Teekay Corporation Announces Early Results of Tender Offer for Its 8.5% Senior Notes Due 2020
May 07 2019 - 7:58PM
Teekay Corporation (Teekay or the Company) (NYSE:TK)
announced today the results to date of its previously announced
cash tender offer (the Offer) to purchase any and all of its
outstanding 8.5% Senior 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.
According to information received from Ipreo
LLC, the depositary and information agent for the Offer, as of 5:00
p.m., New York City time, on May 7, 2019 (the Early Tender and
Consent Date), Teekay had received valid tenders from holders of
the Notes that were not validly withdrawn as set forth in the table
below.
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Title of Notes |
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CUSIPNumber |
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Aggregate Principal
AmountOutstanding Prior to Tender
Offer |
|
AggregatePrincipal Amount of
Notes Anticipated to be Accepted
for Purchase on EarlySettlement Date |
|
Tender Offer
Consideration(1) |
|
EarlyTenderPremium(1) |
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Total
Consideration(1)(2) |
8.5% Senior Notes due 2020 |
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87900YAA1 |
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$ 497,657,000 |
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$ 458,019,000 |
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$ 982.50 |
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$ 50.00 |
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$ 1,032.50 |
(1) |
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Per $1,000 principal amount of Notes validly tendered and not
validly withdrawn and accepted for purchase by Teekay and excluding
accrued and unpaid interest. |
(2) |
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Includes the Early Tender Premium (as defined in the Offer to
Purchase) for Notes validly tendered and not validly withdrawn
prior to the Early Tender and Consent Date and accepted for
purchase by Teekay. |
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Based on the information received from Ipreo
LLC, the Minimum Tender Condition (as defined in the Offer to
Purchase) has been satisfied. The Early Tender and Consent Date has
now passed and withdrawal rights under the Offer have expired.
Accordingly, tendered Notes may not be withdrawn nor may consents
be revoked, except as required by applicable law.
Subject to the satisfaction or waiver of all
remaining conditions to the Offer described in the Offer to
Purchase, the Notes that have been validly tendered and not validly
withdrawn prior to the Early Tender and Consent Date will be
purchased on the “Early Settlement Date,” which is currently
expected to occur on May 13, 2019. The Financing Condition (as
defined in the Offer to Purchase) with respect to the Offer is
expected to be satisfied on May 13, 2019, upon the closing of
Teekay’s previously announced offering of $250,000,000 in aggregate
principal amount of 9.25% Senior Secured Notes due 2022 (the New
Notes Offering).
In addition, the Requisite Consents (as defined
in the Offer to Purchase) to effect the Proposed Amendments (as
defined in the Offer to Purchase) with respect to the indenture
relating to the Notes have been received.
Full details of the terms and conditions of the
Offer and Solicitation (as defined in the Offer to Purchase) are
described in the Offer to Purchase and the accompanying 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). Holders of the Notes are
encouraged to read these documents as they contain important
information regarding the Offer and the Solicitation.
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 also provides
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. The
consolidated Teekay entities manage and operate total assets under
management of approximately $11 billion, comprised of approximately
155 liquefied gas, offshore, and conventional tanker assets. With
offices in 12 countries and approximately 5,600 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 Relations
enquiries contact:
Ryan Hamilton Tel: +1 (604) 609-2963
Website: www.teekay.com
Forward-Looking Statements
This release contains forward-looking statements
(as defined in Section 21E of the Securities Exchange Act of 1934,
as amended) which reflect management’s current views with respect
to certain future events and performance, including: the expected
timing and completion of the New Notes Offering, the satisfaction
of the Financing Condition and the expected timing and completion
of the settlement of the Offer. The following factors are among
those that could cause actual results to differ materially from the
forward-looking statements, which involve risks and uncertainties,
and that should be considered in evaluating any such statement,
including: satisfaction of closing conditions to the New Notes
Offering and the Offer; and other factors discussed in Teekay’s
filings from time to time with the SEC, including its Annual Report
on Form 20-F for the fiscal year ended December 31, 2018. Teekay
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in Teekay’s expectations
with respect thereto or any change in events, conditions or
circumstances on which any such statement is based.
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