July 3, 2018
HAMILTON, Bermuda, July 03, 2018 (GLOBE NEWSWIRE) — Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO) announced today, with its wholly-owned subsidiary, Teekay Finance Corp. (Finance Corp. and, together with the Partnership, the Issuers), the early tender results of their previously announced cash tender offer and related consent solicitation (the Offer) to purchase any and all of their outstanding $300 million in aggregate principal amount of 6.00% Senior Notes due 2019 (the Notes).
The aggregate principal amount of Notes validly tendered and not validly withdrawn (the Tendered Notes) as of 5:00 p.m., New York City time, on July 2, 2018 (the Early Tender and Consent Date) are specified in the table below.
|Title of Notes||Aggregate Principal|
per $1,000 Principal
|6.00% Senior Notes due 2019||$300,000,000||$222,029,000||$1,025.00||74.01%|
(1) Inclusive of an early tender premium of $30 per $1,000 principal amount of Notes validly tendered and accepted
(2) Excluding accrued and unpaid interest
On July 3, 2018, the Issuers accepted the Tendered Notes from the tendering holders in exchange for an aggregate payment of approximately $229,911,030, which represents the total consideration payable under the Offer plus accrued and unpaid interest (the Tender Offer Payment). The Issuers funded the Tender Offer Payment with the net proceeds from their concurrent offering of 8.5% Senior Notes due 2023, which closed on July 2, 2018. The Offer will expire at 11:59 p.m., New York City time, on July 10, 2018, unless extended or earlier terminated by the Issuers. The Early Tender and Consent Date has now passed and withdrawal rights under the Offer have expired. Accordingly, the Tendered Notes may not be withdrawn nor may consents be revoked, except as required by applicable law.
As previously announced, in connection with the Offer, the Issuers sought consents from holders to amend the indenture governing the Notes to eliminate substantially all of the restrictive covenants and certain events of default and related provisions (the Proposed Amendments). Adoption of the Proposed Amendments required the consent of a majority in aggregate principal amount of the outstanding Notes (the Requisite Consents). As of the Early Tender and Consent Date, the Issuers had received the Requisite Consents and, following receipt of the Requisite Consents, the Issuers and the trustee entered into a second supplemental indenture effecting the Proposed Amendments on July 3, 2018, which became effective and operative immediately.
The Offer is being made pursuant to the terms and conditions contained in the Offer to Purchase and Consent Solicitation Statement, dated as of June 12, 2018 and the related letter of transmittal, copies of which may be requested from the Depositary and Information Agent for the Offer, Global Bondholder Services Corporation, by telephone at (866) 470-3900 or (212) 430-3774 (for eligible institutions only).
Persons with questions regarding the Offer should contact the Dealer Manager and Solicitation Agent for the Offer, Citigroup Global Markets Inc., at 388 Greenwich Street, 7th Floor, New York, New York 10013, Attn: Liability Management Group, (800) 558-3745 (U.S. Toll-Free) or (212) 723-6106 (Collect).
This news release 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 (MLP) 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.
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