Report of Foreign Issuer (6-k)
June 30 2016 - 6:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date of report: June 30, 2016
Commission file number 1-33198
TEEKAY
CORPORATION
(Exact name of Registrant as specified in its charter)
4th Floor
Belvedere
Building
69 Pitts Bay Road
Hamilton, HM08 Bermuda
(Address of principal executive office)
Indicate by
check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F
x
Form 40- F
¨
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).
Yes
¨
No
x
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).
Yes
¨
No
x
Item 1- Information Contained in this Form 6-K Report
Private Placement of Common Stock
On June 29, 2016, Teekay Corporation (the
Company
) closed the sale of 12,019,231 shares of common stock
of the Company (the
Shares
) pursuant to the Share Purchase Agreement (the
Purchase Agreement
) dated May 18, 2016, at a price of $8.32 per share to institutional investors and two entities established by the
Companys founder, including Resolute Investments, Inc., the Companys largest shareholder (collectively, the
Purchasers
), in a private placement. The Company intends to use the net proceeds from the private placement
for general corporate purposes, which may include repayment of debt.
Concurrently with the closing of the private
placement, the Company entered into a Registration Rights Agreement dated June 29, 2016 (the
Registration Rights Agreement
) with the Purchasers relating to the registered resale of the Shares. Pursuant to the Registration
Rights Agreement, the Company will (a) prepare and file a registration statement under the Securities Act (the
Registration Statement
) with respect to the Shares within 30 days following the closing date and (b) use its
commercially reasonable efforts to cause the Registration Statement to become effective on or as soon as practicable after the closing date. If the Registration Statement is not declared effective within 90 days after the closing date, the Company
will be required to pay liquidated damages as set forth in the Registration Rights Agreement.
The Purchasers also have
customary piggyback registration rights relating to certain other registrations by the Company as described in the Registration Rights Agreement. The Company will be responsible for the registration expenses incurred in connection with
the registration statement. The Purchasers will be responsible for all underwriting discounts and selling commissions.
The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and
are qualified in their entirety by reference to the full text of the Purchase Agreement and Registration Rights Agreement, copies of which are filed as Exhibits 10.1 and 4.1, respectively, and are incorporated by reference herein.
-2-
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE
COMPANY:
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REGISTRATION STATEMENT ON FORM F-3 (NO. 333-97746) FILED WITH THE SEC ON OCTOBER 4, 1995
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REGISTRATION STATEMENT ON FORM S-8 (NO. 333-42434) FILED WITH THE SEC ON JULY 28, 2000
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REGISTRATION STATEMENT ON FORM S-8 (NO. 333-119564) FILED WITH THE SEC ON OCTOBER 6, 2004
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REGISTRATION STATEMENT ON FORM S-8 (NO. 333-147683) FILED WITH THE SEC ON NOVEMBER 28, 2007
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REGISTRATION STATEMENT ON FORM S-8 (NO. 333-187142) FILED WITH THE SEC ON MARCH 8, 2013
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REGISTRATION STATEMENT ON FORM S-8 (NO. 333-166523) FILED WITH THE SEC ON MAY 5, 2010
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REGISTRATION STATEMENT ON FORM F-3ASR (NO. 333-192753) FILED WITH THE SEC ON DECEMBER 10, 2013
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REGISTRATION STATEMENT ON FORM F-4 (NO. 333-211069) FILED WITH THE SEC ON MAY 2, 2016
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Exhibits.
The following exhibits are filed as part of this Report:
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Exhibit
Number
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Description
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4.1
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Registration Rights Agreement, dated June 29, 2016, by and among Teekay Corporation and the investors named therein.
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10.1
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Share Purchase Agreement, dated May 18, 2016, by and among Teekay Corporation and the purchasers named therein.
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-3-
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, thereunto duly authorized.
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TEEKAY CORPORATION
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Date: June 30, 2016
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By:
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/s/ Vincent Lok
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Vincent Lok
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Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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