Niska Gas Storage Partners LLC
1001 Fannin Street, Suite 2500
Houston, TX 77002
February 3, 2011
Via EDGAR
Mr. H. Christopher Owings
Assistant Director
Division of Corporation Finance
United States Securities and
Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-4 (Registration No. 333-170911) (the Registration Statement) of Niska Gas Storage Partners LLC, Niska Gas Storage US, LLC, Niska Gas Storage US Finance Corp., Niska Gas Storage Canada ULC, Niska Gas Storage Canada Finance Corp., and the Additional Registrants Listed in the Registration Statement (the Registrants)
Ladies and Gentlemen:
On behalf of the Registrants, pursuant to Rule 461 of the Securities Act of 1933, we hereby request that the effectiveness of its Registration Statement on Form S-4 (Registration No. 333-170911) be accelerated so that the Registration Statement will become effective on February 4, 2010 at 12:00 p.m., Washington, D.C. time, or as soon as thereafter practicable. The Registrants hereby acknowledge that:
· should the Securities and Exchange Commission (the Commission) or the staff of the Commission (the Staff), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the Staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Registrants may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please call E. Ramey Layne of Vinson & Elkins L.L.P., counsel to the Registrants, at (212) 237-0135 with any questions regarding this matter.
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Very truly yours, |
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NISKA GAS STORAGE PARTNERS LLC |
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By: |
/s/ David F. Pope |
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David F. Pope |
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Chief Executive Officer |
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NISKA GAS STORAGE US, LLC |
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By: |
/s/ David F. Pope |
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David F. Pope |
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President |
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NISKA GAS STORAGE US FINANCE CORP. |
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By: |
/s/ David F. Pope |
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David F. Pope |
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Chief Executive Offficer |
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NISKA GAS STORAGE CANADA ULC |
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By: |
/s/ David F. Pope |
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David F. Pope |
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President |
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NISKA GAS STORAGE CANADA FINANCE CORP. |
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By: |
/s/ David F. Pope |
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David F. Pope |
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President |
SIGNATURE PAGE
ACCELERATION REQUEST LETTER