Securities Registration (section 12(b)) (8-a12b)
October 23 2017 - 2:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
TEEKAY LNG
PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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REPUBLIC OF THE MARSHALL ISLANDS
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98-0454169
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(Jurisdiction of incorporation or organization)
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(I.R.S. employer identification no.)
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4th Floor, Belvedere Building,
69 Pitts Bay Road,
Hamilton HM 08, Bermuda
(Address of
principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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8.50% Series B Fixed-to-Floating Rate
Cumulative Redeemable Perpetual
Preferred Units, representing limited partner interests
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class
of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form
relates:
333-220967
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
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Description of Registrants Securities to be Registered.
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A description of the
8.50% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Teekay LNG Partners L.P. (the Registrant), is set forth under the captions Summary,
Description of Series B Preferred Units, The Partnership Agreement, Material United States Federal Income Tax Considerations and Non-United States Tax Considerations in the prospectus supplement
filed by the Registrant with the Securities and Exchange Commission (SEC) on October 17, 2017, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus supplement will constitute a part of the
Registrants Registration Statement on Form F-3 (Registration No. 333-220967) (the Registration Statement), filed with the SEC on October 16, 2017. Such prospectus supplement, in the form in which it is so filed,
shall be deemed to be incorporated herein by reference.
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Exhibit
No.
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Description
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1.1
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Certificate of Limited Partnership of Teekay LNG Partners L.P. (incorporated herein by reference to Exhibit 3.1 to the Registrants Registration Statement on Form F-1 (File No. 333-120727), filed with the SEC on
November 24, 2004.
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4.1
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Third Amended and Restated Agreement of Limited Partnership of Teekay LNG Partners L.P. dated as of October 23, 2017 (incorporated herein by reference to Exhibit 4.1 to the Registrants report on Form 6-K filed
on October 23, 2017).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: October 23, 2017
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TEEKAY LNG PARTNERS L.P.
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By:
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Teekay GP L.L.C., its General Partner
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By
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/s/ Edith Robinson
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Name:
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Edith Robinson
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Title:
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Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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1.1
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Certificate of Limited Partnership of Teekay LNG Partners L.P. (incorporated herein by reference to Exhibit 3.1 to the Registrants Registration Statement on Form F-1 (File No. 333-120727), filed with the SEC on
November 24, 2004.
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4.1
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Third Amended and Restated Agreement of Limited Partnership of Teekay LNG Partners L.P. dated as of October 23, 2017 (incorporated herein by reference to Exhibit 4.1 to the Registrants report on Form 6-K filed
on October 23, 2017).
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