お知らせ • Jan 15
Stonepeak Infrastructure Fund IV LP, managed by Stonepeak Partners LP completed the acquisition of Teekay LNG Partners L.P. (NYSE:TGP) from Teekay Corporation (NYSE:TK), Teekay GP L.L.C., Teekay Finance Limited and others.
Stonepeak Infrastructure Fund IV LP, managed by Stonepeak Partners LP entered into an agreement and plan of merger to acquire Teekay LNG Partners L.P. (NYSE:TGP) from Teekay Corporation (NYSE:TK), Teekay GP L.L.C., Teekay Finance Limited and others for $1.5 billion on October 4, 2021. As a part of consideration, Stonepeak will pay $17 per share in cash. As part of the transaction, Teekay Corporation will transfer to Teekay LNG the ownership of the management services companies that currently deliver the operations for Teekay LNG and certain of its joint ventures under existing management services contracts. Promptly after the completion of the Transaction, the common units of Teekay LNG will be delisted from the New York Stock Exchange. The Series A and B preferred units of Teekay LNG are expected to remain outstanding and continue to trade on the New York Stock Exchange following the completion of the Transaction. Stonepeak Infrastructure Fund IV Cayman (AIV II) L.P. and Stonepeak Asia Infrastructure Fund L.P. have entered into an equity commitment letter pursuant to which certain investors have committed to Stonepeak the cash amounts necessary to satisfy the consideration. In case of termination under certain circumstances, Teekay LNG Partners L.P. shall pay to Stonepeak a termination fee of $44.6 million in cash while Stonepeak shall pay to Teekay LNG Partners a termination fee of $89.1 million in cash.
The Conflicts Committee established by the Board of Directors of Teekay GP, comprised of independent directors and advised by its own independent legal and financial advisors, determined that the transaction was advisable and in the best interests of Teekay LNG and its unitholders unaffiliated with Teekay and unanimously approved the Transaction and recommended that all Teekay LNG’s common unitholders vote in favor of the Merger Agreement on the terms presented. The transaction is subject to approval by a majority of Teekay LNG’s common unitholders at a special meeting to be held in connection with the transaction; the receipt of certain regulatory approvals; the receipt of certain third-party consents in connection with the merger; the closings of (A) Stonepeaks purchase from Teekay Corporation and Teekay Holdings Limited of all interests in the Teekay GP L.L.C in accordance with the terms of the LLC Interest Purchase Agreement and (B) the transaction contemplated by the Services Companies Purchase Agreement; all required debt consents from the lenders, holders or other creditors of loans, bonds, notes or other financings and all required commercial consents shall have been obtained; the support agreement and the Covenants Letter agreement each remains in full force and effect; the waiting period applicable to the consummation of the transactions contemplated hereby under any applicable Antitrust Laws shall have expired or have been terminated and the satisfaction or waiver of certain customary closing conditions. The transaction has been unanimously approved by the Board of Directors of Teekay GP and Teekay Corporation. Teekay GP has recommended approval of the agreement by the common unitholders. Teekay Corporation, which currently owns approximately 41% of Teekay LNG’s outstanding common units, has entered into a Voting and Support Agreement to vote in favor of the merger. The Board of Directors of Stonepeak has also approved the agreement. Teekay LNG Partners shareholders will hold a meeting on December 1, 2021 to approve the transaction. As of December 1, 2021, the shareholders of Teekay LNG has approved the transaction. In addition, Teekay LNG has received all required customer approvals to complete the merger. The merger agreement provides that the closing shall not occur prior to December 31, 2021. As of December 1, 2021, the transaction is expected to close in mid-January 2022. As of January 10, 2022, the transaction is expected to close on January 13, 2022.
Jennifer Muller, Robert Teigman and Manny Ved of Houlihan Lokey Capital, Inc. acted as financial advisors and provided fairness opinion and Mark A. Morton of Potter Anderson & Corroon LLP acted as legal advisor to the Conflicts Committee of Teekay GP. Wiley griffiths of Morgan Stanley & Co. LLC acted as financial advisor and Stephen Mahon, Michael Helmer, Jeff Koppele and Edward Steiner of Squire Patton Boggs (US) LLP and David Matheson and Evelyn Sroufe of Perkins Coie LLP acted as legal advisors to Teekay LNG Partners L.P. Morgan Stanley & Co. LLC also provided fairness opinion to the Board of Directors of Teekay GP. DNB Markets, Inc. acted as financial advisor and Brian Chisling, Matthew Gabbard, Erica Egenes, Cedric Karaoglan and Eva Du (M&A); Ryan Bekkerus, Matthew Einbinder, Brian Gluck, Zachary Banks, Fredrick Titcomb and David Socol de la Osa (Credit); Jonathan Goldstein and William Smolinski (Tax); Tristan Brown, Linda Barrett and Meredith Brenton (Executive Compensation and Employee Benefits); Peter Guryan, Ross Ferguson, Henry Llewellyn and Luke Cowdell (Antitrust); Michael Isby (Environmental); Krista McManus and Stephanie Brenner (Real Estate); and Genevieve Dorment (Intellectual Property and Privacy) of Simpson Thacher & Bartlett LLP acted as legal advisors to Stonepeak Partners LP. MacKenzie Partners, Inc. is the proxy solicitor for Teekay LNG Partners.
Stonepeak Infrastructure Fund IV LP, managed by Stonepeak Partners LP completed the acquisition of Teekay LNG Partners L.P. (NYSE:TGP) from Teekay Corporation (NYSE:TK), Teekay GP L.L.C., Teekay Finance Limited and others on January 13, 2022.