Amended Tender Offer Statement by Issuer (sc To-i/a)
February 09 2022 - 8:41AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1 to
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Teekay
Corporation
(Name of Subject Company (Issuer))
Teekay Corporation
(Names of Filing Persons (Issuer and Offeror))
5.000% Convertible Senior Notes due 2023
(Title of Class of Securities)
87900YAE3
(CUSIP Number
of Class of Securities)
N. Angelique Burgess
Teekay Corporation
4th
Floor, Belvedere Building
69 Pitts Bay Road
Hamilton, HM 08, Bermuda
(441) 298-2530
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person)
Copies to:
David
S. Matheson
Perkins Coie LLP
1120 N.W. Couch Street, Tenth Floor
Portland, OR 97209-4128
(503) 727-2008
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Check box if the filing relates solely to preliminary communications made before the commencement of a tender
offer.
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Check the appropriate boxes to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1
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issuer tender offer subject to Rule 13e-4
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going-private transaction subject to Rule 13e-3
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amendment to Schedule 13D under Rule 13d-2
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Check the following box if the filing is a final amendment reporting the results of the tender offer. ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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INTRODUCTORY STATEMENT
This Amendment No. 1 (the Amendment) amends and supplements the Tender Offer Statement on Schedule TO (the Schedule
TO) originally filed on January 10, 2022 with the United States Securities and Exchange Commission by Teekay Corporation, a Marshall Islands corporation (the Company). The Schedule TO relates to the Companys
offer to purchase any and all of the outstanding 5.000% Convertible Senior Notes due 2023 of the Company (the Notes), for cash in an amount equal to $1,020 per $1,000 principal amount of Notes (the Purchase
Price) (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, a copy of which was
previously filed as Exhibit (a)(1)(A) to the Schedule TO (the Tender Offer).
This Amendment is being filed solely to report the final
results of the Tender Offer and is intended to satisfy the requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended. Only those items amended or supplemented are reported in this
Amendment. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO. You should read this Amendment together with the Schedule TO and the Offer to Purchase dated
January 10, 2022.
Item 11. Additional Information
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following to the end thereof:
On February 9, 2022, the Company issued a press release announcing the final results of the Tender Offer, which expired 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). A copy of such press release is filed as Exhibit (a)(5)(B) to this Schedule TO and is incorporated herein by reference.
Item 12. Exhibits
Item 12 of the Schedule TO is
hereby amended and supplemented to add the following exhibits to the exhibit index:
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Exhibit
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(a)(5)(B)
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Press release announcing Tender Offer results, dated February 9, 2022.
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FILING FEES
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Calculation of filing fee tables.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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TEEKAY CORPORATION
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By:
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/s/ Kenneth Hvid
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Name: Kenneth Hvid
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Title: President and Chief Executive Officer
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Dated: February 9, 2022
EXHIBIT INDEX
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Exhibit
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(a)(1)(A)
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Offer to Purchase, dated January 10, 2022.*
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(a)(1)(B)
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Summary Advertisement, dated January 10, 2022.*
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(a)(2)
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Not Applicable.
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(a)(3)
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Not Applicable.
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(a)(4)
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Not Applicable.
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(a)(5)(A)
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Press release announcing Tender Offer, dated January 10, 2022.*
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(a)(5)(B)
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Press release announcing Tender Offer results, dated February 9, 2022.
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(b)
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Not Applicable.
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(d)(1)
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Indenture dated as of January 26, 2018, between Teekay Corporation and The Bank of New York Mellon, as Trustee relating to the 5.000% Convertible Senior Notes due 2023 (filed as Exhibit 4.1 to the Companys Report on Form 6-K, furnished on January 26, 2018, File No.1-12874 and incorporated by reference).
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(d)(2)
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Purchase Agreement, dated January 24, 2018, by and among Teekay Corporation, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC (filed as Exhibit 10.1 to the Companys Report on Form 6-K, furnished on January 26, 2018, File No.1-12874 and incorporated by reference).
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(d)(3)
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Form of 5.000% Convertible Senior Notes due 2023 (incorporated by reference to the form of note attached as Exhibit A to the Indenture dated as of January 26, 2018, between Teekay Corporation and The Bank of New York Mellon, as
Trustee (incorporated by reference to Exhibit 4.1 to the Companys Report on Form 6-K, furnished on January 26, 2018, File No.1-12874)).
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(g)
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Not Applicable.
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(h)
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Not Applicable.
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FILING FEES
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Calculation of filing fee tables.
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