May 8, 2019
HAMILTON, Bermuda, May 07, 2019 (GLOBE NEWSWIRE) — Teekay Corporation (Teekay or the Company) (NYSE:TK) announced today the results to date of its previously announced cash tender offer (the Offer) to purchase any and all of its outstanding 8.5% Senior Notes due 2020 (the Notes), upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated as of April 24, 2019 (the Offer to Purchase) and the related Letter of Transmittal and Consent.
According to information received from Ipreo LLC, the depositary and information agent for the Offer, as of 5:00 p.m., New York City time, on May 7, 2019 (the Early Tender and Consent Date), Teekay had received valid tenders from holders of the Notes that were not validly withdrawn as set forth in the table below.
|Title of Notes||CUSIP
to Tender Offer
to be Accepted for
Purchase on Early
|8.5% Senior Notes due 2020||87900YAA1||$ 497,657,000||$ 458,019,000||$ 982.50||$ 50.00||$ 1,032.50|
|(1)||Per $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase by Teekay and excluding accrued and unpaid interest.|
|(2)||Includes the Early Tender Premium (as defined in the Offer to Purchase) for Notes validly tendered and not validly withdrawn prior to the Early Tender and Consent Date and accepted for purchase by Teekay.|
Based on the information received from Ipreo LLC, the Minimum Tender Condition (as defined in the Offer to Purchase) has been satisfied. The Early Tender and Consent Date has now passed and withdrawal rights under the Offer have expired. Accordingly, tendered Notes may not be withdrawn nor may consents be revoked, except as required by applicable law.
Subject to the satisfaction or waiver of all remaining conditions to the Offer described in the Offer to Purchase, the Notes that have been validly tendered and not validly withdrawn prior to the Early Tender and Consent Date will be purchased on the “Early Settlement Date,” which is currently expected to occur on May 13, 2019. The Financing Condition (as defined in the Offer to Purchase) with respect to the Offer is expected to be satisfied on May 13, 2019, upon the closing of Teekay’s previously announced offering of $250,000,000 in aggregate principal amount of 9.25% Senior Secured Notes due 2022 (the New Notes Offering).
In addition, the Requisite Consents (as defined in the Offer to Purchase) to effect the Proposed Amendments (as defined in the Offer to Purchase) with respect to the indenture relating to the Notes have been received.
Full details of the terms and conditions of the Offer and Solicitation (as defined in the Offer to Purchase) are described in the Offer to Purchase and the accompanying Letter of Transmittal and Consent, copies of which may be requested from the Depositary and Information Agent for the Offer and the Solicitation, Ipreo LLC, by telephone at (888) 593-9546 or (212) 849-3880 (for eligible institutions only). Holders of the Notes are encouraged to read these documents as they contain important information regarding the Offer and the Solicitation.
Persons with questions regarding the Offer or the Solicitation should contact the Dealer Manager for the Offer and the Solicitation, J.P. Morgan Securities LLC, at 383 Madison Avenue, New York, New York 10179, Attention: Liability Management Group, (866) 834-4666 (U.S. Toll-Free) or (212) 834-6950 (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.
Teekay is a leading provider of international crude oil and gas marine transportation services and also provides offshore production and logistics. Teekay provides these services primarily through its directly-owned fleet and its controlling ownership interests in Teekay LNG Partners L.P. (NYSE:TGP), the world’s third largest independent owner and operator of LNG carriers, and 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 $11 billion, comprised of approximately 155 liquefied gas, offshore, and conventional tanker assets. With offices in 12 countries and approximately 5,600 seagoing and shore-based employees, Teekay provides a comprehensive set of marine services to the world’s leading oil and gas companies.
Teekay’s common stock trades on the New York Stock Exchange under the symbol “TK”.
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This release contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) which reflect management’s current views with respect to certain future events and performance, including: the expected timing and completion of the New Notes Offering, the satisfaction of the Financing Condition and the expected timing and completion of the settlement of the Offer. The following factors are among those that could cause actual results to differ materially from the forward-looking statements, which involve risks and uncertainties, and that should be considered in evaluating any such statement, including: satisfaction of closing conditions to the New Notes Offering and the Offer; and other factors discussed in Teekay’s filings from time to time with the SEC, including its Annual Report on Form 20-F for the fiscal year ended December 31, 2018. 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.