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: January 23, 2020

 

Commission file number 1-33198

 

 

TEEKAY OFFSHORE PARTNERS L.P.

(Exact name of Registrant as specified in its Charter)

 

 

4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda
(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x                      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 x

 

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 x

 

 

 

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

 

Completion of the Merger

 

On January 22, 2020, Brookfield Business Partners L.P., together with certain of its affiliates and institutional partners (collectively, “Brookfield”), completed its acquisition of Teekay Offshore Partners L.P. (the “Partnership”) pursuant to the Agreement and Plan of Merger, dated as of September 30, 2019 (the “Merger Agreement”), by and among the Partnership, Teekay Offshore GP L.L.C., a Marshall Islands limited liability company and general partner of the Partnership (“Partnership GP”), Brookfield TK Acquisition Holdings LP, a Bermuda limited partnership (“Parent”), Brookfield TK Merger Sub LLC, a Marshall Islands limited liability company (“Merger Sub”), Brookfield TK TOGP LP, a Bermuda limited partnership, Brookfield TK Block Acquisition LP, a Bermuda limited partnership, Brookfield Asset Management Private Institutional Capital Adviser (Private Equity) L.P., a limited partnership formed under the laws of Manitoba, Canada, and Brookfield TK TOLP LP, a Bermuda limited partnership. Under the terms of the Merger Agreement, among other things, Merger Sub merged with and into the Partnership (the “Merger”), with the Partnership surviving the Merger as a subsidiary of Parent, certain of its affiliates and Partnership GP, each of which is an indirect controlled subsidiary of Brookfield.

 

Under the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each common unit representing a limited partner interest in the Partnership (the “Common Units”) outstanding immediately prior to the Effective Time (other than Common Units held by Parent, the Brookfield Affiliated Holders (as defined in the Merger Agreement) or their respective Affiliates (as defined in the Merger Agreement) (collectively, the “Sponsor Units”)) was converted into the right to receive $1.55 in cash per Common Unit without any interest thereon (the “Cash Merger Consideration”). As an alternative to receiving the Cash Merger Consideration, each holder of record of Common Units other than Sponsor Units as of immediately prior to 12:00 a.m. New York Time on January 14, 2020 had the option to elect to forego the right to receive the Cash Merger Consideration with respect to all of such holder’s Common Units and instead receive one newly designated unlisted Class A Common Unit of the Partnership (the “Class A Common Units”) per Common Unit (the “Unit Alternative”) with respect to all of such holder’s Common Units. The Class A Common Units are economically equivalent to the Sponsor Units, but have limited voting rights and limited transferability. Each Sponsor Unit issued and outstanding immediately prior to the Effective Time was reclassified as a Class B Common Unit of the Partnership (the “Class B Common Units”) but was otherwise unaffected by the Merger and was unchanged and remain outstanding, and no consideration was delivered in respect thereof. Parent was also issued a number of Class B Common Units equal to the number of Common Units converted into the right to receive the Cash Merger Consideration. As a result of the Merger, Brookfield owns 100% of the Class B Common Units, representing approximately 98.7% of the outstanding Common Units. 100% of the Class A Common Units, representing approximately 1.3% of the outstanding Common Units as at the closing of the Merger, are held by the unaffiliated unitholders who elected to receive the Unit Alternative in respect of their Common Units.

 

Each of the Partnership’s 7.25% Series A Cumulative Redeemable Preferred Units, 8.50% Series B Cumulative Redeemable Preferred Units and 8.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units issued and outstanding as of immediately prior to the Effective Time were unaffected by the Merger and were unchanged and remain outstanding, and no consideration was delivered in respect thereof. The General Partner Interest issued and outstanding immediately prior to the Effective Time was unaffected by the Merger, remains outstanding and no consideration was delivered in respect thereof. The Partnership’s incentive distribution rights (“IDRs”) issued and outstanding immediately prior to the Effective Time were automatically canceled and now cease to exist, and no consideration was delivered in respect of the cancellation of the IDRs.

 

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto and incorporated herein by reference.

 

Delisting from the New York Stock Exchange

 

In connection with the consummation of the Merger, the New York Stock Exchange (the “NYSE”) was notified that each outstanding Common Unit (other than Sponsor Units) was converted into the right to receive the Cash Merger Consideration or the Unit Alternative, subject to the terms and conditions of the Merger Agreement. The Partnership requested that the NYSE file a notification of removal from listing on Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the delisting of the Common Units. The trading of the Common Units on the NYSE was suspended prior to the opening of trading on January 23, 2020.

 

In addition, the Partnership intends to file with the SEC a certification of notice of termination on Form 15 requesting that the Common Units be deregistered under Section 12(g) of the Securities Exchange Act of 1934, as

 

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amended (the “Exchange Act”), and that the Partnership’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Common Units be suspended. Reporting obligations with respect to the outstanding preferred units of the Partnership remain unchanged.

 

Press Release

 

Attached as Exhibit 99.1 is a copy of a press release of the Partnership, dated January 23, 2020, announcing the completion of the Merger.

 

Item 6 — Exhibits

 

The following exhibits are filed as part of this Report:

 

Exhibit
2.1		Agreement and Plan of Merger, dated as of September 30, 2019, by and among Teekay Offshore Partners L.P., Teekay Offshore GP L.L.C., Brookfield TK Acquisition Holdings LP, Brookfield TK Merger Sub LLC, Brookfield TK TOGP LP, Brookfield TK Block Acquisition LP, Brookfield Asset Management Private Institutional Capital Adviser (Private Equity), L.P. and Brookfield TK TOLP LP (incorporated herein by reference to Annex A of the Information Statement of the Partnership, filed as Exhibit (a)(1) to the Partnership’s Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule 13E-3, filed on December 11, 2019).
99.1		Press Release of Teekay Offshore Partners L.P., dated January 23, 2020.

 

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

 

·                  REGISTRATION STATEMENT ON FORM S-8 (NO. 333-147682) FILED WITH THE SEC ON NOVEMBER 28, 2007

 

·                  REGISTRATION STATEMENT ON FORM S-8 (NO. 333-216624) FILED WITH THE SEC ON MARCH 10, 2017

 

·                  REGISTRATION STATEMENT ON FORM F-3 (NO. 333-221745) FILED WITH THE SEC ON NOVEMBER 24, 2017, AS AMENDED ON DECEMBER 28, 2017 AND JANUARY 5, 2018

 

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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 OFFSHORE PARTNERS L.P.
	By:	Teekay Offshore GP L.L.C., its general partner
Date: January 23, 2020	By:	/s/ Edith Robinson
		Edith Robinson
		Vice President and Company Secretary

 

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Exhibit 99.1

 

 

TEEKAY OFFSHORE PARTNERS ANNOUNCES

COMPLETION OF ITS ACQUISITION BY BROOKFIELD, CHANGES TO BOARD OF DIRECTORS AND PLAN TO REBRAND AS ALTERA INFRASTRUCTURE

 

HAMILTON, Bermuda, Jan. 23, 2020 (GLOBE NEWSWIRE) —  Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) announced that, effective January 22, 2020, Brookfield Business Partners L.P., together with certain of its affiliates and institutional partners (collectively, the Brookfield Consortium), has completed its acquisition by merger (the Merger) of all of the outstanding publicly held and listed common units representing limited partner interests of the Partnership (common units) held by parties other than the Brookfield Consortium (unaffiliated unitholders) pursuant to the agreement and plan of merger (the Merger Agreement) among the Partnership, Teekay Offshore GP L.L.C. (TOO GP), the general partner of the Partnership, and certain members of the Brookfield Consortium.

 

The Partnership also announced today certain changes to the Board of Directors and that following the closing of the Merger and the completion of the Partnership’s separation from Teekay Corporation, the Partnership plans to change its name to Altera Infrastructure L.P. and to rebrand its consolidated group of companies under the new umbrella of Altera Infrastructure.

 

Completion of Acquisition by Merger

 

Under the terms of the Merger Agreement, common units held by unaffiliated unitholders were converted into the right to receive $1.55 in cash per common unit (the cash consideration), other than common units held by unaffiliated unitholders who elected to receive the equity consideration (as defined below). As an alternative to receiving the cash consideration, each unaffiliated unitholder had the option to elect to forego the cash consideration and instead receive one newly designated unlisted Class A Common Unit of the Partnership per common unit (the equity consideration). The Class A Common Units are economically equivalent to the common units held by the Brookfield Consortium following the Merger, but have limited voting rights and limited transferability.

 

As a result of the Merger, the Brookfield Consortium owns 100% of the Class B Common Units, representing approximately 98.7% of the outstanding common units of the Partnership. 100% of the Class A Common Units, representing approximately 1.3% of the outstanding common units of the Partnership as of the closing of the Merger, are held by the unaffiliated unitholders who elected to receive the equity consideration in respect of their common units.

 

 

Pursuant to the terms of the Merger Agreement, the Partnership’s outstanding preferred units were unchanged and remain outstanding following the Merger.

 

Unaffiliated unitholders of record as of immediately prior to the effective time of the Merger who are entitled to the cash consideration will receive from the exchange agent, for each common unit held by them, the cash consideration, without interest and net of any applicable withholding taxes, in exchange for the cancellation of such common units. Unaffiliated unitholders who hold their common units in “street name” through their broker, bank or other nominee will not be required to take any action to receive the cash consideration for their common units, as the exchange agent will arrange for the remittance of the cash consideration with The Depository Trust Company for distribution to the applicable broker, bank or nominee on behalf of such beneficial owners. Any questions concerning the receipt of the cash consideration from unaffiliated unitholders who hold common units in “street name” should be directed by such holders to their applicable broker, bank or nominee.

 

Unaffiliated unitholders of record as of immediately prior to the effective time of the Merger who are entitled to the equity consideration will receive from the exchange agent, upon receipt of any documents required by the instructions to Election Form and Letter of Transmittal delivered to such unaffiliated unitholder in connection with the Merger, the equity consideration, in exchange for the cancellation of such common units.

 

The Partnership also announced today that it requested that trading of its common units on the New York Stock Exchange (the NYSE) be suspended before the beginning of trading on January 23, 2020. The Partnership requested that the NYSE file a Form 25 with the United States Securities and Exchange Commission (the SEC) notifying the SEC of the delisting of its common units on the NYSE and the deregistration of the common units. The deregistration will become effective 90 days after the filing of the Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations with respect to the common units under the United States Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in approximately 10 days. Reporting obligations in respect of the outstanding preferred units remain unchanged.

 

Changes to Board of Directors

 

The Partnership also announced today the following changes to the Board of Directors of TOO GP:

 

·                  David L. Lemmon, Director and member of the Audit, Compensation and Conflicts Committees, will retire from his positions effective January 23, 2020, after 14 years with the TOO GP’s Board.

 

·                  Mr. Lemmon is being replaced on the Audit Committee by Bill Utt, who is currently Chairman of the Board and Chairman of the Governance Committee.

 

·                  Kenneth Hvid, Director and CEO of Teekay Corporation, will, after nine years with the TOO GP’s Board, retire from his position as Director, effective June 17, 2020.

 

 

Bill Utt, Chairman of the Board of Directors of TOO GP, commented “On behalf of the entire Teekay Offshore Board, I wish to recognize David for his service as a Teekay Offshore Director since our initial public offering 14 years ago and thank him for the significant contributions he has made to the Partnership during his tenure. Whilst Kenneth will not leave the Board immediately, I also wish to thank him at this time for his input to Teekay Offshore and in particular for his support in the important transition from Teekay Corporation to Brookfield ownership.”

 

Plan to Rebrand as Altera Infrastructure

 

Following the closing of the Merger, the Partnership also announced that it intends to change its name to Altera Infrastructure L.P. and to rebrand the consolidated group of companies under the new umbrella of Altera Infrastructure. The intention is to start going live with this branding transition from March 24, 2020 and additional details on the effective date of the Partnership’s change of name will be communicated in due course.

 

Ingvild Sæther, Group CEO, commented “This combination of corporate actions marks a new, exciting chapter for the Partnership. We are establishing a global energy infrastructure services company that will create long term value for its stakeholders. Upholding our uncompromised commitment to operational excellence and safety, we will be relentless in our pursuit of opportunities that lead to strong results and lower emissions. The innovation of the E-shuttle tankers is evidence of the Partnership’s ability and willingness to take a leading role as the industry is moving towards a more sustainable future.”

 

Forward Looking Statements

 

This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Although the Partnership believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Important factors that could cause actual results to differ materially from the Partnership’s expectations and may adversely affect the Partnership’s business and results of operations are disclosed in Item 3 of the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2018, filed with the SEC on February 28, 2019, as updated and supplemented by subsequent filings with the SEC. The forward-looking statements speak only as of the date made, and, other than as may be required by law, the Partnership undertakes no obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

 

 

About Teekay Offshore Partners L.P.

 

Teekay Offshore Partners L.P. is a leading international midstream services provider to the offshore oil production industry, primarily 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 has consolidated assets of approximately $5.2 billion, comprised of 56 offshore assets, including floating production, storage and offloading units, shuttle tankers (including six new buildings), floating storage and offtake units, long-distance towing and offshore installation vessels, and a unit for maintenance and safety. The majority of Teekay Offshore’s fleet is employed on medium-term, stable contracts.

 

Teekay Offshore’s preferred units continue to trade on the New York Stock Exchange under the symbols “TOO PR A”, “TOO PR B” and “TOO PR E”, respectively.

 

For Investor Relations enquires contact:

 

Jan Rune Steinsland, Chief Financial Officer

Tel: +47 97052533

Website: www.teekayoffshore.com