Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership)
announced that, effective January 22, 2020, Brookfield Business
Partners L.P., together with certain of its affiliates and
institutional partners (collectively, the Brookfield Consortium),
has completed its acquisition by merger (the Merger) of all of the
outstanding publicly held and listed common units representing
limited partner interests of the Partnership (common units) held by
parties other than the Brookfield Consortium (unaffiliated
unitholders) pursuant to the agreement and plan of merger (the
Merger Agreement) among the Partnership, Teekay Offshore GP L.L.C.
(TOO GP), the general partner of the Partnership, and certain
members of the Brookfield Consortium.
The Partnership also announced today certain
changes to the Board of Directors and that following the closing of
the Merger and the completion of the Partnership’s separation from
Teekay Corporation, the Partnership plans to change its name to
Altera Infrastructure L.P. and to rebrand its consolidated group of
companies under the new umbrella of Altera Infrastructure.
Completion of Acquisition by
Merger
Under the terms of the Merger Agreement, common
units held by unaffiliated unitholders were converted into the
right to receive $1.55 in cash per common unit (the cash
consideration), other than common units held by unaffiliated
unitholders who elected to receive the equity consideration (as
defined below). As an alternative to receiving the cash
consideration, each unaffiliated unitholder had the option to elect
to forego the cash consideration and instead receive one newly
designated unlisted Class A Common Unit of the Partnership per
common unit (the equity consideration). The Class A Common Units
are economically equivalent to the common units held by the
Brookfield Consortium following the Merger, but have limited voting
rights and limited transferability.
As a result of the Merger, the Brookfield
Consortium owns 100% of the Class B Common Units, representing
approximately 98.7% of the outstanding common units of the
Partnership. 100% of the Class A Common Units, representing
approximately 1.3% of the outstanding common units of the
Partnership as of the closing of the Merger, are held by the
unaffiliated unitholders who elected to receive the equity
consideration in respect of their common units.
Pursuant to the terms of the Merger Agreement,
the Partnership’s outstanding preferred units were unchanged and
remain outstanding following the Merger.
Unaffiliated unitholders of record as of
immediately prior to the effective time of the Merger who are
entitled to the cash consideration will receive from the exchange
agent, for each common unit held by them, the cash consideration,
without interest and net of any applicable withholding taxes, in
exchange for the cancellation of such common units. Unaffiliated
unitholders who hold their common units in “street name” through
their broker, bank or other nominee will not be required to take
any action to receive the cash consideration for their common
units, as the exchange agent will arrange for the remittance of the
cash consideration with The Depository Trust Company for
distribution to the applicable broker, bank or nominee on behalf of
such beneficial owners. Any questions concerning the receipt of the
cash consideration from unaffiliated unitholders who hold common
units in “street name” should be directed by such holders to their
applicable broker, bank or nominee.
Unaffiliated unitholders of record as of
immediately prior to the effective time of the Merger who are
entitled to the equity consideration will receive from the exchange
agent, upon receipt of any documents required by the instructions
to Election Form and Letter of Transmittal delivered to such
unaffiliated unitholder in connection with the Merger, the equity
consideration, in exchange for the cancellation of such common
units.
The Partnership also announced today that it
requested that trading of its common units on the New York Stock
Exchange (the NYSE) be suspended before the beginning of trading on
January 23, 2020. The Partnership requested that the NYSE file a
Form 25 with the United States Securities and Exchange Commission
(the SEC) notifying the SEC of the delisting of its common units on
the NYSE and the deregistration of the common units. The
deregistration will become effective 90 days after the filing of
the Form 25 or such shorter period as may be determined by the SEC.
The Company intends to suspend its reporting obligations with
respect to the common units under the United States Securities
Exchange Act of 1934, as amended, by filing a Form 15 with the SEC
in approximately 10 days. Reporting obligations in respect of the
outstanding preferred units remain unchanged.
Changes to Board of
Directors
The Partnership also announced today the
following changes to the Board of Directors of TOO GP:
- David L. Lemmon, Director and member of the Audit, Compensation
and Conflicts Committees, will retire from his positions effective
January 23, 2020, after 14 years with the TOO GP’s Board.
- Mr. Lemmon is being replaced on the Audit Committee by Bill
Utt, who is currently Chairman of the Board and Chairman of the
Governance Committee.
- Kenneth Hvid, Director and CEO of Teekay Corporation, will,
after nine years with the TOO GP’s Board, retire from his position
as Director, effective June 17, 2020.
Bill Utt, Chairman of the Board of Directors of
TOO GP, commented “On behalf of the entire Teekay Offshore Board, I
wish to recognize David for his service as a Teekay Offshore
Director since our initial public offering 14 years ago and thank
him for the significant contributions he has made to the
Partnership during his tenure. Whilst Kenneth will not leave the
Board immediately, I also wish to thank him at this time for his
input to Teekay Offshore and in particular for his support in the
important transition from Teekay Corporation to Brookfield
ownership.”
Plan to Rebrand as Altera
Infrastructure
Following the closing of the Merger, the
Partnership also announced that it intends to change its name to
Altera Infrastructure L.P. and to rebrand the consolidated group of
companies under the new umbrella of Altera Infrastructure. The
intention is to start going live with this branding transition from
March 24, 2020 and additional details on the effective date of the
Partnership’s change of name will be communicated in due
course.
Ingvild Sæther, Group CEO, commented “This
combination of corporate actions marks a new, exciting chapter for
the Partnership. We are establishing a global energy infrastructure
services company that will create long term value for its
stakeholders. Upholding our uncompromised commitment to operational
excellence and safety, we will be relentless in our pursuit of
opportunities that lead to strong results and lower emissions. The
innovation of the E-shuttle tankers is evidence of the
Partnership’s ability and willingness to take a leading role as the
industry is moving towards a more sustainable future.”
Forward Looking Statements
This press release includes statements that may
constitute forward-looking statements made pursuant to the safe
harbor provision of the Private Securities Litigation Reform Act of
1995. Although the Partnership believes that the expectations
reflected in such forward-looking statements are based on
reasonable assumptions, such statements are subject to risks and
uncertainties that could cause actual results to differ materially
from those projected. Important factors that could cause actual
results to differ materially from the Partnership’s expectations
and may adversely affect the Partnership’s business and results of
operations are disclosed in Item 3 of the Partnership’s Annual
Report on Form 20-F for the year ended December 31, 2018, filed
with the SEC on February 28, 2019, as updated and supplemented by
subsequent filings with the SEC. The forward-looking statements
speak only as of the date made, and, other than as may be required
by law, the Partnership undertakes no obligation to update or
revise any forward looking statements, whether as a result of new
information, future events or otherwise.
About Teekay Offshore Partners
L.P.
Teekay Offshore Partners L.P. is a leading
international midstream services provider to the offshore oil
production industry, primarily 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 has consolidated assets of approximately $5.2 billion,
comprised of 56 offshore assets, including floating production,
storage and offloading units, shuttle tankers (including six new
buildings), floating storage and offtake units, long-distance
towing and offshore installation vessels, and a unit for
maintenance and safety. The majority of Teekay Offshore’s fleet is
employed on medium-term, stable contracts.
Teekay Offshore’s preferred units continue to
trade on the New York Stock Exchange under the symbols “TOO PR A”,
“TOO PR B” and “TOO PR E”, respectively.
For Investor Relations enquires
contact:
Jan Rune Steinsland, Chief Financial OfficerTel:
+47 97052533Website: www.teekayoffshore.com
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