This Issuer Tender Offer Statement on Schedule TO (this Schedule TO) relates to the offer
(the Tender Offer) by Teekay Corporation, a Marshall Islands corporation (Teekay or the Company), to purchase any and all of its issued and outstanding 5.000% Convertible Senior Notes due 2023
(the Notes) for cash, at a purchase price equal to $1,020 per $1,000 principal amount of Notes (less any applicable withholding taxes and exclusive of accrued and unpaid interest, if any), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated January 10, 2022 (the Offer to Purchase). The Company will also pay to each Holder who validly tenders Notes pursuant to the Tender Offer all accrued and unpaid interest up
to but excluding the date on which the Notes are purchased. Under no circumstances will we pay interest on the purchase price, even if there is a delay in making payment. The Companys obligation to accept for payment, and to pay for, any Notes
validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to satisfaction or waiver of all the conditions described in the Offer to Purchase.
This Schedule TO is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under
the Securities Exchange Act of 1934 (as amended, the Exchange Act).
All information in the Offer to Purchase, as amended or
supplemented from time to time, is hereby expressly incorporated by reference in answer to all items in this Schedule TO, and as more particularly set forth below.
Item 1. Summary Term Sheet
The information set
forth under Summary Term Sheet in the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information
(a) Name and address. The name of the subject company and the issuer of the securities to which this Schedule TO relates is Teekay Corporation,
a Marshall Islands corporation, and the address of its principal executive offices is 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda. The telephone number at such principal executive office is (441) 298-2530.
(b) Securities. The securities that are the subject of the Tender Offer are the Companys
outstanding 5.000% Convertible Senior Notes due 2023. As of January 9, 2022, there was $112,184,000 aggregate principal amount of Notes outstanding.
(c) Trading market and price. The Notes are not listed on any national securities exchange. There is no established trading market for trading in the
Notes. The common stock of the Company, which may be issued upon conversion of the Convertible Notes, trades on the New York Stock Exchange under the symbol TK. The information set forth in the Offer to Purchase under Section 8
(Market Information) is incorporated herein by reference.
Item 3. Identity and Background of Filing Person
(a) Name and address. The Company is the filing person. The Companys address and telephone number are set forth in Item 2(a) above. The
information set forth in the Offer to Purchase under Section 12 (Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Notes) is incorporated herein by reference.