As filed with the Securities and Exchange Commission on November 29, 2017
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
F-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TEEKAY
CORPORATION
(Exact name of Registrant as specified in its charter)
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Republic of the Marshall Islands
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98-0224774
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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4th Floor,
Belvedere Building,
69 Pitts Bay Road,
Hamilton HM 08, Bermuda
Telephone: (441)
298-2530
Fax: (441)
292-3931
(Address, including zip code, and telephone number, including area code, of Registrants principal executive office)
Watson Farley & Williams LLP
Attention: Daniel C. Rodgers
250 West 55
th
Street
New York, New York 10019
(212)
922-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
David S.
Matheson
Perkins Coie LLP
1120 N.W. Couch Street, Tenth Floor
Portland, OR 97209-4128
(503)
727-2008
Approximate date of
commencement of proposed sale to the public
: From time to time after this registration statement becomes effective, as determined by market conditions.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement
pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☐
If an emerging growth
company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The term new or revised financial accounting standard refers
to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of
Securities to Be Registered
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Amount to be
Registered(1)(2)
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Proposed
Maximum Aggregate
Price Per Unit(3)
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee(4)
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Common Stock
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Preferred Stock
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Convertible Preferred Stock
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Debt Securities(5)
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Convertible Debt Securities(5)
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Total
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$150,000,000
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$150,000,000
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$18,675
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(1)
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Pursuant to Rule 457(i) under the Securities Act of 1933, as amended (or the
Securities Act
), the securities registered hereunder include such indeterminate number of shares of common stock, preferred stock and
principal amount of debt securities as may be issued upon conversion or exchange of any preferred stock or debt securities registered hereunder that provide for conversion or exchange or pursuant to the anti-dilution provisions of any such
securities.
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(2)
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If any debt securities are issued at an original issue discount, such greater principal amount at maturity as shall result in an aggregate initial offering price equal to the amount to be registered or if any securities
are issued in an amount denominated in a foreign currency or composite currency, such amount as shall result in an aggregate initial offering price equivalent thereto in United States dollars at the time of initial offering.
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(3)
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The proposed maximum aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered under this
registration statement and is not specified as to each class of security pursuant to General Instruction II.C of
Form F-3 under
the Securities Act.
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(4)
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Calculated in accordance with Rule 457(o) under the Securities Act.
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(5)
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Subject to note (1) above, an indeterminable amount of these securities may be senior or subordinated.
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The Registrant
hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the U.S. Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.