January 12, 2010
HAMILTON, BERMUDA–(Marketwire – Jan. 12, 2010) – Teekay Corporation (“Teekay”) (NYSE:TK) announced today that it has commenced a cash tender offer and consent solicitation (the “Tender Offer”) for all of Teekay’s outstanding 8.875% Senior Notes due 2011 (the “Notes”) on the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated January 12, 2010 (the “Offer to Purchase”) and related Letter of Transmittal (the “Letter of Transmittal”). As of December 31, 2009, $176.6 million aggregate principal amount of the Notes was outstanding.
The total consideration for the Tender Offer will be up to $1,078 per $1,000 principal amount of the Notes, including a tender offer premium of $60 and, for early tenders, a consent payment of $18. The total consideration will only be paid to holders that validly tender and do not validly withdraw their tenders prior to 5:00 p.m., New York City time, on January 26, 2010. The Tender Offer is scheduled to expire at 11:59 p.m. New York City time, on February 9, 2010.
The Tender Offer is subject to the satisfaction of certain conditions, including Teekay’s issuing indebtedness having an aggregate principal amount of at least $300 million in one or more debt financings on terms reasonably satisfactory to Teekay and Teekay’s receipt of valid tenders and consents from holders of a majority in aggregate principal amount of the Notes. Teekay intends to offer $300 million aggregate principal amount of senior notes in order to finance the Tender Offer.
The dealer manager for the Tender Offer is J.P. Morgan. The information agent for the Tender Offer is Global Bondholder Services.
This news release does not constitute an offer or a solicitation of an offer to sell or a solicitation of an offer to purchase the securities described herein in any state or jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This news release is merely a notification of the Tender Offer and is not an offer to purchase the Notes. The Tender Offer is made only by and pursuant to the terms of the Offer to Purchase and the Letter of Transmittal. When available, holders of the Notes may obtain the Offer to Purchase and the Letter of Transmittal from Global Bondholder Services, Attn: Corporate Actions, 65 Broadway – Suite 723, New York, New York 10006; Banks and Brokers call: (212) 430-3774; U.S. Toll free: (866) 952-2200. Questions regarding the Tender Offer may be directed to J.P. Morgan collect at (212) 834-3424.
Teekay Corporation transports more than 10 % of the world’s seaborne oil, has built a significant presence in the liquefied natural gas shipping sector through its publicly-listed subsidiary Teekay LNG Partners L.P. (NYSE:TGP), is further growing its operations in the offshore oil production, storage and transportation sector through its publicly-listed subsidiary Teekay Offshore Partners L.P. (NYSE:TOO), and continues to expand its conventional tanker business through its publicly-listed subsidiary Teekay Tankers Ltd. (NYSE:TNK). With a fleet of 158 vessels, offices in 16 countries and approximately 6,300 seagoing and shore-based employees, Teekay provides a comprehensive set of marine services to the world’s leading oil and gas companies, helping them link their upstream energy production to their downstream processing operations.
Teekay’s common stock is listed on the New York Stock Exchange where it trades under the symbol “TK”.
The statements in this news release that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different.