NEW YORK, June 19, 2019 /PRNewswire/ -- JDP has
released a presentation on its website titled "The Numbers Don't
Lie: Interpreting the Brookfield Offer for Teekay Offshore."
JDP Managing Partner Jeremy Deal commented: "Our presentation
makes a compelling case that even a conservative valuation of
Teekay Offshore would put the value well above $4 per share based on contracted cash flows with
oil majors, a strong balance sheet, and a sector in the early
stages of a major rebound."
Based on Teekay Offshore's Conflicts Committee Charter, JDP does
not believe the Committee is structurally incentivized to protect
minority investors from Brookfield Business Partner's (NYSE: BBU)
tender offer of $1.05 per unit for
the remaining 27% of the company.
Due to the abusive and self-dealing nature of the offer, we are
asking that The Committee elect a Minority Unit Holder
Representative to provide input and review to the fairness opinion
process in order to ensure independence of the outcome.
JDP asks: "Who on the Conflicts Committee remains aligned with
minority TOO investors?"
The members of the Conflicts Committee, Ian Craig (since 2006) and David Lemmon (since June
2017) are both legacy Teekay Offshore LLC GP directors hired
by prior TOO owner Teekay Corporation, and were responsible for
approving the distressed sale of Teekay Corp's remaining 14% sake
in TOO to Brookfield in
April 2019 which included warrants
and a $25 million loan.
BBU's offer contradicts the positive statements and
presentations that TOO's CEO Ingvild
Sæther and CFO Jan Rune
Steinsland have delivered each quarter both publicly and in
private meetings with JDP since the merger.
Just 20 months ago BBU enthusiastically pitched they had created
one of the world's strongest offshore infrastructure
companies1 with a capital injection of
$2.50 per unit that right-sized TOO's
balance sheet.
Since then, TOO has received more than $1.2 billion in new investment plus low-cost
loans guaranteed by the Canadian and Norwegian export credit
agencies that enabled delivery of more than $1.5 billion in newbuild assets—set to generate
an additional $200 million per year
in cash flow.
Now, mysteriously, BBU wants the market to believe that TOO is
worth less than half of what they paid to fix the company in
2017.
In closing Jeremy Deal said:
"Self-funded fairness opinions like the one the board is pursuing
is like paying a doctor to tell you it is healthy to smoke
cigarettes.
"Furthermore, if Brookfield can get away with this transaction,
what is stopping Brookfield from
also oppressing minority investors of their other controlled
entities – including: Terraform Power, Graftech Holdings, North
American Palladium, TransAlta Corporation, Norbord, CWC Energy
Services, Vodafone NZ, etc."
Bruce Flatt, Chairman of
Brookfield Asset Management and Cyrus
Madon, CEO of Brookfield Business Partners still have an
opportunity to offer a fair deal to minority investors that trusted
Brookfield as a controlling
shareholder.
Responses and inquiries:
info@jdpcap.com
(347) 640-0318
1 Presentation: Strategic Partnership With
Brookfield, July 27, 2017, Page 3
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SOURCE JDP Capital Management