Teekay Corporation (Teekay or the Company) today announced that it
has commenced a cash tender offer (the Tender Offer) to purchase
any and all of its outstanding 5.0% Convertible Senior Notes due
2023 (the Notes). The Tender Offer will expire at 12:00 midnight,
New York City time, on February 9, 2022 (one minute after 11:59
p.m., New York City time, on February 8, 2022), or any other date
and time to which the Company extends the Tender Offer (such date
and time, as it may be extended, the Expiration Time). The Tender
Offer is made pursuant to an Offer to Purchase dated today, which
sets forth the terms and conditions of the Tender Offer.
Title of Security |
CUSIP No. |
Outstanding PrincipalAmount |
Aggregate Principal AmountSought |
|
|
|
|
5.0% Convertible Senior Notes due 2023 |
87900YAE3 |
$112,184,000 |
$112,184,000 |
|
|
|
|
The consideration to be paid for each $1,000
principal amount of Notes that are validly tendered and not validly
withdrawn on or prior to the Expiration Time is $1,020, plus
accrued and unpaid interest on the Notes, if any, from the last
interest payment date up to, but not including, the Settlement Date
(as defined herein).
The Tender Offer is part of a broader corporate
strategy of the Company to strengthen its balance sheet, reduce its
cost of capital, increase its financial flexibility in considering
future strategic investment opportunities in the shipping sector
and facilitate its participation in the global energy transition.
The Company will purchase any and all Notes that have been validly
tendered at or prior to the Expiration Time and accepted for
purchase, subject to all conditions to the Tender Offer having been
either satisfied or waived by the Company, promptly following the
Expiration Time (the date of such acceptance and purchase, the
Settlement Date). The Settlement Date is expected to occur within
two business days following the Expiration Time, assuming the
conditions to the Tender Offer have been either satisfied or waived
by the Company at or prior to the Expiration Time. The Company
expects to fund purchases of Notes tendered in the Tender Offer
with available cash and proceeds from the acquisition by merger of
Teekay LNG Partners, L.P., a subsidiary of the Company, by an
affiliate of Stonepeak, which transaction is expected to close on
or about January 13, 2022 (the Teekay LNG Merger). The closing of
the Teekay LNG Merger is a condition to the closing of the Tender
Offer.
As described in the Offer to Purchase, tendered
Notes may be validly withdrawn from the Tender Offer at or prior to
the Expiration Time. The Tender Offer is not conditioned on any
minimum principal amount of Notes being tendered. The Company may
amend, extend or, subject to certain conditions and applicable law,
terminate the Tender Offer at any time in its sole discretion.
The Tender Offer is being made pursuant to the
terms and conditions contained in the Offer to Purchase. Holders
will be able to obtain a free copy of the tender offer statement on
Schedule TO, the Offer to Purchase, and other related materials
that the Company will be filing with the U.S. Securities and
Exchange Commission (SEC) at the SEC’s website at www.sec.gov. In
addition, free copies of these documents may be obtained by
contacting Georgeson LLC, the information agent (the Information
Agent) for the Tender Offer, toll free at 1 (866) 767-8867. For all
questions relating to the Tender Offer, please call the Information
Agent at the line set forth above; banks and brokers may also call
the dealer manager for the Tender Offer, Morgan Stanley & Co.
LLC, toll free at 1 (855) 483-0952.
Important Information Regarding the
Tender Offer
This announcement is for informational purposes
only and is not an offer to purchase or sell or a solicitation of
an offer to purchase or sell, with respect to any securities. The
solicitation of offers to buy the Notes is only being made pursuant
to the terms of the Offer to Purchase, as it may be amended or
supplemented.
This press release does not set forth all of the
terms and conditions of the Tender Offer. Before making any
decision with respect to the Tender Offer, Holders should read the
Company’s commencement Tender Offer statement on Schedule TO filed
with the SEC in connection with the Tender Offer, which will
include as an exhibit the Offer to Purchase and related materials,
as well as any amendments or supplements to the Schedule TO when
they become available, because they will contain important
information. Each of these documents will be filed with the SEC,
and, when available, holders may obtain them for free from the SEC
at its website (www.sec.gov) or from the Company’s Information
Agent in connection with the Tender Offer. The Tender Offer is not
being made in any state or jurisdiction in which such offer would
be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. None of the
Company, its management, its board of directors, its officers, the
dealer manager, the depositary, the information agent or the
trustee with respect to the Notes, or any of their respective
affiliates, makes any recommendation that holders tender or refrain
from tendering all or any portion of the principal amount of their
Notes, and no one has been authorized by any of them to make such a
recommendation. Holders must make their own decision as to whether
to tender their Notes and, if so, the principal amount of Notes to
tender.
About Teekay
Teekay is a leading provider of international
crude oil and gas marine transportation services. Teekay provides
these services primarily through its directly-owned fleet and its
controlling ownership interests in Teekay LNG Partners L.P.
(NYSE:TGP), one of the world’s largest independent owners and
operators of LNG carriers, and Teekay Tankers Ltd. (NYSE:TNK), one
of the world’s largest owners and operators of mid-sized crude
tankers. The consolidated Teekay entities manage and operate total
assets under management of approximately $9 billion, comprised of
over 130 liquefied gas, offshore, and conventional tanker assets.
With offices in 10 countries and approximately 5,350 seagoing and
shore-based employees, Teekay provides a comprehensive set of
marine services to the world’s leading oil and gas companies. As
described in the Offer to Purchase, Teekay LNG is being acquired by
Stonepeak in the Teekay LNG Merger, which is expected to close on
or about January 13, 2022.
Teekay’s common stock is listed on the New York Stock Exchange
where it trades under the symbol “TK”.
For Investor Relations enquiries contact: Ryan
Hamilton Tel: +1 (604) 609-2963Website: www.teekay.com
Forward Looking Statements
This release contains forward-looking statements
within the meaning of Section 27A of the U.S. Securities Act of
1933, as amended, and Section 21E of the U.S. Securities Exchange
Act of 1934, as amended. All statements included in this report,
other than statements of historical fact, are forward-looking
statements. Statements about: the expected timing, completion and
effects of the Tender Offer and the proposed Teekay LNG Merger and
related transactions; the Company’s corporate strategy; and all
other statements in this report, other than historical facts,
constitute forward-looking statements. When used in this report,
the words “expect,” “believe,” “anticipate,” “plan,” “intend,”
“estimate,” “may,” “will” or similar words are intended to identify
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements and any such
forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. All
forward-looking statements speak only as of the date hereof and are
based on current expectations and involve a number of assumptions,
risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. The Tender Offer
may not be completed on the terms described herein or otherwise due
to factors set forth in the Offer to Purchase; the proposed Teekay
LNG Merger and related transactions may not be completed due to
number of factors, including, among others: (1) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the merger agreement or any other document
relating to the transaction (the Transaction Documents), (2)
the failure to satisfy any closing conditions in the merger
agreement or any other Transaction Documents, (3) Teekay LNG
Partners L.P. may be adversely affected by other economic, business
or competitive factors, including, among others, those related to
the COVID-19 pandemic, and (4) other risks to consummation of the
proposed merger, including the risk that it will not be consummated
within the expected time period or at all, which may adversely
affect the business of the Company or Teekay LNG Partners L.P.
Teekay expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in Teekay’s expectations
with respect thereto or any change in events, conditions or
circumstances on which any such statement is based.
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