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Form 6-K Teekay Offshore Partners For: Apr 13

April 14, 2015 6:05 AM EDT

 

 

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: April 13, 2015

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, 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  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

Attached as Exhibit 99.1 is a copy of an announcement of Teekay Offshore Partners L.P. dated April 13, 2015.

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: April 13, 2015 By:

/s/ Peter Evensen

Peter Evensen
Chief Executive Officer and Chief Financial Officer (Principal Financial and Accounting Officer)

 

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Exhibit 99.1

 

LOGO

TEEKAY OFFSHORE PARTNERS L.P.

4th Floor, Belvedere Building, 69 Pitts Bay Road,

Hamilton, HM 08 Bermuda

NEWS RELEASE

 

 

TEEKAY OFFSHORE PARTNERS ANNOUNCES

PRICING OF SERIES B PREFERRED OFFERING

 

Hamilton, Bermuda, April 13, 2015 — Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE: TOO) announced today that it has priced its public offering of 5,000,000 of its 8.5% Series B Cumulative Redeemable Preferred Units (Series B Preferred Units), representing limited partner interests, at $25.00 per unit. Distributions will be payable on the Series B Preferred Units at an initial rate of 8.5% per annum of the stated liquidation preference of $25.00. The offering is expected to close on April 20, 2015. Teekay Offshore has granted the underwriters a 30-day option to purchase up to an additional 750,000 Series B Preferred Units.

The Partnership intends to use the net proceeds from the public offering for general partnership purposes, including the funding of newbuilding installments, capital conversion projects and the acquisitions of vessels that Teekay Corporation has offered or may offer to the Partnership, which may include funding the Partnership’s acquisition of the Petrojarl Knarr FPSO unit from Teekay Corporation.

Teekay Offshore is a publicly-traded master limited partnership formed by Teekay Corporation (NYSE: TK), and is an international provider of marine transportation, oil production, storage, towage and maintenance and safety services to the offshore oil industry focusing on the fast-growing, deep water offshore oil regions of the North Sea and Brazil. Teekay Offshore owns interests in 32 shuttle tankers (including two chartered-in vessels), seven floating production storage and offloading (FPSO) units (including two committed FPSO conversion/upgrade units), six floating storage and offtake (FSO) units (excluding one committed FSO conversion unit), one HiLoad Dynamic Positioning (DP) unit, ten long-haul towing and anchor handling vessels (including two vessels Teekay Offshore has agreed to acquire and four newbuildings), three units for maintenance and safety (including two newbuildings) and four conventional oil tankers.

Teekay Offshore intends to apply to have the Series B Preferred Units listed on the New York Stock Exchange.

The joint book-running managers for this offering are Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and UBS Securities LLC. The co-managers for this offering are Credit Agricole Securities (USA) Inc., Santander Investment Securities Inc. and SG Americas Securities, LLC.

When available, copies of the prospectus supplement and accompanying base prospectus related to this offering may be obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or by e-mail at [email protected]; Morgan Stanley & Co. LLC, 180 Varick Street, Second Floor, New York, New York 10014; or UBS Securities LLC, 299 Park Avenue, New York, NY 10171, Attn: Prospectus Department.

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. This offering may be made only by means of a prospectus supplement and accompanying base prospectus. The offering is being made pursuant to an effective registration statement on Form F-3 previously filed with the Securities and Exchange Commission (the SEC) (File No. 333-196098).

The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause the outcome to be materially different. These

 

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risks and uncertainties include, but are not limited to, those discussed in Teekay Offshore’s public filings with the SEC. Teekay Offshore undertakes no obligation to revise or update any forward looking statements, unless required to do so under applicable securities laws.

For Investor Relations enquiries contact:

Ryan Hamilton

Tel: +1 (604) 844-6654

 

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