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: November 21, 2019

Commission file number 1-33867

 

 

TEEKAY TANKERS LTD.

(Exact name of Registrant as specified in its charter)

 

 

Suite 2000 - 550 Burrard Street, Bentall 5, Vancouver, BC V6C 2K2 Canada

(Address of principal executive offices)

 

 

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  ☒

 

 

 

EXHIBIT 3.1 OF THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE COMPANY:

 

•

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-148055) FILED WITH THE SEC ON DECEMBER 13, 2007;

 

•

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-194404) FILED WITH THE SEC ON MARCH 7, 2014; AND

 

•

REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-223824) FILED WITH THE SEC ON MARCH 21, 2018.

Item 1 – Information Contained in this Form 6-K Report

Attached to this Report on Form 6-K are (i) as Exhibit 3.1, a copy of the Articles of Amendment to the Amended and Restated Articles of Incorporation of Teekay Tankers Ltd., as amended, filed with the Registrar of Corporations of the Republic of the Marshall Islands on November 21, 2019, to effect a one-for-eight reverse stock split of the Class A and Class B common shares of Teekay Tankers Ltd., and (ii) as Exhibit 99.1, a copy of a press release of Teekay Tankers Ltd., dated November 25, 2019.

Item 6 – Exhibits

The following exhibits are filed as part of this Report:

 

3.1		Articles of Amendment to the Amended and Restated Articles of Incorporation of Teekay Tankers Ltd., as amended, filed with the Registrar of Corporations of the Republic of the Marshall Islands on November 21, 2019.
99.1		Press Release of Teekay Tankers Ltd., dated November 25, 2019.

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 TANKERS LTD.
Date: November 25, 2019				By:		/s/ Arthur Bensler
						Arthur Bensler
						Secretary

Exhibit 3.1

ARTICLES OF AMENDMENT TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

TEEKAY TANKERS LTD.

PURSUANT TO SECTION 90 OF

THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT

The undersigned, Arthur Bensler, Secretary of Teekay Tankers Ltd., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands (the “Corporation”), for the purpose of amending the Amended and Restated Articles of Incorporation of the Corporation, as previously amended, hereby certifies, on behalf of the Corporation, as follows:

1.    The name of the Corporation is Teekay Tankers Ltd.

2.    The Articles of Incorporation of the Corporation were originally filed with the Registrar of Corporations on October 17, 2007; the Amended and Restated Articles of Incorporation of the Corporation were filed with the Registrar of Corporations on December 10, 2007; Articles of Amendment to the Amended and Restated Articles of Incorporation of the Corporation were filed with the Registrar of Corporations on November 27, 2017; and Articles of Amendment to the Amended and Restated Articles of Incorporation of the Corporation were filed with the Registrar of Corporations on July 9, 2018.

3.    Section 5.1 of the Amended and Restated Articles of Incorporation, as previously amended, is hereby further amended by adding the following new paragraph at the end of the existing Section 5.1:

“Effective at 12:01 a.m. (Pacific Time) on November 25, 2019 (the “Reverse Split Effective Time”), each eight shares of Class A Common Stock issued and outstanding immediately prior to the Reverse Split Effective Time shall automatically be combined into one share of Class A Common Stock without any further action by the Corporation or the holder thereof, subject to treatment of fractional shares described below, and each eight shares of Class B Common Stock issued and outstanding immediately prior to the Reverse Split Effective Time shall automatically be combined into one share of Class B Common Stock without any further action by the Corporation or the holder thereof, subject to treatment of fractional shares described below (collectively, the “Reverse Stock Split”). No fractional shares will be issued in connection with the Reverse Stock Split. Shareholders of record who otherwise would be entitled to receive fractional shares of Class A Common Stock or Class B Common Stock resulting from the Reverse Stock Split shall, upon surrender to the Corporation’s exchange agent of certificates representing their shares of Class A Common Stock or Class B Common Stock, or, in the case of non-certificated shares, such proof of ownership as required by the exchange agent, receive in lieu of such fractional shares a cash payment at a price equal to the fraction to which the holder of such

 

1

shares would otherwise be entitled, multiplied by the closing price per share of Class A Common Stock on the New York Stock Exchange on the last trading day prior to the Reverse Split Effective Time, as adjusted for the Reverse Stock Split or, if such price is not available, a price to be determined by the Board of Directors of the Corporation. Each certificate that immediately prior to the Reverse Split Effective Time represented shares of Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined in the Reverse Stock Split, subject to adjustment for fractional shares. The Reverse Stock Split shall not change the number of registered shares of any class or series of capital stock the Corporation is authorized to issue or the par value of any such class or series. Immediately following the Reverse Split Effective Time, the stated capital of the Corporation shall be reduced from $2,689,903.95 to $336,237.97, which may be further adjusted for the cancellation of fractional shares, and the reduction, which may be further adjusted for the cancellation of fractional shares, shall be allocated to surplus.”

4.    All other provisions of the Amended and Restated Articles of Incorporation, as previously amended, shall remain unchanged.

5.    These Articles of Amendment to the Amended and Restated Articles of Incorporation were authorized and approved by the written consent of the holders of a majority in voting power of the issued and outstanding shares of the Corporation’s Class A Common Stock and Class B Common Stock, acting together as a single class, pursuant to Section 67 of the Marshall Islands Business Corporations Act.

[Signature Page Follows]

 

2

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment to the Amended and Restated Articles of Incorporation of Teekay Tankers Ltd. this 20th day of November, 2019.

 

TEEKAY TANKERS LTD.—SIGNATURE PAGE TO ARTICLES OF AMENDMENT

Exhibit 99.1

TEEKAY TANKERS LTD. COMPLETES PREVIOUSLY ANNOUNCED REVERSE STOCK SPLIT

Vancouver, Canada, November 25, 2019 - Teekay Tankers Ltd. (Teekay Tankers or the Company) (NYSE: TNK) today announced that it has effected its previously-announced one-for-eight reverse stock split of the Company’s Class A common shares, par value $0.01 per share, and Class B common shares, par value $0.01 per share (the Reverse Stock Split). The Company’s Class A common shares will begin trading on a split-adjusted basis on the New York Stock Exchange (NYSE), as of the opening of trading on November 25, 2019. The Company’s Class A common shares will continue to trade on the NYSE under the symbol “TNK” but have been assigned a new CUSIP number, Y8565N 300.

The Company believes that the increased market price for its Class A common shares will improve the marketability of Teekay Tankers’ Class A common shares to a broader base of potential investors.

Pursuant to the Reverse Stock Split, every eight shares of the Company’s issued and outstanding Class A common shares were combined into one Class A common share and every eight shares of the Company’s issued and outstanding Class B common shares were combined into one Class B common share, in each case, without any change to the par value per share. This reduced the number of the Company’s outstanding Class A and Class B common shares from approximately 232.0 million and 37.0 million to approximately 29.0 million and 4.6 million, respectively.

No fractional shares will be issued if, as a result of the Reverse Stock Split, a shareholder would otherwise have been entitled to a fractional share. Instead, each shareholder is entitled to receive a cash payment amount equal to the number of common shares held by the shareholder that would otherwise have been exchanged for the fractional share interest multiplied by the closing price of the Company’s Class A common shares on the NYSE on November 22, 2019. Shareholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts on or after November 25, 2019. Such beneficial holders may contact their bank, broker, or nominee for more information.

About Teekay Tankers

Teekay Tankers currently owns a fleet of 56 double-hull tankers (including 30 Suezmax tankers, 17 Aframax tankers and nine LR2 product tankers), has six time-chartered-in tankers, and has interests in five ship-to-ship support vessels. Teekay Tankers also owns a Very Large Crude Carrier (VLCC) through a 50 percent-owned joint venture. Teekay Tankers’ vessels are typically employed through a mix of short- or medium-term fixed-rate time charter contracts and spot tanker market trading. In addition, Teekay Tankers owns a ship-to-ship transfer business. Teekay Tankers was formed in December 2007 by Teekay Corporation as part of its strategy to expand its conventional oil tanker business.

For Investor Relations

enquiries contact:

Ryan Hamilton

Tel: +1 (604) 609-2963

Website: www.teekay.com

Forward Looking Statements

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 of when the Company’s Class A common shares will begin trading on a split-adjusted basis on the NYSE, the expected increase in the market price of the Company’s Class A common shares as a result of the Reverse Stock Split and the expected improvement in the marketability of such shares as a result of their increased market price. The forward-looking statements involve risks and uncertainties that should be considered in evaluating any such statement. Among the factors that may cause actual results to differ materially from the forward-looking statements are those factors discussed in Teekay Tankers’ filings from time to time with the United States Securities and Exchange Commission, including its Annual Report on Form 20-F for the fiscal year ended December 31, 2018. Teekay Tankers 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 Tankers’ expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.