THIS REPORT ON FORM
6-K
IS HEREBY INCORPORATED BY REFERENCE INTO
THE FOLLOWING REGISTRATION STATEMENT OF THE REGISTRANT:
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REGISTRATION STATEMENT ON FORM
F-3
(FILE NO.
333-221806)
DATED JANUARY
12, 2018
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REGISTRATION STATEMENT ON FORM
F-3
(FILE NO. 333-231003) DATED
APRIL
24, 2019
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Item 1 Information Contained in this Form
6-K
Report
Entry into a Material Definitive Agreement.
On April 24, 2019, Teekay Corporation (the Company) entered into an Equity Distribution Agreement (the Agreement)
with Citigroup Global Markets Inc. (Citigroup). Pursuant to the terms of the Agreement, the Company may sell from time to time through Citigroup, as the Companys sales agent, shares of common stock having an aggregate offering
price of up to $63,000,000 (the Shares). Sales of the Shares, if any, will be made by means of ordinary brokers transactions on the New York Stock Exchange at market prices, in block transactions or as otherwise agreed by the
Company and Citigroup. The Agreement provides that Citigroup, when it is acting as the Companys agent, will be entitled to compensation of up to 2% of the gross sales price of the Shares sold through Citigroup from time to time.
The Company intends to use the net proceeds from the sales of the Shares, after deducting the sales agents commission and offering
expenses, for general corporate purposes, which may include, among other things, repaying a portion of the Companys outstanding indebtedness.
Under the terms of the Agreement, the Company may also sell Shares from time to time to Citigroup as principal for its own account at a price
to be agreed upon at the time of sale. Any sale of Shares to Citigroup as principal would be pursuant to the terms of a separate terms agreement between the Company and Citigroup.
The Shares will be issued pursuant to the Companys Registration Statement on Form
F-3
effective
as of January 12, 2018 (Registration
No. 333-221806)
and the Companys related Registration Statement on Form
F-3
pursuant to Rule 462(b) of the
Securities Act of 1933, as amended, filed on and effective as of April 24, 2019. The Company filed a prospectus supplement, dated April 24, 2019, with the Securities and Exchange Commission in connection with the offer and sale of the
Shares.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. Legal opinions relating to the Shares are filed herewith as Exhibits 5.1, 8.1 and 8.2.
Exhibits.
The
following exhibits are filed as part of this report.