Teekay Offshore Partners Announces Tender Offer for its 6.00% Senior Unsecured Notes Due 2019
June 12 2018 - 11:10PM
Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership)
(NYSE:TOO) announced today that it, with its wholly-owned
subsidiary, Teekay Finance Corp., has commenced a cash tender offer
and consent solicitation (the Offer) to purchase any and all of its
outstanding 6.00% Senior Notes due 2019 (the Notes), upon the terms
and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated as of June 12, 2018 (the Offer to
Purchase) and the related letter of transmittal.
The Offer will expire at 11:59 p.m., New York
City time, on July 10, 2018, unless extended (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 July 2, 2018, unless such date is extended or the offer is
earlier terminated (the Early Tender and Consent Deadline), will be
entitled to receive the total consideration of $1,025, payable in
cash for each $1,000 principal amount of Notes accepted for
repayment, which includes an early tender premium of $30 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 Deadline will be entitled to receive the total
consideration of $995, payable in cash for each $1,000 principal
amount of Notes accepted for payment. Accrued and unpaid interest
up to, but not including, the settlement date will be paid in cash
on all validly tendered and accepted Notes. The settlement date for
all Notes tendered prior to the Early Tender and Consent Deadline
is expected to be July 3, 2018, and the settlement for Notes
tendered on or after the Early Tender and Consent Deadline is
expected to occur on July 11, 2018, subject to the satisfaction of
the Financing Condition described below.
Holders tendering their Notes together with the
related consents will be deemed to have delivered their consent to
certain 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Notes may not be withdrawn and consents may not be revoked after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 July 2, 2018, unless such date is
extended. Following receipt of consents of at least a majority in
aggregate principal amount of the outstanding Notes, Teekay
Offshore will execute a second supplemental indenture effecting the
proposed amendments.
The Offer is contingent upon, among other
things, Teekay Offshore’s successful completion of the concurrent
bond offering announced today on terms and conditions satisfactory
to the Partnership and the Partnership having received the net cash
proceeds of the bond offering (the Financing Condition). The Offer
is not conditioned on any minimum amount of Notes being tendered.
Teekay Offshore may amend, extend, or terminate the Offer in its
sole discretion. There is no assurance that the Offer will be
subscribed for in any amount.
The Offer is being made pursuant to the terms
and conditions contained in the Offer to Purchase and the related
letter of transmittal, copies of which may be requested from the
Depositary and Information Agent for the Offer, Global Bondholder
Services Corporation, by telephone at (866) 470-3900 or (212)
430-3774 (for eligible institutions only).
Persons with questions regarding the Offer
should contact the Dealer Manager for the Offer, Citigroup Global
Markets Inc., at 388 Greenwich Street, 7th Floor, New York, New
York 10013, Attn: Liability Management Group, (800) 558-3745 (U.S.
Toll-Free) or (212) 723-6106 (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 Offshore
Teekay Offshore Partners L.P. is a leading
international midstream services provider to the offshore oil
production industry, focused on the ownership and operation of
critical infrastructure assets in offshore oil regions of the North
Sea, Brazil and the East Coast of Canada. Teekay Offshore is
structured as a publicly-traded master limited partnership (MLP)
with consolidated assets of approximately $5.7 billion, comprised
of 63 offshore assets, including floating production, storage and
offloading (FPSO) units, shuttle tankers, floating storage and
offtake (FSO) units, long distance towing and offshore installation
vessels, a floating accommodation unit (FAU), and conventional
tankers. The majority of Teekay Offshore's fleet is employed on
medium-term, stable contracts.
Teekay Offshore's common units and preferred
units trade on the New York Stock Exchange under the symbols "TOO",
"TOO PR A", "TOO PR B" and “TOO PR E”, respectively.
For Investor Relations enquiries
contact:
Ryan HamiltonTel: +1 (604) 609-2963Website: www.teekay.com
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