Teekay Offshore Partners Announces Upsize and Pricing of Private Offering of Senior Notes
June 26 2018 - 4:06PM
Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership)
(NYSE:TOO) announced today the pricing at par of its previously
announced private placement (the Offering) to eligible purchasers
by the Partnership and its wholly-owned subsidiary, Teekay Offshore
Finance Corp., of 8.5% senior unsecured notes due 2023 (the Notes).
The Partnership upsized the offering amount from $500 million to
$700 million in aggregate principal amount. Brookfield TK TOLP L.P.
(the Brookfield Purchaser), the holder of approximately 59.5% of
Teekay Offshore’s outstanding common units, has agreed to purchase
$500 million principal amount of the Notes in the Offering. The
Offering is expected to close on July 2, 2018, subject to customary
closing conditions.
The Partnership expects to use the net proceeds
from the Offering to (a) fund the tender offers to purchase any and
all of its outstanding 6% Senior Notes due 2019 and any and all of
its outstanding Norwegian Kroner-denominated senior notes due 2019
(the Tender Offers), (b) repay a cross currency swap, (c) repay at
par an outstanding $200 million 10% promissory note of the
Partnership held by the Brookfield Purchaser due 2022 and make an
associated $12 million make-whole payment and (d) pay any fees and
expenses relating to the Tender Offers. To the extent that the
Tender Offers are not completed, or the net proceeds of the
Offering exceed the amount needed to fund the Tender Offers, the
Partnership may use the remaining net proceeds from the Offering
for general partnership purposes, which may include the repayment
of indebtedness.
The Notes to be offered will not be registered
under the Securities Act of 1933, as amended (the Securities Act),
or any state securities laws, and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements of the Securities Act and applicable
state securities laws. The Notes are being offered and sold only to
persons reasonably believed to be qualified institutional buyers in
the United States pursuant to Rule 144A under the Securities Act
and to certain non-U.S. persons outside the United States in
compliance with Regulation S under the Securities Act.
This news release is being issued pursuant to
Rule 135c under the Securities Act and does not constitute an offer
to sell or a solicitation of an offer to buy the securities
described herein, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
About Teekay Offshore
Teekay Offshore Partners L.P. is a leading
international midstream services provider to the offshore oil
production industry, focused on the ownership and operation of
critical infrastructure assets in offshore oil regions of the North
Sea, Brazil and the East Coast of Canada. Teekay Offshore is
structured as a publicly-traded master limited partnership with
consolidated assets of approximately $5.7 billion, comprised of 62
offshore assets, including floating production, storage and
offloading (FPSO) units, shuttle tankers, floating storage and
offtake (FSO) units, long distance towing and offshore installation
vessels, a floating accommodation unit (FAU), and conventional
tankers. The majority of Teekay Offshore's fleet is employed on
medium-term, stable contracts.
Teekay Offshore's common units and preferred
units trade on the New York Stock Exchange under the symbols "TOO",
"TOO PR A", "TOO PR B" and “TOO PR E”, respectively.
For Investor Relations enquiries
contact:
Ryan HamiltonTel: +1 (604) 609-2963Website: www.teekay.com
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