Teekay Corporation Announces Tender Offer for Its 8.5% Senior Unsecured Notes Due 2020
April 24 2019 - 7:34AM
Teekay Corporation (Teekay or the Company) (NYSE:TK) announced
today that it has commenced a cash tender offer (the Offer) to
purchase any and all of its outstanding 8.5% Senior Unsecured Notes
due 2020 (the Notes), upon the terms and conditions set forth in
the Offer to Purchase and Consent Solicitation Statement, dated as
of April 24, 2019 (the Offer to Purchase) and the related letter of
transmittal and consent. Concurrently with the Offer, the Company
is soliciting (the Solicitation) from the holders of the Notes a
consent (the Consent) to certain proposed amendments (the Proposed
Amendments) to the indenture governing the Notes described below.
The Company intends to fund the Offer with a combination of (i) the
net proceeds from the Company’s concurrent bond offering (the Bond
Offering) of new senior secured notes announced today,
(ii) available existing cash and (iii) borrowings under the
Company’s equity margin loan facility.
The Offer will expire at 11:59 p.m., New York
City time, on May 21, 2019, unless such deadline is extended or
earlier terminated by the Company in its sole discretion (such
time, as the same may be extended or earlier terminated, the
Expiration Time). Holders who validly tender (and do not validly
withdraw) their Notes and provide their Consents prior to 5:00
p.m., New York City time, on May 7, 2019 (unless such deadline is
extended or the Offer is earlier terminated by Teekay in its sole
discretion (such time, as the same may be extended or earlier
terminated, the Early Tender and Consent Date)), will be entitled
to receive the total consideration of $1,032.50, payable in cash
for each $1,000 principal amount of Notes accepted for repayment,
which includes an early tender premium of $50 per $1,000 principal
amount of Notes accepted for payment. Holders who validly tender
(and do not validly withdraw) their Notes after the Early Tender
and Consent Date will be entitled to receive the Offer
consideration of $982.50, payable in cash for each $1,000 principal
amount of Notes accepted for payment. Accrued and unpaid interest
up to, but not including, the applicable settlement date will be
paid in cash on all validly tendered (and not validly withdrawn)
and accepted Notes. The settlement date for all Notes tendered
prior to the Early Tender and Consent Date is expected to occur as
early as May 13, 2019, and the settlement for Notes tendered on or
after the Early Tender and Consent Date is expected to occur on or
about May 23, 2019, subject to the satisfaction of certain
conditions. The conditions include, among others, that (i) the
Company shall have completed the Bond Offering, on terms
satisfactory to it, and the net proceeds to the Company from the
Bond Offering, available existing cash of the Company and
borrowings under the Company’s equity margin loan facility are
sufficient to fund the maximum aggregate payments for Notes
tendered in the Offer (assuming the tender of all outstanding Notes
prior to the Early Tender and Consent Date) and related expenses
and (ii) holders of Notes shall have tendered greater than $400
million in aggregate principal amount of Notes prior to the Early
Tender and Consent Date. Teekay may waive these conditions in its
sole discretion. Teekay may also amend, extend, or terminate the
Offer in its sole discretion.
Holders tendering their Notes will be deemed to
have delivered their Consent to the Proposed Amendments to the
indenture governing the Notes, which will eliminate substantially
all of the restrictive covenants and certain events of default and
related provisions. Tendered Notes may not be withdrawn and
Consents may not be revoked after 5:00 p.m., New York City time on
May 7, 2019, unless such date is extended. Following receipt of
Consents of at least a majority of the aggregate principal amount
of the outstanding Notes (the Requisite Consents), Teekay will
execute a second supplemental indenture effecting the Proposed
Amendments.
The Offer and the Solicitation are being made
pursuant to the terms and conditions contained in the Offer to
Purchase and the related letter of transmittal and consent, copies
of which may be requested from the Depositary and Information Agent
for the Offer and the Solicitation, Ipreo LLC, by telephone at
(888) 593-9546 or (212) 849-3880 (for eligible institutions
only).
Persons with questions regarding the Offer or
the Solicitation should contact the Dealer Manager for the Offer
and the Solicitation, J.P. Morgan Securities LLC, at 383 Madison
Avenue, New York, New York 10179, Attention: Liability Management
Group, (866) 834-4666 (U.S. Toll-Free) or (212) 834-6950
(Collect).
This news release does not constitute an offer
to sell or a solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
About Teekay
Teekay is a leading provider of international
crude oil and gas marine transportation services and offshore
production and logistics. Teekay provides these services primarily
through its directly-owned fleet and its controlling ownership
interests in Teekay LNG Partners L.P. (NYSE:TGP), the world’s third
largest independent owner and operator of LNG carriers, and Teekay
Tankers Ltd. (NYSE:TNK), one of the world’s largest owners and
operators of mid-sized crude tankers, and its non-controlling
interests in Teekay Offshore Partners L.P. (NYSE:TOO), the world’s
largest provider of shuttle tankers and fourth largest independent
provider of leased FPSO solutions. The combined Teekay entities
manage and operate total assets under management of approximately
$16 billion, comprised of 205 liquefied gas, offshore, and
conventional tanker assets. With offices in 14 countries and
approximately 8,000 seagoing and shore-based employees, Teekay
provides a comprehensive set of marine services to the world’s
leading oil and gas companies.
Teekay’s common stock trades on the New York
Stock Exchange under the symbol “TK”.
For Investor
Relationsenquiries contact:
Ryan HamiltonTel: +1 (604) 609-2963Website:
www.teekay.com
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