UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date of report: May 14, 2019
Commission file number 1-12874
TEEKAY CORPORATION
(Translation of registrants name into English)
4th Floor
Belvedere Building
69 Pitts Bay Road
Hamilton, HM08 Bermuda
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40- F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).
Yes ☐ No ☒
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE PARTNERSHIP:
| REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 33-97746) FILED WITH THE SEC ON OCTOBER 4, 1995; |
| REGISTRATION STATEMENT ON FORM S-8 (NO. 333-42434) FILED WITH THE SEC ON JULY 28, 2000; |
| REGISTRATION STATEMENT ON FORM S-8 (NO. 333-119564) FILED WITH THE SEC ON OCTOBER 6, 2004; |
| REGISTRATION STATEMENT ON FORM S-8 (NO. 333-147683) FILED WITH THE SEC ON NOVEMBER 28, 2007; |
| REGISTRATION STATEMENT ON FORM S-8 (NO. 333-166523) FILED WITH THE SEC ON MAY 5, 2010; |
| REGISTRATION STATEMENT ON FORM S-8 (NO. 333-187142) FILED WITH THE SEC ON MARCH 8, 2013; |
| REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-212787) FILED WITH THE SEC ON JULY 29, 2016, AS AMENDED; |
| REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-213213) FILED WITH THE SEC ON AUGUST 19, 2016; |
| REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-221806) FILED WITH THE SEC ON NOVEMBER 29, 2017, AS AMENDED; AND |
| REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-231003) FILED WITH THE SEC ON APRIL 24, 2019. |
Item 1 Information Contained in this Form 6-K Report
On May 2, 2019, Teekay Corporation, a Republic of the Marshall Islands corporation (the Company), entered into a purchase agreement (the Purchase Agreement), pursuant to which the Company agreed to sell $250 million in aggregate principal amount of its 9.25% Senior Secured Notes due 2022 (the Notes) to the initial purchasers listed in the Purchase Agreement (the New Notes Offering). The Company completed the New Notes Offering on May 13, 2019. The Notes issued in the New Notes Offering were issued under an Indenture, dated May 13, 2019 among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and as collateral agent, which establishes the terms and provides for the issuance of the Notes.
On May 7, 2019, the Company announced the early results of its cash tender offer (the Tender Offer) to purchase any and all of its outstanding 8.5% Senior Notes due 2020 (the 2020 Notes). In connection with the early settlement of the Tender Offer, on May 13, 2019 the Company entered into a Second Supplemental Indenture with The Bank of New York Mellon, as trustee, to the indenture governing the 2020 Notes.
Press Release
Attached as Exhibit 99.1 is a press release of Teekay Corporation, dated May 13, 2019, announcing the completion of the New Notes Offering and the early settlement of the Tender Offer.
Item 6 - Exhibits
Exhibit |
Description | |
4.1 | Indenture, dated as of May 13, 2019, among Teekay Corporation, Teekay Holdings Limited, Banff L.L.C., Hummingbird Spirit L.L.C., Teekay Petrojarl Floating Production UK Ltd., Petrojarl 4 DA and Wilmington Trust, National Association, as trustee and as collateral agent. | |
4.2 | Second Supplemental Indenture, dated as of May 13, 2019, between Teekay Corporation and The Bank of New York Mellon, as trustee. | |
99.1 | Press Release of Teekay Corporation, dated May 13, 2019, announcing the completion of the New Notes Offering and the early settlement of the Tender Offer. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TEEKAY CORPORATION | ||||||
Date: May 14, 2019 | By: | /s/ Vincent Lok | ||||
Vincent Lok | ||||||
Executive Vice President and Chief Financial Officer |