Brookfield to take Teekay Offshore Partners private in US $430M deal

Brookfield Business Partners L.P., together with certain of its affiliates and institutional partners, has delivered a non-binding offer to the conflicts committee of Teekay Offshore General Partner, the general partner of Teekay Offshore Partners L.P. (NYSE: TOO), to acquire all of the issued and outstanding common units of Teekay Offshore Partners L.P. in exchange for US $1.05 in cash for each issued and outstanding common unit that is not owned by the Brookfield consortium.

As of March 31, 2019, Teekay Offshore Partners had 410,400,988 common units outstanding and the deal values Teekay Offshore common equity at approximately US $430 million or US $115 million to minority shareholders.

Brookfield consortium, Brookfield Asset Management Inc., Partners Limited, Brookfield TK TOLP L.P., Brookfield Capital Partners (Bermuda) Ltd., BCP GP Limited, Brookfield Private Equity Group Holdings LP, and Brookfield Private Equity Inc., beneficially owns 77.1% of Teekay Offshore outstanding common units on partially diluted basis.

The proposed transaction is subject to a number of contingencies, including the approval of the Conflicts or Special Committee and the satisfaction of any conditions to the consummation of a transaction set forth in any definitive agreement concerning the transaction.

Brookfield TOGP, an affiliate of Brookfield, held a 51% interest in Teekay Offshore General Partner, and an affiliate of Teekay Corporation (NYSE: TK) held a 49% interest.

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.

photo credit: Teekay

News Release

Teekay Offshore Partners Receives Offer From Brookfield

HAMILTON, Bermuda, May 20, 2019 (GLOBE NEWSWIRE) — Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO) announced today that it has received an unsolicited non-binding proposal from Brookfield Business Partners L.P. and certain of its affiliates and institutional partners (collectively, the Brookfield Consortium) for the attention of the Conflicts Committee (the Conflicts Committee) of the Board of Directors of Teekay Offshore GP LLC, pursuant to which the Brookfield Consortium would acquire all of the issued and outstanding publicly held common units representing limited partnership interests of the Partnership that the Brookfield Consortium does not already own in exchange for $1.05 in cash per common unit.

Teekay Offshore’s Conflicts Committee or a separate Special Committee appointed for these purposes, in each case consisting only of non-Brookfield affiliated Teekay Offshore Directors, will retain advisors and evaluate the proposed offer on behalf of the owners of the non-Brookfield owned limited partnership interests.

The proposed transaction is subject to a number of contingencies, including the approval of the Conflicts or Special Committee and the satisfaction of any conditions to the consummation of a transaction set forth in any definitive agreement concerning the transaction. There can be no assurance that definitive documentation will be executed or that any transaction will materialize on the terms described above or at all.

About Teekay Offshore

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 57 offshore assets, including floating production, storage and offloading (FPSO) units, shuttle tankers (including six newbuildings), floating storage and offtake (FSO) units, long-distance towing and offshore installation vessels, and a unit for maintenance and safety (UMS). The majority of Teekay Offshore’s fleet is employed on medium-term, stable contracts.

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

For Investor Relations
enquiries contact:

Jan Rune Steinsland
Tel: +47 9705 2533
Website: www.teekayoffshore.com

Ted Liu

Ted Liu, M.Sc. (Mining, Queen's), MBA (Finance, Toronto), is the Editor of Private Capital Journal, CanadaMetals.ca, TechWire.ca, and the former Editor of Canadian Private Equity. Ted has been passionately tracking Canadian private capital industry since 1992, having most recently served as Research Director for The Canadian Venture Capital and Private Equity Association (CVCA).

Ted is the architect of CVCA infobase, and is the architect of CPE Media's Financings.ca, Canada's most sophisticated and advanced all private capital and public market financing database.