration

        The conversion of Common Units into the right to receive the Merger Consideration in cash will occur automatically upon the Effective Time. On or prior to the closing date of the Merger, Parent will appoint a paying agent reasonably acceptable to the Company (the "Paying Agent") for the purpose of exchanging certificates and Common Units held of record in book-entry form for the Merger Consideration. As soon as reasonably practicable after the Effective Time, but in no event more than three business days following the Effective Time, Parent will send, or will cause the Paying Agent to send, to each holder of record of Common Units a letter of transmittal (each such letter, a "Letter of Transmittal").

        Prior to the closing of the Merger, Parent will deposit with the Paying Agent an amount of cash equal to the sum of the aggregate Merger Consideration. The paying agent will invest the deposits, subject to provisions that (i) no such investment or losses thereon will affect the Merger Consideration payable to holders of Common Units entitled to receive such consideration, and Parent will promptly cause to be provided additional funds to the Paying Agent for the benefit of holders of Common Units entitled to receive such consideration in the amount of any such losses, and (ii) the deposits will be obligations of or guaranteed by the United States of America or rated A-1 or P-1 or better by Moody's Investors Service, Inc. or Standard & Poor's Corporation. Any interest from such investments belongs to Parent, not the Unitholders.

        Each holder of a certificate (a "Certificate") that immediately prior to the Effective Time represented an outstanding Common Unit, upon surrender to the Paying Agent of an executed Letter of Transmittal, a Certificate and such other documents as may reasonably be required by the Paying Agent, will be entitled to receive in exchange therefor the amount of the Merger Consideration that such holder has the right to receive pursuant to the Merger Agreement. The Paying Agent will pay the Merger Consideration with respect to each such Certificate as promptly as practicable by mail or wire transfer of immediately available funds after receipt by the Paying Agent of such Certificate and Letter of Transmittal in accordance with the Merger Agreement. No interest will be paid or accrued on any Merger Consideration. Until so surrendered, each such Certificate will, after the Effective Time, represent for all purposes only the right to receive such Merger Consideration. The Merger Consideration paid upon surrender of Certificates will be deemed to have been paid in full satisfaction of all rights pertaining to the Common Units formerly represented by such Certificates.

        No holder of Common Units held in book-entry form ("Book-Entry Units") will be required to deliver a Certificate or an executed Letter of Transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to the Merger Agreement. The Paying Agent will promptly deliver to each holder of a Book-Entry Unit the Merger Consideration for each of such holder's Book-Entry Units. The Merger Consideration paid in respect of each Book-Entry Unit will be deemed to have been paid in full satisfaction of all rights pertaining to the Common Units formerly represented by such Book-Entry Units.

Delisting and Deregistration of Our Common Units

        At Parent's expense, prior to the closing date, the Company and ManagementCo will use reasonable best efforts to take all actions reasonably necessary under applicable laws and rules and policies of the NYSE to enable the delisting by the Company of the Common Units from the NYSE and the deregistration of the Common Units under the Exchange Act as promptly as practicable after the Effective Time, and in any event no more than ten (10) days after the closing date.

Regulatory Approvals Required for the Merger

        The Company and Parent have agreed to request a no action letter pursuant to the Competition Act and merger notification filings pursuant to Part IX of the Competition Act with respect to the transactions contemplated by the Merger Agreement within fifteen (15) business days after the signing of the Merger Agreement, and any other filing or notification required pursuant to any other Antitrust Law, including the laws related to the CPUC, with respect to the transactions contemplated hereby within fifteen (15) business days after the signing of the Merger Agreement.

        Under the Merger Agreement, both the Company and Parent have agreed to cooperate with each other and use their respective reasonable best efforts to obtain all required governmental approvals and avoid any action or proceeding by a governmental entity to the extent necessary, proper or advisable to consummate the Merger, subject to exceptions for any divestitures or similar actions that may be required of the parties. Except as noted above with respect to the required filings under the Competition Act, Antitrust Laws (including the laws related to the CPUC), the expiration of 20 days following the mailing of this information statement to our Unitholders and the filing of a certificate of merger in Delaware on the closing date of the Merger, we are unaware of any material federal, state or foreign regulatory requirements or approvals required for the execution of the Merger Agreement or consummation of the Transactions.

Litigation Related to the Merger

        Subsequent to the announcement of the Merger on June 14, 2015, the Plaintiffs filed four class action lawsuits against the Defendants in the Court of Chancery of the State of Delaware. These lawsuits are styled (a) Eddie Barringer vs. Niska Gas Storage Partners LLC, et al. (Case No. 11210); (b) David Raul vs. Niska Gas Storage Partners LLC, et al. (Case No. 11220); (c) Nathan Peterson vs. Niska Gas Storage Partners LLC, et al. (Case No. 11234); and (d) Fred Pappey vs. William H. Shea, Jr. et al., (Case No. 11238). The above styled lawsuits have been consolidated for all purposes and captioned In re Niska Gas Storage Partners Stockholders Litigation, CONSOL. C.A. No. 11210-CB.

        The Plaintiffs allege causes of action challenging aspects of the Merger, including that the Company Board breached their alleged duties to the Unitholders and that the Niska Parties and Brookfield aided and abetted the Company Board's breaches of alleged duties. In general, the Plaintiffs allege the Merger (a) provides inadequate consideration to Unitholders; (b) contains contractual terms (e.g. the no-solicitation, information rights, matching rights, and termination fee provisions) that dissuade other potential merger partners from making competing proposals; and (c) should have been subject to a "majority of the minority" voting requirement.

        Based on these allegations, the Plaintiffs request relief enjoining the Niska Parties from proceeding with or consummating the Merger. To the extent that the Merger is consummated before injunctive relief is granted, the Plaintiffs seek to have the Merger rescinded. Plaintiffs also seek damages and experts' and attorneys' fees. The Plaintiffs do not allege any quantum of damages at this time.

*

Less than 1%

(1)

The equity interests in Niska Sponsor are indirectly owned by our executive officers, certain of our employees and investment limited partnerships affiliated with the Carlyle/Riverstone Global Energy and Power Fund II, L.P. and Carlyle/Riverstone Global Energy and Power Fund III, L.P. C/R Energy GP III, LLC exercises investment discretion and control over the units held by Holdco through Carlyle/Riverstone Energy Partners III, L.P., of which C/R Energy GP III, LLC is the sole general partner. C/R Energy GP III, LLC is managed by an eight person management committee. The address of Holdco and C/R Energy GP III, LLC is 712 Fifth Avenue, 51st Floor, New York, NY 10019.

(2)

Simon Dupéré, former President, Chief Executive Officer and member of the board of directors, resigned on May 7, 2014.

(3)

Mr. Davis, former Vice President and Chief Administrative Officer, was terminated without cause on July 31, 2015.

(4)

Mr. Alexander was appointed to our board on December 31, 2014.

(5)

Mr. Hennigan was appointed to our board on September 10, 2014.

(6)

Ms. Wassenaar was appointed to our board on July 30, 2014.