UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
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Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
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Date of Report: January 9, 2023
Commission file number 1- 33198
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ALTERA INFRASTRUCTURE L.P.
(Exact name of Registrant as specified in its Charter)
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Altera House, Unit 3, Prospect Park, Arnhall Business Park,
Westhill, Aberdeenshire, AB32 6FJ, United Kingdom
(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F. |
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Form 20-F
ý Form
40- F
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Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1). |
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Yes
¨ No
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Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7). |
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Yes
¨ No
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Explanatory Note
As previously disclosed, on August 12, 2022, Altera Infrastructure
L.P. (the “Partnership”), and certain of its affiliates and
subsidiaries (the “Debtors” and, on a post-emergence basis, as the
context requires, the “Reorganized Debtors”), commenced cases under
chapter 11 (the “Chapter 11 Cases”) of title 11 of the United
States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court
for the Southern District of Texas, Houston Division (the
“Bankruptcy Court”). The Chapter 11 Cases were jointly administered
under the caption
In re Altera Infrastructure L.P.,
Case No. 22-90130 (MI).
On September 1, 2022, the Debtors filed the
Joint Chapter 11 Plan of Reorganization of Altera Infrastructure
L.P. and Its Debtor Affiliates,
which was amended on October 5, 2022, October 11, 2022, and
November 3, 2022 (as so amended, the “Plan”) and the related
the
Disclosure Statement for the Joint Chapter 11 Plan of
Reorganization of Altera Infrastructure L.P. and Its Debtor
Affiliates,
which was initially filed on September 1, 2022 and amended on
September 26, 2022, October 5, 2022 and October 11, 2022 (as so
amended, the “Disclosure Statement”). On October 7, 2022, the
Bankruptcy Court entered an order conditionally approving the
adequacy of the Disclosure Statement and the solicitation and
notice procedures and the forms of voting ballots and notices in
connection therewith. The order established September 30, 2022 as
the voting record date and November 1, 2022 as the deadline to cast
votes in favor of or against the Plan and to file objections to
Bankruptcy Court approval of the Plan.
On October 25, 2022, the Debtors filed the
Notice of Filing of Plan Supplement,
which was supplemented on October 28, November 1, November 3,
November 4, December 14 and January 5, 2023 (as so supplemented, as
further supplemented, the “Plan Supplement”). On November 3, 2022,
the Debtors filed an amended version of the Plan.
On November 4, 2022, the Bankruptcy Court entered the
Order Approving the Debtors’ Disclosure Statement and Confirming
the Joint Chapter 11 Plan of Reorganization of Altera
Infrastructure L.P. and Its Debtor Affiliates
(the “Confirmation Order”), which approved the Disclosure Statement
on a final basis and confirmed the Plan.
On January 6, 2023 (the “Effective Date”), the Debtors satisfied
the remaining conditions precedent to consummation of the Plan as
set forth in the Plan, the Plan became effective in accordance with
its terms and the Reorganized Debtors emerged from the Chapter 11
Cases without any need for further action or order of the
Bankruptcy Court.
The foregoing descriptions of the Disclosure Statement, the Plan,
the Plan Supplement and the Confirmation Order do not purport to be
complete and are qualified in their entirety by reference to the
full text of each of the Disclosure Statement, the Plan, the Plan
Supplement and the Confirmation Order. The Disclosure Statement,
the Plan, the Plan Supplement and the Confirmation Order, along
with additional information regarding the Chapter 11 Cases, other
Bankruptcy Court filings and information about the claims process
are available at https://cases.stretto.com/Altera, by calling the
Partnership’s claims agent, (855) 300-3407, toll-free at (949)
266-0151 or sending an email to
AlteraInquiries@stretto.com.
Equinor Contract
In connection with the Plan, the Debtors reached an agreement with
Equinor UK Limited for a bareboat charter (the “Equinor Contract”)
in respect of the Petrojarl Knarr FPSO vessel. The terms of the
Equinor Contract were disclosed in the Plan Supplement filed on
December 14, 2022 and approved by the Bankruptcy Court in the
Confirmation Order. The asset is set to be deployed for the
Rosebank field development project, pending final investment
decision and regulatory approvals. The Equinor Contract is firm for
nine years, with options up to a total of 25 years. The Equinor
Contract also provides liquidity for substantial capex upgrades
based on a 25-year design. As such, the Reorganized Debtors expect
that the Equinor Contract will allow the Reorganized Debtors to
utilize the Petrojarl Knarr FPSO to generate significant cash flows
and value to the business.
Amendment and Restatement of Certain Prepetition
Obligations
Pursuant to the terms of the Plan, on the Effective Date, certain
prepetition obligations of the Debtors were amended and restated as
follows (such amended and restated agreements, the “Amended and
Restated Bank Facilities”):
•The
$815,000,000 senior secured credit facility originally dated
February 24, 2014 between, among others, Knarr L.L.C. as borrower
and Crédit Agricole Corporate and Investment Bank as facility
agent;
•the
$230,000,000 senior secured credit facility originally dated
November 24, 2015 between, among others, Gina Krog Offshore Pte
Ltd. as borrower and ING Bank N.V., Singapore Branch as facility
agent;
•the
$26,500,000 senior secured credit facility originally dated August
28, 2019 between, among others, Clipper L.L.C. as borrower and DNB
Bank ASA, New York Branch as facility agent;
•the
$75,000,000 senior secured credit facility originally dated
February 25, 2021 between, among others, Petrojarl I L.L.C. as
borrower and DNB Bank ASA, New York Branch, as facility
agent;
•the
$112,500,000 senior secured credit facility originally dated
September 15, 2017 between, among others, Arendal Spirit L.L.C. as
borrower and Citibank Europe plc, UK Branch as facility
agent;
•the
$45,272,000 senior secured credit facility originally dated July
17, 2015 between, among others, ALP Keeper B.V. as borrower and
Citibank Japan Ltd. as facility agent;
•the
$48,224,000 senior secured credit facility originally dated July
17, 2015 between, among others, ALP Striker B.V. as borrower and
Citibank Japan Ltd. as facility agent;
•the
$45,384,000 senior secured credit facility originally dated July
17, 2015 between, among others, ALP Sweeper B.V. as borrower and
Citibank Japan Ltd. as facility agent;
•the
$45,904,000 senior secured credit facility originally dated July
17, 2015 between, among others, ALP Defender B.V. as borrower and
Citibank Japan Ltd. as facility agent; and
•the
$150,000,000 senior secured credit facility originally dated
February 6, 2015, between, among others, ALP Forward B.V., ALP Ace
B.V., ALP Centre B.V., ALP Guard B.V., ALP Winger B.V., and ALP
Ippon B.V. as borrowers and Credit Suisse AG as facility
agent;
Pursuant to the terms of the Plan, on the Effective Date, certain
prepetition obligations of the Debtors were cancelled as
follows:
•the
indenture governing the 8.50% Senior Notes due 2023, dated July 2,
2018, by and among the Partnership and Altera Infrastructure
Finance Corp., as co-issuers, and The Bank of New York Mellon, as
trustee;
•the
indenture governing the 11.50% Senior Secured PIK Notes due 2026,
by and among Altera Infrastructure Holdings L.L.C.
(“IntermediateCo”), as issuer, the Partnership, as parent
guarantor, and U.S. Bank National Association, as
trustee;
•that
certain credit agreement, dated January 14, 2022 (the
“IntermediateCo RCF”), among IntermediateCo, as borrower, certain
lenders from time to time party thereto, and U.S. Bank National
Association, as administrative agent; and
•that
certain superpriority senior secured debtor-in-possession credit
agreement (the “DIP Facility”), by and among IntermediateCo, as
borrower, the Partnership, as a guarantor, certain lenders party
thereto from time to time, U.S. Bank Trust Company, National
Association, as administrative agent, and U.S. Bank Trust Company,
National Association, as collateral agent.
Cancellation of Prior Equity Securities
In accordance with the Plan, on the Effective Date, all equity
securities in the prepetition Partnership outstanding prior to the
Effective Date, including the outstanding 7.25% Series A Cumulative
Redeemable Preferred Units, the 8.50% Series B Cumulative
Redeemable Preferred Units and the 8.875% Series E
Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred
Units, the Class A common units and the Class B common units, were
cancelled, released and extinguished, and are of no further force
or effect without any need for a holder of such equity securities
to take further action with respect thereto.
Issuance of New Equity Securities
On the Effective Date, in connection with the emergence from the
Chapter 11 Cases and in reliance on the exemption from registration
under the Securities Act of 1933, as amended, provided by Section
1145 of the Bankruptcy Code:
•Altera
Infrastructure GP L.L.C., the general partner of the Partnership
(the “General Partner”), issued 100% of its newly issued limited
liability company interests to an affiliate of Brookfield Business
Partners L.P. (together with its affiliates,
“Brookfield”);
•the
Partnership issued 8,665,421 common units representing limited
partner interests of the Partnership (the “Common Units”),
including an aggregate of 3,665,421 Common Units issued pursuant to
a rights offering of the Partnership pursuant to the Plan;
and
•the
Partnership issued 456,075 five-year warrants (the “Warrants”)
initially exercisable for up to an aggregate of 456,075 Common
Units at an exercise price of $120.14, subject to certain
anti-dilution adjustments, to holders of certain claims related to
prepetition facility-level credit agreements pursuant to the
Plan.
The General Partner and the limited partners receiving Common Units
pursuant to the Plan entered into that certain Eighth Amended and
Restated Agreement of Limited Partnership as of the Effective
Date.
As of the Effective Date, Brookfield holds 7,610,582 Common Units
(87.8% of the total Common Units issued and outstanding), and
unaffiliated third parties hold an aggregate of 1,054,839 Common
Units (12.2% of the total Common Units issued and
outstanding).
With Brookfield’s consent, the Reorganized Debtors will implement
and reserve for future distribution a management incentive plan,
which may replace, in whole or in part, the Debtors’ prepetition
long-term cash-based incentive plan.
The transfer agent for the Common Units is Computershare Trust
Company, N.A. The warrant agent for the Warrants is Computershare
Inc. and its affiliate Computershare Trust Company,
N.A.
The Common Units and the Warrants will be new issuances of
securities, and there is no established trading market for those
securities. An active trading market for those securities may never
develop, or if developed, may not be sustained. The Reorganized
Debtors do not intend to apply for the Common Units or Warrants to
be listed on any securities exchange or to arrange for quotation on
automated dealer quotation system. The liquidity of any market for
shares of Common Units or Warrants will depend upon, among other
things, the number of holders of shares of Common Units and
Warrants, the Reorganized Debtors’ financial performance, and the
market for similar securities, none of which can be determined or
predicted. Accordingly, there can be no assurance that an active
trading market for the Common Units or Warrants will develop, nor
can any assurance be given as to the liquidity or prices at which
such securities might be traded. In the event an active trading
market does not develop, the ability to transfer or sell Common
Units or Warrants may be substantially limited. The lack of an
active market may also impair a holder’s ability to sell Common
Units or Warrants at the time the holder wishes to sell them or at
a price the holder considers reasonable. The lack of an active
market may also reduce the market price of the Common Units or
Warrants. Accordingly, a holder may be required to bear the
financial risk of its ownership of Common Units or Warrants
indefinitely. Further, transfers of the Common Units or Warrants
held by certain holders will be subject to transfer restrictions
under applicable securities laws and the organizational documents
of one or more of the Reorganized Debtors.
Cautionary Statement Concerning Forward-Looking
Statements
This report on Form 6-K contains “forward-looking statements”
related to future events. Forward-looking statements contain words
such as “expect,” “anticipate,” “could,” “should,” “intend,”
“plan,” “believe,” “seek,” “see,” “may,” “will,” “would,” or
“target.” Forward-looking statements are based on management’s
current expectations, beliefs, assumptions and estimates and may
include, for example, statements regarding the ability of the
Reorganized Debtors to continue operating in the ordinary course
following emergence from the Chapter 11 Cases. These statements are
subject to significant risks, uncertainties, and assumptions that
are difficult to predict and could cause actual results to differ
materially and adversely from those expressed or implied in the
forward-looking statements, including risks and uncertainties
regarding, among other things: consummation of the Plan, including
the various transactions contemplated thereby; potential adverse
effects of the Chapter 11 Cases on the Reorganized Debtors’
financial position and liquidity and results of operations;
business strategy; borrowings under the Amended and Restated Bank
Facilities and other financing arrangements; sources of funds,
future capital expenditures; current and future contractual
arrangements; ongoing legal matters attributable to the Chapter 11
Cases; employee attrition and the Reorganized Debtors’ ability to
retain senior management and other key personnel due to the
distractions and uncertainties associated with the Chapter 11 Cases
and the consummation of the Plan; the Reorganized Debtors’ ability
to comply with the restrictions and covenants imposed
by
the terms and conditions of the Amended and Restated Bank
Facilities and other financing arrangements; the Reorganized
Debtors’ ability to maintain relationships with suppliers,
customers, employees and other third parties and regulatory
authorities as a result of the Chapter 11 Cases; and other
litigation and inherent risks involved in a bankruptcy process and
the post-emergence process. Forward-looking statements are also
subject to the risk factors and cautionary language described from
time to time in the reports the Partnership files with the U.S.
Securities and Exchange Commission, including those in the
Partnership’s most recent Annual Report on Form 20-F. These risks
and uncertainties may cause actual future results to be materially
different than those expressed in such forward-looking statements.
Altera has no obligation to update or revise these forward-looking
statements and does not undertake to do so.
The following exhibits are filed as part of this
Report:
Exhibit No.
Exhibit
Title or Description
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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ALTERA INFRASTRUCTURE L.P. |
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Date: January 9, 2023 |
By: |
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/s/ Mark Mitchell |
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Name: Mark Mitchell
Title: Vice President and Company Secretary, Altera Infrastructure
GP L.L.C., the general partner of Altera Infrastructure L.P.
Secretary |
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