Issuer: | Teekay Offshore Partners L.P. (Teekay Offshore or Partnership) (NYSE: TOO) | |||||
Offering: | 7,000,000 common units representing limited partner interests; 1,050,000 common units to cover over-allotments, if any | |||||
Concurrent private placement to Teekay Corporation: | Teekay Corporation (Teekay) has agreed to purchase 3,250,000 unregistered common units from the Partnership at the public offering price | |||||
Units outstanding after the offering and the concurrent private placement: | 20,050,000 common units (21,100,000 common units if the over-allotment option is exercised in full) and 9,800,000 subordinated units | |||||
Settlement and delivery date: | June 18, 2008 | |||||
Public offering price: | $20.00 per unit | |||||
Proceeds to the Partnership, after underwriting discounts and commissions, before expenses: | $19.25 per unit; $134,750,000 total ($154,962,500 if the over-allotment option is exercised in full) | |||||
Use of proceeds: | The Partnership intends to use the $203.5 million of net proceeds from the offering, the concurrent private placement and the Partnerships general partners contribution to maintain its 2% general partner interest, along with $1.5 million of cash, to purchase from Teekay an additional 25.0% interest in Teekay Offshore Operating L.P. (OPCO), a Marshall Islands limited partnership, for $205.0 million. Any net proceeds from the exercise of the underwriters over-allotment option will be used to repay a portion of the amounts the Partnership borrowed from OPCO to purchase three vessels in 2007. | |||||
Capitalization, as adjusted | As a result of the offering and the concurrent private placement, the use of proceeds and the other transactions contemplated by the prospectus supplement, Teekay Offshores capitalization, as adjusted at March 31, 2008, would be (assuming no exercise of the over-allotment option): | |||||
(In thousands) |
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Total cash and cash equivalents | $ | 136,340 | ||||
Long-term debt, including current portion | $ | 1,665,423 | ||||
Non-controlling interest | 228,998 | |||||
Partners equity | 160,564 | |||||
Total capitalization | $ | 2,054,985 | ||||
Lead Managers: | Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Lehman Brothers Inc. |
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Co-Managers: | Morgan Stanley & Co. Incorporated J.P. Morgan Securities Inc. Raymond James & Associates, Inc. |
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Stabilization transactions | Prior to purchasing the common units being offered pursuant to the prospectus supplement, one of the underwriters purchased, on behalf of the syndicate, 312,900 common units at an average price of $20.0841 per common unit in stabilizing transactions on June 12, 2008. |