UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the quarterly period
ended November 10, 2011
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, HM 08, Bermuda
(Address of principal executive office)
(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 þ Form 40- F o
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 o No þ
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 o No þ
|
TEEKAY OFFSHORE PARTNERS L.P. 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda |
EARNINGS RELEASE
TEEKAY OFFSHORE PARTNERS
REPORTS THIRD QUARTER RESULTS
REPORTS THIRD QUARTER RESULTS
Highlights
| • | Generated distributable cash flow(1) of $52.1 million in the third quarter of
2011, up 150 percent from the same period of the prior year. |
|
| • | Total liquidity of $286.2 million as at September 30, 2011. |
|
| • | Completed acquisition of shuttle tanker newbuildings Peary Spirit and Scott Spirit on
August 2 and October 1, 2011, respectively. |
|
| • | Announced intention to acquire Piranema FPSO from Sevan ASA for approximately $165 million. |
|
| • | Announced $170 million equity private placement primarily to finance Piranema FPSO. |
Hamilton, Bermuda, November 10, 2011 — Teekay Offshore GP L.L.C., the general partner of Teekay
Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE: TOO), today reported the
Partnership’s results for the quarter ended September 30, 2011. During the third quarter of 2011,
the Partnership generated distributable cash flow(1) of $52.1 million, compared to $20.8
million in the same period of the prior year. The increase is mainly related to the Partnership’s
acquisition of the remaining 49 percent interest in Teekay Offshore Operating L.P. (OPCO) in March
2011, the acquisition of the Cidade de Rio Das Ostras floating production storage and offloading
(FPSO) unit in October 2010, and the acquisition of three newbuilding shuttle tankers during the
past three quarters.
On October 18, 2011, the Partnership declared a cash distribution of $0.50 per unit for the quarter
ended September 30, 2011. The cash distribution is payable on November 14, 2011 to all unitholders
of record on November 2, 2011.
“The Partnership reported very strong operating results for the third quarter, primarily due to
lower operating costs and higher shuttle tanker revenues resulting from a number of short-term
transportation and storage contracts at higher rates,” commented Peter Evensen, Teekay Offshore GP
LLC’s Chief Executive Officer. “While we do not expect the results for the fourth quarter to be as
strong, we are pleased with the continued growth of the Partnership through the recent acquisitions
of two newbuilding shuttle tankers and the announcement earlier today to acquire the Piranema FPSO
from Sevan Marine.”
Summary of Recent Transactions
In connection with Teekay Corporation’s (Teekay) previously announced transaction to acquire three
FPSO units from Sevan Marine ASA (Sevan), the Partnership today announced today that Teekay and
Teekay Offshore intend for Teekay Offshore to acquire the Piranema FPSO unit directly from Sevan
Marine ASA (Sevan) for approximately $165 million, subject to certain working capital adjustments.
The 2007-built Piranema FPSO is currently operating under a long-term charter to Petrobras S.A. on
the Piranema field located offshore Brazil. The charter includes a firm contract period through
March 2018, with up to 11 one-year extension options and includes cost escalation clauses.
The remaining two Sevan FPSOs, the Sevan Hummingbird (which is currently operating under a
short-term charter contract), and the Sevan Voyageur (which is currently undergoing an upgrade)
initially would be acquired by Teekay. If acquired by Teekay, both FPSO units would be eligible to
be acquired by Teekay Offshore upon commencement of charter contracts with a firm period of greater
than three years in duration.
In addition, the Partnership announced today that it has agreed to sell approximately 7.1 million
common units in a private placement to a group of institutional investors for proceeds of
approximately $170 million (excluding its general partner’s proportionate capital contribution).
The Partnership intends to use the proceeds from the sale of common units to partially finance the
acquisition of the Piranema FPSO and to partially fund the Partnership’s previously announced
acquisition of four newbuilding shuttle tankers that are scheduled to deliver in mid-2013.
- more -
1
On August 2, 2011 the Partnership completed the acquisition of a newbuilding shuttle tanker, the
Peary Spirit, for a cost of $134.5 million. The purchase price was financed through the assumption
of debt of $96.8 million and $37.7 million in cash.
On October 1, 2011, the Partnership completed the acquisition of another newbuilding shuttle
tanker, the Scott Spirit, for a cost of $116 million, including $93.3 million of debt which was
assumed by Teekay Offshore. The purchase price is subject to adjustment for up to an additional
$12 million based upon incremental shuttle tanker revenues generated during the two years following
acquisition.
Teekay Offshore’s Fleet
The following table summarizes Teekay Offshore’s fleet as of November 1, 2011 and excludes the
Piranema FPSO unit.
| Number of Vessels | ||||||||||||||||
| Owned | Chartered- | Committed | ||||||||||||||
| Vessels | in Vessels | Newbuildings | Total | |||||||||||||
Shuttle Tanker Segment |
32 | (i)(ii) | 4 | 4 | (iii) | 40 | ||||||||||
Conventional Tanker Segment |
10 | (iv) | — | — | 10 | |||||||||||
FSO Segment |
5 | — | — | 5 | ||||||||||||
FPSO Segment |
2 | — | — | 2 | ||||||||||||
Total |
49 | 4 | 4 | 57 | ||||||||||||
| (i) | Includes six shuttle tankers in which Teekay Offshore’s interest is 50
percent and three shuttle tankers in which Teekay Offshore’s ownership is 67
percent. |
|
| (ii) | Includes the Scott Spirit which the Partnership acquired from Teekay
effective during October 2011 |
|
| (iii) | Includes four shuttle tanker newbuildings expected to deliver in mid- to
late-2013 and commence operations under contracts with a subsidiary of BG Group
plc in Brazil. |
|
| (iv) | Reflects the sale of the Scotia Spirit in August 2011. |
In early August 2011, the Partnership sold its 1993-built conventional Aframax tanker, the Scotia
Spirit, to a third party buyer for net proceeds of $8.3 million. As a result of the early
termination of the time-charter for this vessel, the Partnership received a termination fee of $2.1
million.
Future Growth Opportunities
Pursuant to an omnibus agreement that Teekay Offshore entered into in connection with its initial
public offering in December 2006, Teekay is obligated to offer to the Partnership its interest in
certain shuttle tankers, floating storage and offtake (FSO) units, FPSO units and joint ventures
Teekay may acquire in the future, provided the vessels are servicing contracts with remaining
durations of greater than three years. The Partnership may also acquire other vessels that Teekay
may offer it from time to time.
Shuttle Tankers
Teekay Offshore recently acquired three Aframax shuttle tanker newbuildings (the Amundsen Spirit,
the Nansen Spirit and the Peary Spirit). The Partnership acquired a fourth shuttle tanker
newbuilding, the Scott Spirit, from Teekay on October 1, 2011 for a cost of $116 million. The
purchase price is subject to adjustment for up to an additional $12 million based upon incremental
shuttle tanker revenues generated during the two years following acquisition.
In June 2011, the Partnership entered into a new long-term contract with a subsidiary of BG to
provide shuttle tanker services in Brazil. The contract with BG will be serviced by four Suezmax
newbuilding shuttle tankers to be constructed by Samsung Heavy Industries for an estimated total
delivered cost of approximately $480 million. Upon their scheduled delivery in mid- to late-2013,
the vessels will commence operations under ten-year, fixed-rate time-charter contracts. The
contract with BG also includes certain extension options and vessel purchase options.
- more -
2
FPSO Units
In October 2011, Teekay announced that it has entered into an agreement with Sevan and holders of
more than two-thirds of each of Sevan’s bond loans for Teekay to acquire three FPSO units from
Sevan, including the Piranema FPSO described above, and to make an equity investment in a
recapitalized Sevan. Under Teekay’s existing omnibus agreement and as further agreed between Teekay
and the Partnership, following the proposed upgrading of the Voyageur FPSO unit and its acquisition
by Teekay from Sevan, this unit would be eligible for sale to the Partnership upon commencement of
its contract with the charterer, which is expected to occur during the third quarter of 2012.
Following the proposed acquisition of the
Hummingbird FPSO unit by Teekay, this unit would be eligible for sale to the Partnership upon
commencement of a new charter contract with a firm period of greater than three years.
Pursuant to the omnibus agreement and a subsequent agreement, Teekay is obligated to offer to sell
the Petrojarl Foinaven FPSO unit, an existing unit owned by Teekay and operating under a long-term
contract in the North Sea, to Teekay Offshore prior to July 9, 2012. The purchase price for the
Petrojarl Foinaven FPSO unit would be at its fair market value plus any additional tax or other
costs to Teekay that would be required to transfer the FPSO unit to the Partnership.
In October 2010, Teekay signed a long-term contract with Petrobras to provide a FPSO unit for the
Tiro and Sidon fields located in the Santos Basin offshore Brazil. The contract with Petrobras
will be serviced by a newly converted FPSO unit, named Petrojarl Cidade de Itajai. The new FPSO
unit is scheduled to deliver in mid-2012, when it will commence operations under a nine-year,
fixed-rate time-charter contract to Petrobras with six additional one-year extension options.
Pursuant to the omnibus agreement, Teekay is obligated to offer to the Partnership its 50 percent
interest in this FPSO project at Teekay’s fully built-up cost, within 365 days after the
commencement of the charter with Petrobras.
In May 2011, Teekay entered into a joint venture agreement with Odebrecht Oil & Gas S.A. (a member
of the Odebrecht group) to jointly pursue FPSO projects in Brazil. Odebrecht is a well-established
Brazil-based company that operates in the engineering and construction, petrochemical, bioenergy,
energy, oil and gas, real estate and environmental engineering sectors, with over 120,000 employees
and a presence in over 20 countries. As part of the joint venture agreement, Odebrecht is a 50
percent partner in the Tiro Sidon FPSO project and Teekay is currently working with Odebrecht on
other FPSO project opportunities which, if awarded, may result in the future sale of new FPSO units
to the Partnership pursuant to the omnibus agreement.
In June 2011, Teekay entered into a new contract with BG Norge Limited to provide a harsh weather
FPSO unit for the Knarr oil and gas field located in the North Sea. The contract will be serviced
by a new FPSO unit to be constructed by Samsung Heavy Industries for a fully built-up cost of
approximately $1 billion. Pursuant to the omnibus agreement, Teekay is obligated to offer to the
Partnership its interest in this FPSO project at Teekay’s fully built-up cost, within 365 days
after the commencement of the charter, which is expected to occur during the first quarter of 2014.
- more -
3
Financial Summary
The Partnership reported adjusted net income attributable to the partners(1) (as
detailed in Appendix A to this release) of $31.6 million for the quarter ended September 30, 2011,
compared to $12.9 million for the same period of the prior year. Adjusted net income attributable
to the partners excludes a number of specific items that had the net effect of decreasing net
income by $106.7 million and $16.8 million for the quarters ended September 30, 2011 and 2010,
respectively, as detailed in Appendix A. Including these items, the Partnership reported, on a
GAAP basis, net loss attributable to the partners of $75.1 million for the third quarter of 2011,
compared to a net loss of $3.9 million in the same period of the prior year. Net
revenues(2) for the third quarter of 2011 increased to $208.8 million compared to
$181.8 million in the same period of the prior year.
The Partnership reported adjusted net income attributable to the partners(1) (as
detailed in Appendix A to this release) of $79.9 million for the nine months ended September 30,
2011, compared to $51.9 million for the same period of the prior year. Adjusted net income
attributable to the partners excludes a number of specific items that had the net effect of
decreasing net income by $143.0 million and $43.7 million for the nine months ended September 30,
2011 and 2010, respectively, as detailed in Appendix A. Including these items, the Partnership
reported, on a GAAP basis, net loss attributable to the partners of $63.1 million for the nine
months ended September 30, 2011 and net income attributable to the partners of $8.2 million for
the nine months ended September 30, 2010. Net revenues(2) for the nine months ended
September 30, 2011 increased to $618.7 million compared to $572.3 million in the same period of
the prior year.
Due to the significant reduction in spot conventional tanker rates and asset values during the
past several quarters, for accounting purposes, the Partnership recorded non-cash impairment
charges of $24.0 million in the third quarter of 2011 associated with three of the Partnership’s
older vessels. These non-cash charges do not affect the Partnership’s operations, cash flows,
liquidity, or any of the Partnership’s loan covenants.
For accounting purposes, the Partnership is required to recognize, through the consolidated
statements of loss, changes in the fair value of certain derivative instruments as unrealized gains
or losses. This revaluation does not affect the economics of any hedging transactions or have any
impact on the Partnership’s actual cash flows or the calculation of its distributable cash flow.
The Partnership has recast its historical financial results to include the results of the Falcon
Spirit FSO unit, the Cidade de Rio das Ostras (Rio das Ostras) FPSO unit and the Amundsen Spirit
shuttle tanker unit relating to the periods prior to their acquisition by the Partnership from
Teekay, which pre-acquisition results are referred to in this release as the Dropdown Predecessor.
In accordance with GAAP, business acquisitions of entities under common control that have begun
operations are required to be accounted for in a manner whereby the Partnership’s financial
statements are retroactively adjusted to include the historical results of the acquired vessels
from the date the vessels were originally under the control of Teekay. For these purposes, the
Falcon Spirit was under common control by Teekay from December 15, 2009 until April 1, 2010, when
it was sold to the Partnership; the Rio das Ostras FPSO unit was under common control by Teekay
from April 1, 2008 to October 1, 2010, when it was sold to the Partnership; and the Amundsen Spirit
was under common control by Teekay from July 30, 2010 to October 1, 2010, when it was sold to the
Partnership
On October 1, 2010, Teekay Offshore agreed to acquire Teekay’s interest in the newbuilding shuttle
tanker Peary Spirit. Prior to its acquisition by the Partnership, this entity was considered a
variable interest entity for accounting purposes. As a result, the Partnership’s consolidated
financial statements include the financial position, operating results and cash flow contribution
of the Peary Spirit subsequent to October 1, 2010. The Peary Spirit was acquired by the
Partnership on August 2, 2011.
| (1) | Adjusted net income attributable to the partners is a non-GAAP financial measure. Please
refer to Appendix A included in this release for a reconciliation of this non-GAAP measure to
the most directly comparable financial measure under GAAP and information about specific items
affecting net income that are typically excluded by securities analysts in their published
estimates of the Partnership’s financial results. |
|
| (2) | Net revenues represents revenues less voyage expenses, which comprise all expenses relating
to certain voyages, including bunker fuel expenses, port fees, canal tolls and brokerage
commissions. Net revenues is a non-GAAP financial measure used by certain investors to
measure the financial performance of shipping companies. Please see the Partnership’s website
at www.teekayoffshore.com for a reconciliation of this non-GAAP measure as used in this
release to the most directly comparable GAAP financial measure. |
- more -
4
Operating Results
The following table highlights certain financial information for Teekay Offshore’s four main
segments: the Shuttle Tanker segment, the Conventional Tanker segment, the FSO segment, and the
FPSO segment (please refer to the “Teekay Offshore’s Fleet” section of this release above and
Appendix C for further details).
Three Months Ended
September 30, 2011
(unaudited)
September 30, 2011
(unaudited)
| Conventional | ||||||||||||||||||||
| Shuttle Tanker | Tanker | FSO | FPSO | |||||||||||||||||
| (in thousands of U.S. dollars) | Segment | Segment | Segment | Segment | Total | |||||||||||||||
Net revenues |
122,825 | 29,200 | 14,713 | 42,066 | 208,804 | |||||||||||||||
Vessel operating expenses |
40,327 | 5,965 | 7,164 | 18,185 | 71,641 | |||||||||||||||
Time-charter hire expense |
18,620 | — | — | — | 18,620 | |||||||||||||||
Depreciation and amortization |
29,102 | 5,572 | 2,945 | 9,284 | 46,903 | |||||||||||||||
Cash flow from vessel operations(1) |
55,156 | 22,214 | 7,456 | 20,401 | 105,227 | |||||||||||||||
Three Months Ended
September 30, 2010
(unaudited)
September 30, 2010
(unaudited)
| Conventional | ||||||||||||||||||||
| Shuttle Tanker | Tanker | FSO | FPSO | |||||||||||||||||
| (in thousands of U.S. dollars) | Segment(2) | Segment | Segment | Segment(3) | Total | |||||||||||||||
Net revenues |
108,750 | 22,116 | 16,777 | 34,176 | 181,819 | |||||||||||||||
Vessel operating expenses |
34,263 | 6,144 | 8,296 | 18,333 | 67,036 | |||||||||||||||
Time-charter hire expense |
20,352 | — | — | — | 20,352 | |||||||||||||||
Depreciation and amortization |
27,569 | 7,239 | 3,479 | 8,892 | 47,179 | |||||||||||||||
Cash flow from vessel operations(1) |
45,636 | 14,932 | 8,161 | 9,162 | 77,891 | |||||||||||||||
| (1) | Cash flow from vessel operations represents income from vessel operations before depreciation
and amortization expense, write-down of vessels and amortization of deferred gains, includes
the realized gains (losses) on the settlement of foreign exchange forward contracts and
excludes the cash flow from vessel operations relating to the Partnership’s Dropdown
Predecessor and adjusting for direct financing leases to a cash basis. Cash flow from vessel
operations is a non-GAAP financial measure used by certain investors to measure the financial
performance of shipping companies. Please see the Partnership’s web site at
www.teekayoffshore.com for a reconciliation of this non-GAAP measure as used in this release
to the most directly comparable GAAP financial measure. |
|
| (2) | Cash flow from vessel operations for the Shuttle Tanker segment excludes the cash flow
generated by the Amundsen Spirit shuttle tanker unit prior to its acquisition by the
Partnership on October 1, 2010. Results for the Amundsen Spirit shuttle tanker unit for the
periods prior to its acquisition by the Partnership when it was owned and operated by Teekay
are included in the Dropdown Predecessor. |
|
| (3) | Cash flow from vessel operations for the FPSO segment excludes the cash flow generated by the
Rio das Ostras FPSO unit prior to its acquisition by the Partnership on October 1, 2010.
Results for the Rio das Ostras FPSO unit for the periods prior to its acquisition by the
Partnership when it was owned and operated by Teekay are included in the Dropdown Predecessor. |
Shuttle Tanker Segment
Cash flow from vessel operations from the Partnership’s shuttle tanker segment increased to $55.2
million for the third quarter of 2011 compared to $45.6 million for the same period of the prior
year, primarily due to an increase in revenues from offshore projects in the North Sea, an increase
in revenues resulting from the September 2010 amended master agreement with Statoil, which includes
the contribution from the acquisition of the three newbuilding shuttle tankers, the Amundsen Spirit
and Nansen Spirit (which were acquired during the fourth quarter of 2010), and the Peary Spirit
(which was acquired in August 2011), and lower time-charter hire expense due to the redelivery of
two in-chartered vessels. This was partially offset by higher vessel operating expenses, the
termination of the time-charter out contract of the Basker Spirit in the first quarter of 2011, and
lower revenue as a result of fewer revenue days from vessels operating under contracts of
affreightment.
- more -
5
Conventional Tanker Segment
Cash flow from vessel operations from the Partnership’s conventional tanker segment increased to
$22.2 million in the third quarter of 2011 compared to $14.9 million for the same period of the
prior year, primarily due to a decrease in the number of off-hire days due to scheduled drydocking
days and lower bunker consumption.
FSO Segment
Cash flow from vessel operations from the Partnership’s FSO segment decreased to $7.5 million in
the third quarter of 2011 compared to $8.2 million for the same period of the prior year, primarily
due to the sale of the Karratha Spirit FSO unit during the first quarter of 2011.
FPSO Segment
Cash flow from vessel operations from the Partnership’s FPSO segment increased to $20.4 million for
the third quarter of 2011 compared to $9.2 million for the same period of the prior year, primarily
due to the acquisition of the Rio das Ostras FPSO unit in October 2010, and a planned maintenance
shutdown on the Petrojarl Varg FPSO unit during the third quarter of 2010.
Liquidity
As of September 30, 2011, the Partnership had total liquidity of $286.2 million, which consisted of
$160.9 million in cash and cash equivalents and $125.3 million in undrawn revolving credit
facilities.
Conference Call
The Partnership plans to host a conference call on November 11, 2011 at 12:30 p.m. (ET) to discuss
its results for the third quarter of 2011. An accompanying investor presentation will be available
on Teekay Offshore’s website at www.teekayoffshore.com prior to the start of the call. All
unitholders and interested parties are invited to listen to the live conference call by choosing
from the following options:
| • | By dialing (866) 322-8032 or (416) 640-3406, if outside North America, and quoting
conference ID code 7648937. |
||
| • | By accessing the webcast, which will be available on Teekay Offshore’s website at
www.teekayoffshore.com (the archive will remain on the website for a period of 30
days). |
The conference call will be recorded and available until November 18, 2011. This recording can be
accessed following the live call by dialing (888) 203-1112 or (647) 436-0148, if outside North
America, and entering access code 7648937.
About Teekay Offshore Partners L.P.
Teekay Offshore Partners L.P., a publicly-traded master limited partnership formed by Teekay
Corporation (NYSE: TK), is an international provider of marine transportation, oil production and
storage services to the offshore oil industry. Teekay Offshore owns interests in 40 shuttle
tankers (including four chartered-in vessels and four committed newbuildings), five floating
storage and offtake (FSO) units, 10 conventional oil tankers, and two floating production, storage
and offloading (FPSO) units. Teekay Offshore also has rights to participate in certain other FPSO
and shuttle tanker opportunities provided by Teekay Corporation.
Teekay Offshore Partners’ common units trade on the New York Stock Exchange under the symbol “TOO”.
For Investor Relations enquiries contact:
Kent Alekson
Tel: +1 (604) 609-6442
Kent Alekson
Tel: +1 (604) 609-6442
Web site: www.teekayoffshore.com
- more -
6
TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY CONSOLIDATED STATEMENTS OF LOSS
(in thousands of U.S. dollars, except unit data)
SUMMARY CONSOLIDATED STATEMENTS OF LOSS
(in thousands of U.S. dollars, except unit data)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, | June 30, | September 30, | September 30, | September 30, | ||||||||||||||||
| 2011 | 2011 | 2010(1)(2) | 2011 | 2010(1)(2)(3) | ||||||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | (unaudited) | ||||||||||||||||
REVENUES |
239,900 | 234,145 | 210,866 | 707,816 | 671,283 | |||||||||||||||
OPERATING EXPENSES |
||||||||||||||||||||
Voyage expenses |
31,096 | 32,572 | 29,047 | 89,133 | 98,950 | |||||||||||||||
Vessel operating expenses (4) |
71,641 | 75,197 | 67,036 | 221,968 | 191,532 | |||||||||||||||
Time-charter hire expense |
18,620 | 18,182 | 20,352 | 57,072 | 68,814 | |||||||||||||||
Depreciation and amortization |
46,903 | 46,163 | 47,179 | 138,636 | 140,111 | |||||||||||||||
General and administrative (4) |
17,643 | 18,157 | 16,838 | 54,530 | 49,820 | |||||||||||||||
Loss on sale of vessel |
— | — | — | 171 | — | |||||||||||||||
Write-down of vessels |
23,961 | 8,194 | — | 33,055 | — | |||||||||||||||
Restructuring charge (5) |
— | — | — | 3,924 | 119 | |||||||||||||||
| 209,864 | 198,465 | 180,452 | 598,489 | 549,346 | ||||||||||||||||
Income from vessel operations |
30,036 | 35,680 | 30,414 | 109,327 | 121,937 | |||||||||||||||
OTHER ITEMS |
||||||||||||||||||||
Interest expense |
(9,271 | ) | (8,890 | ) | (9,652 | ) | (26,630 | ) | (28,858 | ) | ||||||||||
Interest income |
181 | 150 | 240 | 460 | 642 | |||||||||||||||
Realized and unrealized (loss) gain
on derivative instruments (6) |
(100,499 | ) | (38,720 | ) | (37,191 | ) | (128,379 | ) | (119,529 | ) | ||||||||||
Foreign exchange gain (loss) (7) |
(316 | ) | 367 | (2,615 | ) | (748 | ) | 1,255 | ||||||||||||
Income tax recovery (expense) |
3,528 | (3,037 | ) | (8,779 | ) | (2,162 | ) | 8,585 | ||||||||||||
Other income — net |
966 | 1,159 | 1,623 | 3,435 | 5,514 | |||||||||||||||
Net loss |
(75,375 | ) | (13,291 | ) | (25,960 | ) | (44,697 | ) | (10,454 | ) | ||||||||||
Net (loss) income attributable to: |
||||||||||||||||||||
Non-controlling interests |
(296 | ) | (1,937 | ) | (5,231 | ) | 18,360 | (1,954 | ) | |||||||||||
Dropdown Predecessor (1)(2)(3) |
— | — | (16,869 | ) | — | (16,685 | ) | |||||||||||||
Partners |
(75,079 | ) | (11,354 | ) | (3,860 | ) | (63,057 | ) | 8,185 | |||||||||||
Limited partners’ units outstanding: |
||||||||||||||||||||
Weighted-average number of common units outstanding
- Basic and diluted |
63,459,310 | 62,800,314 | 45,450,625 | 61,166,318 | 42,165,412 | |||||||||||||||
Total units outstanding at end of period |
63,513,580 | 62,800,314 | 48,797,500 | 63,513,580 | 48,797,500 | |||||||||||||||
| (1) | Results for the Rio das Ostras FPSO unit for the period beginning in April 2008 prior to its
acquisition by the Partnership in October 2010 when it was owned and operated by Teekay
Corporation, are included in the Dropdown Predecessor. |
|
| (2) | Results for the Amundsen Spirit shuttle tanker for the period beginning in July 2010 prior to
its acquisition by the Partnership in October 2010 when it was owned and operated by Teekay
Corporation, are included in the Dropdown Predecessor. |
|
| (3) | Results for the Falcon Spirit FSO unit for the period beginning in December 2009 prior to its
acquisition by the Partnership in April 2010 when it was owned and operated by Teekay
Corporation, are included in the Dropdown Predecessor. |
|
| (4) | The Partnership has entered into foreign exchange forward contracts, which are economic
hedges for certain vessel operating expenses and general and administrative expenses. Certain
of these forward contracts have been designated as cash flow hedges pursuant to GAAP.
Unrealized (losses) gains arising from hedge ineffectiveness from such forward contracts,
including forward contracts relating to the Dropdown Predecessor, are reflected in vessel
operating expenses, and general and administrative expenses in the above Summary Consolidated
Statements of (Loss) Income as detailed in the table below: |
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, 2011 | June 30, 2011 | September 30, 2010 | September 30, 2011 | September 30, 2010 | ||||||||||||||||
Vessel operating expenses |
(33 | ) | (83 | ) | (428 | ) | (300 | ) | (2,750 | ) | ||||||||||
General and administrative |
(109 | ) | 69 | 410 | 90 | (1,144 | ) | |||||||||||||
- more -
7
| (5) | Restructuring charges for the nine months ended September 30, 2011 were incurred in
connection with the sale of an FSO unit and the termination of the charter contract of one of
the Partnership’s shuttle tankers. Restructuring charges for the nine months ended September
30, 2010 were incurred in connection with the re-flagging of certain of the Partnership’s
shuttle tankers. |
|
| (6) | The realized (losses) gains relate to the amounts the Partnership actually paid or received
to settle such derivative instruments and the unrealized (losses) gains relate to the change
in fair value of such derivative instruments as detailed in the table below: |
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, 2011 | June 30, 2011 | September 30, 2010 | September 30, 2011 | September 30, 2010 | ||||||||||||||||
Realized (losses) gains relating to: |
||||||||||||||||||||
Interest rate swaps |
(14,889 | ) | (13,769 | ) | (11,387 | ) | (42,360 | ) | (36,231 | ) | ||||||||||
Foreign currency forward contract |
1,950 | 1,204 | (150 | ) | 3,572 | (645 | ) | |||||||||||||
| (12,939 | ) | (12,565 | ) | (11,537 | ) | (38,788 | ) | (36,876 | ) | |||||||||||
Unrealized (losses) gains relating to: |
||||||||||||||||||||
Interest rate swaps |
(80,702 | ) | (26,969 | ) | (33,637 | ) | (86,906 | ) | (86,776 | ) | ||||||||||
Foreign currency forward contracts |
(6,858 | ) | 814 | 7,983 | (2,685 | ) | 4,123 | |||||||||||||
| (87,560 | ) | (26,155 | ) | (25,654 | ) | (89,591 | ) | (82,653 | ) | |||||||||||
Total realized and unrealized (losses) gains
on non-designated derivative instruments |
(100,499 | ) | (38,720 | ) | (37,191 | ) | (128,379 | ) | (119,529 | ) | ||||||||||
| (7) | Foreign exchange gain (loss) includes realized gains of $0.8 million and $2.2 million, for
the three and nine months ended September 30, 2011, respectively, relating to the amounts the
Partnership received to settle the Partnership’s non-designated cross currency swap that was
entered into as an economic hedge in relation to the Partnership’s NOK 600 million unsecured
bond. Foreign exchange gain (loss) also includes unrealized losses of ($9.8) million and
($0.4) million for the three and nine months ended September 30, 2011, respectively, relating
to the change in fair value of such derivative instrument, offset by $9.1 million and $0.8
million in unrealized gains on the revaluation of the NOK bond for the three and nine months
ended September 30, 2011, respectively. |
- more -
8
TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars)
SUMMARY CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars)
| As at | As at | As at | ||||||||||
| September 30, 2011 | June 30, 2011 | December 31, 2010 | ||||||||||
| (unaudited) | (unaudited) | (unaudited) | ||||||||||
ASSETS |
||||||||||||
Cash and cash equivalents |
160,935 | 158,644 | 166,483 | |||||||||
Vessels held for sale |
— | 8,300 | — | |||||||||
Other current assets |
140,078 | 163,318 | 142,493 | |||||||||
Vessels and equipment |
2,241,569 | 2,302,656 | 2,247,323 | |||||||||
Advances on newbuilding contracts |
44,947 | 44,600 | 52,184 | |||||||||
Other assets |
55,119 | 71,468 | 78,267 | |||||||||
Intangible assets |
23,423 | 25,203 | 28,763 | |||||||||
Goodwill |
127,113 | 127,113 | 127,113 | |||||||||
Total Assets |
2,793,184 | 2,901,302 | 2,842,626 | |||||||||
LIABILITIES AND EQUITY |
||||||||||||
Accounts payable and accrued liabilities |
95,642 | 90,121 | 101,287 | |||||||||
Other current liabilities |
85,618 | 183,793 | 113,183 | |||||||||
Current portion of long-term debt |
145,108 | 202,677 | 152,096 | |||||||||
Long-term debt |
1,780,096 | 1,714,458 | 1,565,044 | |||||||||
Other long-term liabilities |
226,281 | 144,718 | 140,842 | |||||||||
Redeemable non-controlling interest |
39,147 | 39,604 | 41,725 | |||||||||
Equity: |
||||||||||||
Non-controlling interest |
39,203 | 46,703 | 170,876 | |||||||||
Partners’ equity |
382,089 | 479,228 | 557,573 | |||||||||
Total Liabilities and Equity |
2,793,184 | 2,901,302 | 2,842,626 | |||||||||
- more -
9
TEEKAY OFFSHORE PARTNERS L.P.
SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)
SUMMARY CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)
| Nine Months Ended September 30, | ||||||||
| 2011 | 2010(1) | |||||||
| (unaudited) | (unaudited) | |||||||
Cash and cash equivalents provided by (used for) |
||||||||
OPERATING ACTIVITIES |
||||||||
Net operating cash flow |
203,002 | 227,754 | ||||||
FINANCING ACTIVITIES |
||||||||
Proceeds from drawdown of long-term debt |
420,626 | 119,400 | ||||||
Scheduled repayments of long-term debt |
(86,230 | ) | (62,311 | ) | ||||
Prepayments of long-term debt |
(125,561 | ) | (309,235 | ) | ||||
Advance from joint venture partner |
14,500 | — | ||||||
Repayment of advance from joint venture partner |
(14,500 | ) | — | |||||
Repayment of long-term debt relating to Dropdown Predecessor relating to
Falcon Spirit |
— | (32,834 | ) | |||||
Contribution by Teekay Corporation relating to acquisition of Rio das Ostras |
2,000 | — | ||||||
Distribution to Teekay Corporation for the acquisition of Falcon Spirit |
— | (11,295 | ) | |||||
Equity contribution from Teekay Corporation to Dropdown Predecessor |
— | 19,172 | ||||||
Purchase of 49% interest in Teekay Offshore Operating L.P. |
(160,000 | ) | — | |||||
Purchase of Peary Spirit LLC |
(37,730 | ) | — | |||||
Equity contribution from joint venture partner |
3,750 | 233 | ||||||
Proceeds from issuance of common units |
20,408 | 237,041 | ||||||
Expenses of equity offerings |
(119 | ) | (11,117 | ) | ||||
Cash distributions paid by the Partnership |
(95,329 | ) | (60,579 | ) | ||||
Cash distributions paid by subsidiaries to non-controlling interests |
(33,475 | ) | (58,969 | ) | ||||
Other |
(658 | ) | (1,025 | ) | ||||
Net financing cash flow |
(92,318 | ) | (171,519 | ) | ||||
INVESTING ACTIVITIES |
||||||||
Expenditures for vessels and equipment |
(145,538 | ) | (5,811 | ) | ||||
Proceeds from sale of vessels and equipment |
13,354 | — | ||||||
Investment in direct financing lease assets |
316 | (887 | ) | |||||
Direct financing lease payments received |
15,636 | 17,181 | ||||||
Net investing cash flow |
(116,232 | ) | 10,483 | |||||
(Decrease) increase in cash and cash equivalents |
(5,548 | ) | 66,718 | |||||
Cash and cash equivalents, beginning of the period |
166,483 | 109,407 | ||||||
Cash and cash equivalents, end of the period |
160,935 | 176,125 | ||||||
| (1) | In accordance with GAAP, the Summary Consolidated Statements of Cash Flows includes the cash
flows relating to: the Falcon Spirit FSO unit, for the period from December 15, 2009 to April
1, 2010; the Rio das Ostras FPSO unit, for the period from April 1, 2008 to October 1, 2010;
and the Amundsen Spirit shuttle tanker unit, for the period from July 30, 2010 to October 1,
2010, when the vessels were under the common control of Teekay Corporation, but prior to their
acquisition by the Partnership. |
- more -
10
TEEKAY OFFSHORE PARTNERS L.P.
APPENDIX A — SPECIFIC ITEMS AFFECTING NET (LOSS) INCOME
(in thousands of U.S. dollars)
APPENDIX A — SPECIFIC ITEMS AFFECTING NET (LOSS) INCOME
(in thousands of U.S. dollars)
Set forth below is a reconciliation of the Partnership’s unaudited adjusted net income attributable
to the partners, a non-GAAP financial measure, to net (loss) income attributable to the partners as
determined in accordance with GAAP. The Partnership believes that, in addition to conventional
measures prepared in accordance with GAAP, certain investors use this information to evaluate the
Partnership’s financial performance. The items below are also typically excluded by securities
analysts in their published estimates of the Partnership’s financial results. Adjusted net income
attributable to the partners is intended to provide additional information and should not be
considered a substitute for measures of performance prepared in accordance with GAAP.
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | September 30, | September 30, | |||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
Net loss — GAAP basis |
(75,375 | ) | (25,960 | ) | (44,697 | ) | (10,454 | ) | ||||||||
Net loss (income) attributable to non-controlling interests |
296 | 5,231 | (18,360 | ) | 1,954 | |||||||||||
Net income (loss) attributable to Dropdown Predecessor |
— | 16,869 | — | 16,685 | ||||||||||||
Net (loss) income attributable to the partners |
(75,079 | ) | (3,860 | ) | (63,057 | ) | 8,185 | |||||||||
Add (subtract) specific items affecting net (loss) income: |
||||||||||||||||
Foreign exchange losses(1) |
1,092 | (1,737 | ) | 2,967 | (1,173 | ) | ||||||||||
Foreign currency exchange losses resulting
from hedging ineffectiveness (2) |
142 | (16 | ) | 210 | 3,896 | |||||||||||
Deferred income tax expense (recovery) relating to
unrealized foreign exchange gains (3) |
— | 13,174 | 10,096 | (1,032 | ) | |||||||||||
Unrealized losses on derivative instruments (4) |
87,560 | 20,292 | 89,591 | 76,204 | ||||||||||||
Loss on sale of vessel (5) |
— | — | 171 | — | ||||||||||||
Write-down of vessels(6) |
23,961 | — | 33,055 | — | ||||||||||||
Restructuring charges and other(7) |
(5,239 | ) | — | (366 | ) | 3,753 | ||||||||||
Non-controlling interests’ share of items above |
(808 | ) | (14,956 | ) | 7,231 | (37,899 | ) | |||||||||
Total adjustments |
106,708 | 16,757 | 142,955 | 43,749 | ||||||||||||
Adjusted net income attributable to the partners |
31,629 | 12,897 | 79,898 | 51,934 | ||||||||||||
| (1) | Foreign exchange losses primarily relate to the Partnership’s revaluation of all foreign
currency-denominated monetary assets and liabilities based on the prevailing exchange rate at
the end of each reporting period, excluding amounts related to Dropdown Predecessor, and the
realized gains relating to the cross currency swap. |
|
| (2) | Foreign currency exchange losses resulting from hedging ineffectiveness include the
unrealized losses arising from hedge ineffectiveness from foreign exchange forward contracts
that are or have been designated as hedges for accounting purposes. This excludes foreign
currency exchange losses resulting from hedging ineffectiveness relating to the Dropdown
Predecessors of ($34,387) and $nil, for the three and nine months ended September 30, 2010,
respectively. |
|
| (3) | Portion of deferred income tax expense (recovery) related to unrealized foreign exchange
gains and losses. There is no adjustment for this item for the three months ended September
30, 2011, as a full valuation allowance was taken against the deferred tax recovery. |
|
| (4) | Reflects the unrealized losses due to changes in the mark-to-market value of interest rate
swaps and foreign exchange forward contracts that are not designated as hedges for accounting
purposes, excluding unrealized losses of $5.4 million and $6.5 million relating to the
Dropdown Predecessors for the three and nine months ended September 30, 2010, respectively. |
|
| (5) | Loss on sale of vessel relates to the sale of the Karratha Spirit FSO unit. |
|
| (6) | Write-down of vessels for the three months ended September 30, 2011 relate to the valuation
impairment of two older conventional tankers and one older shuttle tanker, which were written
down to their estimated fair values. For the nine months ended September 30, 2011, one
additional older conventional vessel was written down to its sales value. |
|
| (7) | Restructuring charges of $3.9 million for the nine months ended September 30, 2011 were
incurred in connection with the sale of an FSO unit and the termination of the charter
contract of one of the Partnership’s shuttle tankers. Restructuring charges of $0.1 million
for the nine months ended September 30, 2010 were incurred in connection with the re-flagging
of certain of the Partnership’s vessels. Other items for the three and nine months ended
September 30, 2011 include ($3.1) million related to the tax recovery on the loss on sale and
($2.1) million related to the cancellation fee received both associated with the Scotia
Spirit. Other items for the nine months ended September 30, 2011 include $0.9 million related
to a one-time management fee associated with the portion of stock-based compensation grants of
Teekay’s former Chief Executive Officer that had not yet vested prior to the date of his
retirement on March 31, 2011. Other items for the nine months ended September 30, 2010
include $3.6 million relating to adjustments to the carrying value of certain capitalized
drydocking expenditures and non-recurring adjustments to tax accruals. |
- more -
11
TEEKAY OFFSHORE PARTNERS L.P.
APPENDIX B — RECONCILIATION OF NON-GAAP FINANCIAL MEASURE
(in thousands of U.S. dollars)
APPENDIX B — RECONCILIATION OF NON-GAAP FINANCIAL MEASURE
(in thousands of U.S. dollars)
Description of Non-GAAP Financial Measure — Distributable Cash Flow (DCF)
Distributable cash flow represents net loss adjusted for depreciation and amortization expense,
non-controlling interest, non-cash items, estimated maintenance capital expenditures, gains and
losses on vessel sales, unrealized gains and losses from derivatives, income (loss) from variable
interest entities, non-cash income taxes, loss on write down of vessels and unrealized foreign
exchange related items. Maintenance capital expenditures represent those capital expenditures
required to maintain over the long-term the operating capacity of, or the revenue generated by, the
Partnership’s capital assets. Distributable cash flow is a quantitative standard used in the
publicly-traded partnership investment community to assist in evaluating a partnership’s ability to
make quarterly cash distributions. Distributable cash flow is not defined by GAAP and should not
be considered as an alternative to net loss or any other indicator of the Partnership’s performance
required by GAAP. The table below reconciles distributable cash flow to net loss for the quarter.
| Three Months Ended | ||||
| September 30, 2011 | ||||
| (unaudited) | ||||
Net loss |
(75,375 | ) | ||
Add (subtract): |
||||
Depreciation and amortization |
46,903 | |||
Write-down of vessels |
23,961 | |||
Foreign exchange and other, net |
3,775 | |||
Deferred income tax recovery |
(3,920 | ) | ||
Estimated maintenance capital expenditures |
(26,121 | ) | ||
Unrealized losses on non-designated derivative instruments (1) |
87,560 | |||
Distributable Cash Flow before Non-Controlling Interest |
56,783 | |||
Non-controlling interests’ share of DCF |
(4,634 | ) | ||
Distributable Cash Flow |
52,149 | |||
| (1) | Derivative instruments include interest rate swaps and foreign exchange forward
contracts. |
- more -
12
TEEKAY OFFSHORE PARTNERS L.P.
APPENDIX C — SUPPLEMENTAL SEGMENT INFORMATION
(in thousands of U.S. dollars)
APPENDIX C — SUPPLEMENTAL SEGMENT INFORMATION
(in thousands of U.S. dollars)
Three Months Ended September 30, 2011
(unaudited)
(unaudited)
| Shuttle | Conventional | |||||||||||||||||||
| Tanker | Tanker | FSO | FPSO | |||||||||||||||||
| Segment | Segment | Segment | Segment | Total | ||||||||||||||||
Net revenues (1) |
122,825 | 29,200 | 14,713 | 42,066 | 208,804 | |||||||||||||||
Vessel operating expenses |
40,327 | 5,965 | 7,164 | 18,185 | 71,641 | |||||||||||||||
Time-charter hire expense |
18,620 | — | — | — | 18,620 | |||||||||||||||
Depreciation and amortization |
29,102 | 5,572 | 2,945 | 9,284 | 46,903 | |||||||||||||||
General and administrative |
12,449 | 1,021 | 674 | 3,499 | 17,643 | |||||||||||||||
Write-down of vessels |
8,319 | 15,642 | — | — | 23,961 | |||||||||||||||
Income from vessel operations |
14,008 | 1,000 | 3,930 | 11,098 | 30,036 | |||||||||||||||
Three Months Ended September 30, 2010
(unaudited)
(unaudited)
| Shuttle | Conventional | |||||||||||||||||||
| Tanker | Tanker | FSO | FPSO | |||||||||||||||||
| Segment(2) | Segment | Segment | Segment(3) | Total | ||||||||||||||||
Net revenues(1) |
108,750 | 22,116 | 16,777 | 34,176 | 181,819 | |||||||||||||||
Vessel operating expenses |
34,263 | 6,144 | 8,296 | 18,333 | 67,036 | |||||||||||||||
Time-charter hire expense |
20,352 | — | — | — | 20,352 | |||||||||||||||
Depreciation and amortization |
27,569 | 7,239 | 3,479 | 8,892 | 47,179 | |||||||||||||||
General and administrative |
11,447 | 1,040 | 837 | 3,514 | 16,838 | |||||||||||||||
Income from vessel operations |
15,119 | 7,693 | 4,165 | 3,437 | 30,414 | |||||||||||||||
| (1) | Net revenues represents revenues less voyage expenses, which comprise all expenses relating
to certain voyages, including bunker fuel expenses, port fees, canal tolls and brokerage
commissions. Net revenues are a non-GAAP financial measure used by certain investors to
measure the financial performance of shipping companies. Please see the Partnership’s web
site at www.teekayoffshore.com for a reconciliation of this non-GAAP measure as used
in this release to the most directly comparable GAAP financial measure. |
|
| (2) | Income from operations for the Amundsen Spirit shuttle tanker unit for the periods prior to
its acquisition by the Partnership on October 1, 2010 when it was owned and operated by Teekay
Corporation are required by GAAP to be included in Teekay Offshore’s results for such prior
periods. The amounts included in this release related to the Amundsen Spirit shuttle tanker
Dropdown Predecessor figures are only expected to impact the accounting for periods prior to
the date the Amundsen Spirit shuttle tanker was acquired by the Partnership, and therefore
will have no effect on the adjusted net income attributable to the partners or distributable
cash flow of the Partnership for any period, including the third quarter of 2010. |
|
| (3) | Income from operations for the Rio das Ostras FPSO unit for the periods prior to its
acquisition by the Partnership on October 1, 2010 when it was owned and operated by Teekay
Corporation are required by GAAP to be included in Teekay Offshore’s results for such prior
periods. The amounts included in this release related to the Rio das Ostras FPSO Dropdown
Predecessor figures are only expected to impact the accounting for periods prior to the date
the Rio das Ostras FPSO was acquired by the Partnership, and therefore will have no effect on
the adjusted net income attributable to the partners or distributable cash flow of the
Partnership for any period, including the third quarter of 2010. |
- more -
13
FORWARD LOOKING STATEMENTS
This release contains forward-looking statements (as defined in Section 21E of the Securities
Exchange Act of 1934, as amended) which reflect management’s current views with respect to certain
future events and performance, including statements regarding: the Partnership’s future growth
prospects, cash flows and distributions to unitholders; the timing of delivery of the four
newbuilding shuttle tankers and expected future increase in the Partnership’s distributable cash
flow as a result of the new long-term contract with BG in Brazil; the industry fundamentals for
deepwater offshore oil production, storage and transportation; the potential for Teekay to offer
additional vessels to the Partnership and the Partnership’s acquisition of any such vessels,
including the Petrojarl Foinaven, the Petrojarl Cidade de Itajai, the Sevan Voyageur, the Sevan
Hummingbird and the newbuilding FPSO unit that will service the Knarr field under contract with BG
Norge Limited; the Partnership’s intent to acquire from Sevan the Piranema FPSO unit and related
cost and results to the Partnership; financing for the proposed Piranema FPSO, including the equity
private placement transaction; and the potential for the Partnership to acquire other vessels or
offshore projects from Teekay or third parties. The following factors are among those that could
cause actual results to differ materially from the forward-looking statements, which involve risks
and uncertainties, and that should be considered in evaluating any such statement: vessel
operations and oil production volumes; significant changes in oil prices; variations in expected
levels of field maintenance; increased operating expenses; variability in shuttle tanker tonnage
requirements under the Statoil master agreement; different-than-expected levels of oil production
in the North Sea offshore fields; potential early termination of contracts, including the Rio das
Ostras FPSO time-charter contract and the Statoil master agreement; failure of Teekay to offer to
the Partnership additional vessels; the inability of the joint venture between Teekay and Odebrecht
to secure new Brazil FPSO projects that may be offered for sale to the Partnership; failure to
obtain required approvals by the Conflicts Committee of Teekay Offshore’s general partner to
acquire to acquire other vessels or offshore projects from from Teekay or third parties; the
Partnership’s ability to raise financing for the BG newbuilding shuttle tankers or to purchase
additional assets; negotiation and finalization of definitive agreements for the proposed
transactions with Sevan and any failure to satisfy related closing conditions, including obtaining
approvals from Sevan’s shareholders, Sevan’s bondholders, regulatory authorities, Sevan FPSO
charterers, and Sevan’s syndicate of banks relating to the Voyageur FPSO; and other factors
discussed in Teekay Offshore’s filings from time to time with the SEC, including its Report on Form
20-F for the fiscal year ended December 31, 2010. The Partnership expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership’s expectations with respect
thereto or any change in events, conditions or circumstances on which any such statement is based.
- end -
14
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: November 10, 2011 | By: | /s/ Peter Evensen | ||
| Peter Evensen | ||||
| Chief Executive Officer and Chief Financial Officer (Principal Financial and Accounting Officer) |
||||