- Securities Registration (foreign private issuer) (F-3/A)
August 05 2011 - 6:06AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on
August 5, 2011
Registration Statement
No. 333-175685
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
AMENDMENT NO. 2 TO
Form F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TEEKAY OFFSHORE PARTNERS
L.P.
(Exact name of Registrant as
specified in its charter)
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Republic of The Marshall Islands
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4400
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98-051255
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(State or other jurisdiction
of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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4th Floor, Belvedere
Building,
69 Pitts Bay Road,
Hamilton HM 08,
Bermuda
Telephone:
(441) 298-2530
Fax:
(441) 292-3931
(Address, including zip code,
and telephone number, including area code, of Registrants
principal executive office)
Watson, Farley &
Williams (New York) LLP
Attention: Daniel C.
Rodgers
1133 Avenue of the
Americas
New York, New York
10036
(212) 922-2200
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copy to:
David S. Matheson
Perkins Coie LLP
1120 N.W. Couch Street, Tenth
Floor
Portland, OR
97209-4128
(503) 727-2048
Approximate date of commencement of proposed sale to the
public
: From time to time after this registration
statement becomes effective, as determined by market conditions.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box.
o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following
box.
þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act
of 1933, please check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same
offering.
o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act of 1933, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the
same
offering.
o
If this Form is a registration statement pursuant to General
Instruction I.C. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act of 1933, check the
following
box.
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If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.C. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act
of 1933, check the following
box.
o
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
Explanatory
Note
This
Amendment No. 2 to the Registration Statement on Form F-3 (File No.
333-175685) of Teekay Offshore Partners L.P. is being filed solely to
refile exhibits 5.1 and 8.2. This Amendment No. 2 does not modify any
provision of the prospectus contained in Part I of the
registration statement. Accordingly, this Amendment No. 2 does
not include a copy of the prospectus.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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ITEM 8.
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Indemnification
of Directors and Officers
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Under its partnership agreement, in most circumstances Teekay
Offshore Partners L.P. will indemnify the following persons, to
the fullest extent permitted by law, from and against all
losses, claims, damages or similar events:
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(1)
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its general partner;
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(2)
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any departing general partner;
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(3)
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any person who is or was an affiliate of the general partner or
any departing general partner;
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(4)
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any person who is or was an officer, director, member or partner
of any entity described in (1), (2) or (3) above;
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(5)
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any person who is or was serving as a director, officer, member,
partner, fiduciary or trustee of another person at the request
of the general partner or any departing general partner; or
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(6)
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any person designated by the general partner.
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Any indemnification under these provisions will only be out of
the assets of Teekay Offshore Partners L.P. Unless it otherwise
agrees, Teekay Offshore Partners L.P.s general partner
will not be liable for, or have any obligation to contribute or
lend funds or assets to Teekay Offshore Partners L.P. to enable
it to effectuate, indemnification. Teekay Offshore Partners L.P.
may purchase insurance against liabilities asserted against and
expenses incurred by persons for its activities, regardless of
whether Teekay Offshore Partners L.P. would have the power to
indemnify the person against liabilities under the partnership
agreement.
Teekay Offshore Partners L.P. is authorized to purchase (or to
reimburse its general partners for the costs of) insurance
against liabilities asserted against and expenses incurred by
its general partner, its affiliates and such other persons as
the general partner may determine and described in the paragraph
above, whether or not it would have the power to indemnify such
person against such liabilities under the provisions described
in the paragraphs above. The general partner has purchased
insurance covering its officers and directors against
liabilities asserted and expenses incurred in connection with
their activities as officers and directors of the general
partner or any of its direct or indirect subsidiaries.
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ITEM 9.
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Exhibits
and Financial Statement Schedules
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Exhibit
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Number
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Description
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4
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.1
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First Amended and Restated Agreement of Limited Partnership of
Teekay Offshore Partners L.P. (incorporated by reference to
Exhibit 4.1 to the Registration Statement of Teekay
Offshore Partners L.P. on
Form 8-A/A
filed on May 13, 2011, File
No. 333-139116)
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5
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.1
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Opinion of Watson, Farley & Williams (New York) LLP,
relating to the legality of the securities being registered
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8
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.1
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Opinion of Perkins Coie LLP, relating to tax matters (previously
filed)
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8
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.2
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Opinion of Watson, Farley & Williams (New York) LLP,
relating to tax matters
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23
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.1
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Consent of Ernst & Young LLP (previously filed)
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23
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.2
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Consent of Watson, Farley & Williams (New York) LLP
(contained in Exhibit 5.1)
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23
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.3
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Consent of Perkins Coie LLP (contained in Exhibit 8.1)
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II-1
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(b)
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Financial
Statement Schedules.
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All supplemental schedules are omitted because of the absence of
conditions under which they are required or because the
information is shown in the financial statements or notes
thereto.
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(c)
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Reports,
Opinions, and Appraisals
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The following reports, opinions, and appraisals are included
herein:
None
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The Registrant hereby undertakes:
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1.
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To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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a.
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To include any prospectus required by section 10(a)(3) of
the U.S. Securities Act of 1933;
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b.
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To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20 % change in the maximum aggregate offering price
set forth in the Calculation of Registration Fee
table in the effective registration statement;
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c.
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To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
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provided, however, that
paragraphs 1(a), 1(b) and
1(c) of this section do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission
by the Registrant pursuant to section 13 or 15(d) of the
U.S. Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is
part of the registration statement.
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2.
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That, for the purpose of determining any liability under the
U.S. Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
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3.
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To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
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4.
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To file a post-effective amendment to the registration statement
to include any financial statements required by Item 8.A.
of
Form 20-F
at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise
required by section 10(a)(3) of the U.S. Securities Act of
1933 need not be furnished,
provided
that the registrant
includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this
paragraph 4 and other information necessary to ensure that
all other information in the prospectus is at least as current
as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on
Form F-3,
a post-effective amendment need not be filed to include
financial statements and information required by
section 10(a)(3) of the U.S. Securities Act of 1933 or
§ 210.3-19 of this chapter if such financial statements and
information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the U.S. Securities
Exchange Act of 1934 that are incorporated by reference in the
Form F-3.
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5.
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That, for the purpose of determining liability under the U.S.
Securities Act of 1933 to any purchaser:
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a.
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Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
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II-2
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b.
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Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
Section 10(a) of the U.S. Securities Act of 1933 shall be
deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Provided,
however,
that no statement made in a registration statement
or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
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6.
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That, for the purpose of determining liability of the registrant
under the U.S. Securities Act of 1933 to any purchaser in the
initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
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a.
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Any preliminary prospectus or prospectus of the Registrant
relating to the offering required to be filed pursuant to
Rule 424;
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b.
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Any free writing prospectus relating to the offering prepared by
or on behalf of the Registrant or used or referred to by the
Registrant;
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c.
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The portion of any other free writing prospectus relating to the
offering containing material information about the Registrant or
its securities provided by or on behalf of the Registrant; and
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d.
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Any other communication that is an offer in the offering made by
the Registrant to the purchaser.
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The Registrant hereby undertakes that, for purposes of
determining any liability under the U.S. Securities Act of 1933,
each filing of the Registrants annual report pursuant to
section 13(a) or section 15(d) of the U.S. Securities
Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
U.S. Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the U.S. Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the U.S. Securities Act of
1933 and will be governed by the final adjudication of such
issue.
II-3
SIGNATURES
Pursuant to the requirements of the U.S. Securities Act of 1933,
as amended, the undersigned registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on
Form F-3
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Southport, State of Connecticut, United States of
America on August 5, 2011.
TEEKAY OFFSHORE PARTNERS L.P.
Teekay Offshore GP L.L.C., its General Partner
Name: Peter Evensen
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Title:
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Chief Executive Officer and
Chief Financial Officer
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II-4
Pursuant to the requirements of the U.S. Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities indicated on August 5, 2011.
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Signature
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Title
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/s/ Peter
Evensen
Peter
Evensen
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Chief Executive Officer and Chief Financial Officer
(Principal Executive, Financial and Accounting Officer),
Director of Teekay Offshore GP L.L.C. and Authorized
Representative in the United States
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*
C.
Sean Day
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Chairman and Director of Teekay Offshore GP L.L.C.
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*
Kenneth
Hvid
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Director of Teekay Offshore GP L.L.C.
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*
David
L. Lemmon
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Director of Teekay Offshore GP L.L.C.
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*
Carl
Mikael L.L. von Mentzer
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Director of Teekay Offshore GP L.L.C.
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*
John
J. Peacock
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Director of Teekay Offshore GP L.L.C.
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*By:
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/s/ Peter
Evensen
Peter
Evensen
Attorney-in-Fact
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II-5
INDEX TO
EXHIBITS
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Exhibit
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Number
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Description
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4
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.1
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First Amended and Restated Agreement of Limited Partnership of
Teekay Offshore Partners L.P. (incorporated by reference to
Exhibit 4.1 to the Registration Statement of Teekay
Offshore Partners L.P. on
Form 8-A/A
filed on May 13, 2011, File
No. 333-139116)
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5
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.1
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Opinion of Watson, Farley & Williams (New York) LLP,
relating to the legality of the securities being registered
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8
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.1
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Opinion of Perkins Coie LLP, relating to tax matters
(previously filed)
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8
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.2
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Opinion of Watson, Farley & Williams (New York) LLP,
relating to tax matters
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23
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.1
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Consent of Ernst & Young LLP (previously filed)
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23
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.2
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Consent of Watson, Farley & Williams (New York) LLP
(contained in Exhibit 5.1)
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23
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.3
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Consent of Perkins Coie LLP (contained in Exhibit 8.1)
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II-6
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