If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
The information required on the remainder of this cover page shall not be
deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SCHEDULE 13D/A
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CUSIP No.
Y8565N 102
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Page 2 of 9 Pages
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1
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Teekay Corporation
98-0224774
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC; OO
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
The Republic of the Marshall Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
77,298,441 Shares of Class A common stock
(1)
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8
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SHARED VOTING POWER
-0-
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9
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SOLE DISPOSITIVE POWER
77,298,441 Shares of Class A common stock
(1)
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10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,298,441 Shares of Class A common stock
(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
28.8%
(2)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
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(1)
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As of the date of this Amendment No. 1 to the Schedule 13D filed by Teekay Corporation on December 28, 2007 (the Original Schedule 13D), Teekay Corporation, through its wholly-owned subsidiaries, Teekay
Holdings Limited and Teekay Finance Limited, beneficially owns 40,290,460 shares of Class A common stock (Class A Common Shares) and 37,007,981 shares of Class B common stock (Class B Common Shares). The Class B Common
Shares are convertible into Class A Common Shares on a one-for-one basis, at any time at the election of the Reporting Person, and automatically upon the occurrence of certain events, as discussed in Item 6 of the Original Schedule 13D.
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(2)
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Calculated based on 231,193,657 Class A Common Shares and 37,007,981 Class B Common Shares outstanding as of December 18, 2017.
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Explanatory Note:
This Amendment No. 1 (this Amendment) amends and supplements the statement on Schedule 13D filed by Teekay Corporation on
December 28, 2007 (the Original Schedule 13D). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. All capitalized terms contained herein
but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
Item 1.
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Security and Issuer
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This Amendment amends and restates Item 1 of the Original Schedule
13D in its entirety as set forth below:
This Amendment relates to shares of Class A common stock (the Class A Common
Shares) of Teekay Tankers Ltd., a corporation organized under the laws of the Republic of the Marshall Islands (the Issuer), with principal executive offices at 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda.
Item 2.
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Identity and Background
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This Amendment amends and restates Item 2 of the Original
Schedule 13D in its entirety as set forth below:
This Amendment relates to Teekay Corporation, a corporation existing under the laws of
the Republic of the Marshall Islands (the Reporting Person), with its principal executive offices at 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda. The Reporting Person is principally engaged in the business
of international liquefied gas, crude oil and petroleum product transportation services.
The name, principal occupation or employment and
principal business address and citizenship of each director and executive officer of the Reporting Person are as set forth on
Schedule A
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In the past five years, neither the Reporting Person nor, to the knowledge of the Reporting Person, any of the individuals set forth on
Schedule A
has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to any action as a result of which it or such individual is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
Item 3.
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Source and Amount of Funds or Other Consideration
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This Amendment amends and restates
Item 3 of the Original Schedule 13D in its entirety as set forth below:
In connection with the closing of the merger of Tanker
Investments Ltd. (TIL) with and into Royal 2017 Ltd., a wholly-owned subsidiary of the Issuer, on November 27, 2017 (the TIL Merger), 2,500,000 shares of TIL common stock held by the Reporting Person were exchanged for
the right to receive 8,250,000 Class A Common Shares, which Class A Common Shares were issued to the Reporting Person on November 28, 2017.
The Reporting Person also acquired 12,730,814 Class A Common Shares in open market transactions for an aggregate purchase price of
$19.1 million, on the dates and at average prices per share set forth in Item 5(c) below, using funds available from the Reporting Persons working capital.
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Item 4.
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Purpose of Transaction
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This Amendment amends and restates Item 4 of the Original
Schedule 13D in its entirety as set forth below:
The Reporting Person acquired the Issuers securities indicated in Item 3 as
part of the transactions described in Item 3 above.
The Reporting Person beneficially owns
(1)
37,007,981 shares of Class B common stock (Class B Common Shares) and 40,290,460 Class A Common Shares. Each Class B Common Share has five votes per share and each
Class A Common Share has one vote per share. However, the voting power of the Class B Common Shares is limited such that the aggregate voting power of all Class B Common Shares outstanding can at no time exceed 49% of the voting power
of the Issuers Class A Common Shares and Class B Common Shares, voting together as a single class. The Reporting Person currently holds, indirectly, Class A Common Shares and Class B Common Shares representing 54.1% of the
voting power of the Issuers capital stock. The Reporting Person, and its wholly-owned subsidiary and the Issuers manager, Teekay Tankers Management Services Ltd. (the Manager), provide commercial, technical, strategic and
administrative services to the Issuer pursuant to a long-term management agreement. The Issuers executive officers are employees of the Reporting Person or its subsidiaries. Due to these relationships, and the level of its ownership of voting
stock, the Reporting Person has the ability to exercise substantial influence over the Issuers management and affairs.
The
Class B Common Shares are convertible into Class A Common Shares on a
one-for-one
basis, at any time at the election of the Reporting Person, and automatically
upon the occurrence of certain events, as discussed in Item 6 of the Original Schedule 13D.
As of the date of this Amendment, the
Reporting Person has no plans or proposals which relate to or would result in any of the following actions, except as disclosed herein and except that the Reporting Person or its affiliates may, from time to time or at any time, subject to market
conditions and other factors, purchase additional Class A Common Shares in the open market, in privately negotiated transactions or otherwise, or sell at any time all or a portion of the Class A Common Shares now owned or hereafter
acquired by them to one or more purchasers:
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the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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any material change in the present capitalization or dividend policy of the Issuer;
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any other material change in the Issuers business or corporate structure including but not limited to, if the Issuer is a registered
closed-end
investment company, any plans
or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
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changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities
association;
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a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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any action similar to any of those enumerated above.
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The Reporting Person, due to its ability
to exercise substantial influence over the Issuers management and affairs, may be able to influence the decisions of the Issuer and its subsidiaries relating to certain significant actions. These actions include:
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certain acquisitions, borrowings and capital expenditures by the Issuer or its subsidiaries;
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issuances of equity interests in the Issuer or its subsidiaries; and
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certain dispositions of equity interests in, or assets of, the Issuer or the Issuers subsidiaries.
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Item 5.
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Interest in Securities of the Issuer
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This Amendment amends and restates Item 5 of the
Original Schedule 13D in its entirety as set forth below:
(a) The Reporting Person beneficially owns
(
1)
40,290,460 Class A Common Shares, representing 17.4% of the outstanding Class A Common Shares of the Issuer. The Reporting Person also
beneficially owns
(
1)
37,007,981 Class B Common Shares of the Issuer, representing 100% of the Issuers Class B Common Shares.
The Class B Common Shares held by the Reporting Person are convertible into Class A Common Shares on a
one-for-one
basis, at any time at the election of the
Reporting Person, and automatically upon the occurrence of certain events, as discussed in Item 6 of the Original Schedule 13D. The Reporting Person is currently the beneficial owner of Class A Common Shares and Class B Common Shares
representing 54.1% of the voting power of the Issuers capital stock. On an
as-converted
basis, the Reporting Person is the beneficial owner of 28.8% of the voting power of the Issuers capital
stock.
(b) The Reporting Person has the sole power to vote or direct the vote and to dispose or direct the disposition of the
Class A Common Shares and Class B Common Shares owned by the Reporting Person.
(c) On November 28, 2017, the Issuer
issued 8,250,000 Class A Common Shares to the Reporting Person in connection with the closing of the TIL Merger in exchange for 2,500,000 TIL common shares held by the Reporting Person immediately prior to the closing of the TIL Merger. In
addition, the Reporting Person has purchased the following Class A Common Shares in open market transactions within the past 60 days:
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Transaction Date
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Class A Common Shares Purchased
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Average Price Per Share
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December 1, 2017
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181,528
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$
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1.61
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December 4, 2017
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320,900
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$
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1.62
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December 5, 2017
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198,800
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$
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1.60
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December 6, 2017
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183,200
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$
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1.54
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December 7, 2017
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226,700
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$
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1.51
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December 8, 2017
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185,600
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$
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1.48
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December 11, 2017
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183,400
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$
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1.50
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December 12, 2017
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318,968
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$
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1.51
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December 13, 2017
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297,178
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$
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1.52
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December 14, 2017
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297,030
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$
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1.50
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December 18, 2017
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10,337,510
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$
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1.49
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(d) No other person is known by the Reporting Person to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, Class A Common Shares beneficially owned by the Reporting Person.
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(1)
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As of the date of this Amendment, the Reporting Person, through its wholly-owned subsidiaries, Teekay Holdings Limited and Teekay Finance Limited, beneficially owns
40,290,460 Class A Common Shares and 37,007,981 Class B Common Shares. The Class B Common Shares are convertible into Class A Common Shares on a
one-for-one
basis, at any time at the election of the Reporting Person, and automatically upon the occurrence of certain events, as discussed in Item 6 of the
Original Schedule 13D.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
December 20, 2017
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TEEKAY CORPORATION
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/s/ Kenneth Hvid
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Name:
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Kenneth Hvid
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Title:
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President and Chief Executive Officer
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SCHEDULE A
Directors and Executive Officers of Teekay:
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Name and Position
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Principal Occupation or Employment and
Principal Business Address
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Citizenship
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Bill Utt, Director and Chairman
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5432 Tupper Lake Drive
Houston, Texas
77056
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United States
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C. Sean Day, Director
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President
Seagin International LLC
26 Deer Park Drive
Greenwich, Connecticut, USA 06830
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United States
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Peter S. Janson, Director
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3464 Sanctuary Way
Bonita Springs, Florida
34134
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Canada
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Eileen A. Mercier, Director
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Finvoy Management Inc.
504 - 3 McAlpine
Street
Toronto, ON M5R 3TS Canada
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Canada
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Bjorn Moller, Director
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4532 Caulfield Lane
West Vancouver, BC
V7W 3J6
Canada
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Denmark
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Tore I. Sandvold, Director
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Chairman
Sandvold Energy AS
Bjoernveien 50
Stortingsgaten 8
0773 Oslo
Norway
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Norway
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Alan Semple, Director
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2506 Sara Ridge Lane
Katy, Texas 77450
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United Kingdom
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Rudolph Krediet, Director
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Anholt (USA)
301 Riverside Avenue
Westpot, Connecticut, USA 06880
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Netherlands
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Heidi Locke Simon, Director
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1243 Waterview Drive
Mill Valley, California,
USA 94941
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United States
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David Schellenberg, Director
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Highland West Capital
1508 -999 West Hastings
Street
Vancouver, B.C. V6C 2W2
Canada
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Canada
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Kenneth Hvid, President and Chief Executive Officer
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Teekay Corporation
Suite 2000, Bentall 5
550 Burrard Street
Vancouver B.C. V6C 2K2
Canada
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Denmark
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Arthur Bensler, Executive Vice President, Corporate Secretary and General Counsel
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Teekay Corporation
Suite 2000, Bentall 5
550 Burrard Street
Vancouver B.C. V6C 2K2
Canada
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Canada
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Name and Position
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Principal Occupation or Employment and
Principal Business Address
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Citizenship
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William Hung, Executive Vice President, Strategic Development
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Teekay Corporation
Suite 2000, Bentall 5
550 Burrard Street
Vancouver B.C. V6C 2K2
Canada
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Canada
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Vincent Lok, Executive Vice President and Chief Financial Officer
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Teekay Corporation
Suite 2000, Bentall 5
550 Burrard Street
Vancouver B.C. V6C 2K2
Canada
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Canada
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