Teekay Offshore agrees to acquisition of publicly held common units by Brookfield
01 OCT 2019
Teekay Offshore Partners L.P. [NYSE:TOO], based in Bermuda, entered into an agreement and plan of merger with Toronto-based Brookfield Business Partners L.P.. Pursuant to the merger, Brookfield will acquire all of the outstanding publicly held common units in exchange for USD 1.55 in cash per common unit. The cash consideration represents an increase of USD 0.34 (28.1%) per common unit when compared to the closing price per common unit on May 16, 2019, immediately prior to Brookfield’s initial offer and a premium of USD 0.39 (33.6%) to the USD 1.16 closing price per common unit on September 30, 2019.
Evercore Group L.L.C. acted as financial advisor and Potter Anderson & Corroon LLP acted as legal counsel to the Conflicts Committee.
Press release:
Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO) today announced that it has entered into an agreement and plan of merger (the Merger Agreement) with Brookfield Business Partners L.P., and certain of its affiliates and institutional partners (collectively, the Brookfield Consortium). Pursuant to the Merger Agreement, the Brookfield Consortium will acquire by merger all of the outstanding publicly held common units representing limited partner interests of the Partnership (common units) not already held by the Brookfield Consortium (unaffiliated unitholders) in exchange for USD 1.55 in cash per common unit (the cash consideration). The cash consideration represents an increase of USD 0.34 (28.1 percent) per common unit when compared to the closing price per common unit on May 16, 2019, immediately prior to Brookfield’s initial offer and a premium of USD 0.39 (33.6 percent) to the USD 1.16 closing price per common unit on September 30, 2019. As an alternative to receiving the cash consideration, each unaffiliated unitholder will have the option (the unit option) to elect to receive one newly designated unlisted Class A Common Unit of the Partnership (the equity consideration) per common unit. The Class A Common Units will be economically equivalent to the common units to be held by the Brookfield Consortium following the closing of the merger, but will have limited voting rights and limited transferability.
In connection with the merger, the Partnership will deliver election materials to the unaffiliated unitholders that will include a description of the terms of the Class A Common Units and instructions for electing to receive the equity consideration. Unitholders who do not elect to receive the equity consideration prior to the election date set forth in the election materials will receive the cash consideration. Pursuant to the terms of the Merger Agreement, the Partnership’s outstanding preferred units will be unchanged and remain outstanding by virtue of the merger.
The conflicts committee, composed of non-executive, independent directors (the Conflicts Committee), of the board of directors of the Partnership’s general partner (the Board), after consultation with its independent legal and financial advisors, unanimously approved the Merger Agreement and determined that the transaction contemplated thereby was advisable and in the best interests of the Partnership and the unaffiliated unitholders. Subsequently, on the recommendation of the Conflicts Committee, the members of the Board unanimously approved the Merger Agreement and the transactions contemplated thereby.
The Brookfield Consortium, the Conflicts Committee and the Board agreed to include the unit option in the Merger Agreement, however, neither the Conflicts Committee nor the Board are making any recommendation whether an unaffiliated unitholder should elect the unit option nor did they evaluate the terms of the equity consideration in determining whether to approve the Merger Consideration.
The merger is expected to close in the fourth quarter of 2019 and is subject to satisfaction of certain customary conditions. Upon the closing of the merger, the common units will cease to be publicly traded. The Partnership will continue to file certain reports with the Securities and Exchange Commission (the SEC) following the closing of the merger.
Evercore Group L.L.C. acted as financial advisor and Potter Anderson & Corroon LLP acted as legal counsel to the Conflicts Committee.