Teekay Corp Ltd SC TO-I/A, filed Feb 9, 2022
Teekay Corp Ltd (TK)
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
| ☐ | Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1 |
| ☒ | issuer tender offer subject to Rule 13e-4 |
| ☐ | going-private transaction subject to Rule 13e-3 |
| ☐ | amendment to Schedule 13D under Rule 13d-2 |
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:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
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 Company’s 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:
| Exhibit | ||
| (a)(5)(B) | Press release announcing Tender Offer results, dated February 9, 2022. | |
| FILING FEES | Calculation of filing fee tables. | |
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.
| TEEKAY CORPORATION | ||
| By: | /s/ Kenneth Hvid | |
| Name: Kenneth Hvid | ||
| Title: President and Chief Executive Officer | ||
Dated: February 9, 2022
EXHIBIT INDEX
| Exhibit | ||
| (a)(1)(A) | Offer to Purchase, dated January 10, 2022.* | |
| (a)(1)(B) | Summary Advertisement, dated January 10, 2022.* | |
| (a)(2) | Not Applicable. | |
| (a)(3) | Not Applicable. | |
| (a)(4) | Not Applicable. | |
| (a)(5)(A) | Press release announcing Tender Offer, dated January 10, 2022.* | |
| (a)(5)(B) | Press release announcing Tender Offer results, dated February 9, 2022. † | |
| (b) | Not Applicable. | |
| (d)(1) | 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 Company’s Report on Form 6-K, furnished on January 26, 2018, File No.1-12874 and incorporated by reference). | |
| (d)(2) | 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 Company’s Report on Form 6-K, furnished on January 26, 2018, File No.1-12874 and incorporated by reference). | |
| (d)(3) | 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 Company’s Report on Form 6-K, furnished on January 26, 2018, File No.1-12874)). | |
| (g) | Not Applicable. | |
| (h) | Not Applicable. | |
| FILING FEES | Calculation of filing fee tables. † | |
| * | Previously filed. |
| † | Filed herewith. |
Exhibit (a)(5)(B)
|
|
|
TEEKAY CORPORATION ANNOUNCES FINAL RESULTS OF CASH TENDER OFFER FOR 5.0% CONVERTIBLE SENIOR NOTES DUE 2023
HAMILTON, Bermuda, February 9, 2022 - Teekay Corporation (Teekay or the Company) today announced the final results of its previously announced cash tender offer (the Tender Offer) for any and all of its outstanding 5.0% Convertible Senior Notes due 2023 (the Notes), 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) (the Expiration Time).
Based on the final count by Computershare Trust Company, N.A., the depositary for the Tender Offer, $85.0 million aggregate principal amount of the Notes, representing approximately 75.8% of the total Notes outstanding, were validly tendered (and not validly withdrawn) pursuant to the Tender Offer for the purchase price equal to $1,020 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest.
Teekay has accepted for purchase all of the Notes that were validly tendered (and not validly withdrawn) pursuant to the Tender Offer at the Expiration Time and expects to pay approximately $87.0 million for the purchase of the Notes, including accrued and unpaid interest, on the settlement date of February 10, 2022. After settlement, approximately $27.2 million aggregate principal amount of the Notes will remain outstanding.
Morgan Stanley & Co. LLC acted as the dealer manager in connection with the Tender Offer. For all questions relating to the Tender Offer, please call the Information Agent for the Tender Offer, Georgeson LLC, toll free at 1 (866) 767-8867.
About Teekay
Teekay is a leading provider of international crude oil and other marine transportation services. Teekay provides these services directly and through its controlling ownership interest in Teekay Tankers Ltd. (NYSE:TNK), one of the world’s largest owners and operators of mid-sized crude tankers. The consolidated Teekay entities manage and operate total assets under management of approximately $2 billion, comprised of approximately 55 conventional tankers and other marine assets. With offices in 8 countries and approximately 2,500 seagoing and shore-based employees, Teekay provides a comprehensive set of marine services to the world’s leading energy companies.
Teekay’s common stock is listed on the New York Stock Exchange where it trades under the symbol “TK”.
For Investor Relations enquiries contact:
E-mail: investor.relations@teekay.com
Website: www.teekay.com
Forward Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements included in this release, other than statements of historical fact, are forward-looking statements. Statements about: the expected settlement of the purchase of the Notes in the Tender Offer, other than historical facts, constitute forward-looking statements. When used in this report, the words “expect,” “believe,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will” or similar words are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause
actual results to differ materially from such forward-looking statements. The settlement of the Notes to be purchased in the Tender Offer may not be completed on the terms described herein or otherwise due to factors set forth in the Offer to Purchase, dated January 10, 2022 relating to the Tender Offer and factors identified under “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, and in other reports filed by Teekay with the SEC. Teekay expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Teekay’s expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.