Teekay Corporation’s Concurrent $97.5 million Common Stock Public Offering and $125 million Convertible Note Rule 144A Offering

Perkins Coie represented Teekay Corporation (NYSE:TK) in its concurrent $97.5 million public offering of common stock and Rule 144A offering of $125 million aggregate principal amount of 5.0% Convertible Senior Notes due 2023.

Teekay Corporation (Teekay or the Company) (NYSE:TK) today announced that it has priced its offering of $125 million aggregate principal amount of 5.0% Convertible Senior Notes due 2023 (the Convertible Notes) in a private offering. The Convertible Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act). Teekay has granted the initial purchasers an option to purchase up to an additional $25 million aggregate principal amount of the Convertible Notes on the same terms and conditions, solely to cover over-allotments.

The Convertible Notes will be the general senior unsecured obligations of Teekay and will accrue interest at a rate of 5.0%, payable semi-annually in arrears, and will mature on January 15, 2023. The Convertible Notes will be convertible into Teekay’s common stock, initially at a rate of 85.4701 shares of common stock per $1,000 principal amount of Convertible Notes. This represents an initial effective conversion price of approximately $11.70 per share of common stock. The initial conversion price represents a premium of 20.0% to the concurrent common stock offering price of $9.75 per share described below.

The Company also announced today by separate press release that it has priced its registered public offering pursuant to an effective shelf registration statement of 10 million shares of its common stock at $9.75 per share. The Company has granted the underwriters in that offering a 30-day option to purchase up to an additional 1.5 million shares of common stock. Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy the common stock.

The Company intends to use the net proceeds from the offerings for general corporate purposes, which may include, among other things, repaying a portion of outstanding indebtedness and funding working capital. Teekay expects to close both offerings on January 26, 2018, subject to the satisfaction of customary closing conditions.

Teekay Corporation provides crude oil and gas marine transportation; offshore oil production; and storage and offloading services in Bermuda and internationally. The company, led by Kenneth Hvid, Vincent Lok and Arthur J Bensler, in 2016 recorded $2.328 Billion Revenues.

Led by Portland partner David Matheson (Picture), the Perkins Coie team included Denver partner Ned Prusse, Portland partner Kara Tatman, Seattle partner Carl Crow, Portland associate Michael Stout and Seattle senior attorney Neal Hudders.

Involved fees earner: David Matheson – Perkins Coie; Ned Prusse – Perkins Coie; Kara Tatman – Perkins Coie; Michael Stout – Perkins Coie; Carl Crow – Perkins Coie; Neal Hudders – Perkins Coie;

Law Firms: Perkins Coie;

Clients: Teekay Corporation;


Author: Ambrogio Visconti