As filed with the Securities and Exchange Commission on September 27, 2024    

Registration No. 333-    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

TEEKAY CORPORATION1

(Exact name of registrant as specified in its charter)

 

 

 

Republic of the Marshall Islands   4412   Not Applicable

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

2nd Floor, Swan Building,

26 Victoria Street,

Hamilton, HM 12, Bermuda

Telephone: (441) 298-2530

Fax: (441) 292-3931

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive office)

 

 

Watson Farley & Williams LLP

Attention: Steven Hollander

120 West 45th Street, 20th Floor

New York, New York 10036

(212) 922-2200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

David S. Matheson

Perkins Coie LLP

1120 N.W. Couch Street, Tenth Floor

Portland, OR 97209-4128

(503) 727-2008

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒

Registration Statement No. 333-281337

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

This registration statement shall become effective upon filing with the U.S. Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.

 

1 

In connection with the consummation of the Redomiciliation transaction described herein, Teekay Corporation, a Marshall Islands corporation, will be renamed and converted into Teekay Corporation Ltd., a Bermuda exempted company.

 

 

 

EXPLANATORY NOTE

The registrant is undertaking the Redomiciliation, as defined and described in its Registration Statement on Form F-4 (File No. 333-281337) (the Prior Registration Statement), initially filed with the U.S. Securities and Exchange Commission (the Commission) on August 7, 2024 and declared effective by the Commission on August 20, 2024. Pursuant to the Redomiciliation, Teekay Corporation, a Marshall Islands corporation, will continue thereafter as Teekay Corporation Ltd., a Bermuda exempted company, and all outstanding shares of common stock and derivative securities of Teekay Corporation will convert on a one-for-one basis into outstanding common shares and derivative securities of Teekay Corporation Ltd.

Pursuant to the Prior Registration Statement, the registrant registered an aggregate of 96,733,646 shares, which represented an estimate of the maximum aggregate number of common shares that would be outstanding or subject to outstanding derivative securities at the effective time of the Redomiciliation, and the registrant paid a net registration fee of $103,514.67. This Registration Statement is being filed with the Commission pursuant to General Instruction H to Form F-4 and Rule 462(b) of the Securities Act of 1933, as amended, for the sole purpose of registering an additional 1,283,275 common shares based on an updated estimate of the maximum aggregate number of shares that will be outstanding or subject to outstanding derivative securities at the effective time of the Redomiciliation. The additional securities that are being registered are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Filing Fee Table filed with the Prior Registration Statement.

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement incorporates by reference the contents of the Prior Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated or deemed to be incorporated by reference therein. Additional opinions and consents required to be filed with this Registration Statement are listed on the Exhibit Index included with this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

EXHIBIT INDEX

 

(a)

Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit
Number		    Description of Document
 5.1*    Opinion of Conyers Dill & Pearman Limited LLP, Bermuda special counsel to Teekay Corporation.
23.1*    Consent of KPMG LLP.
23.2*    Consent of Conyers Dill & Pearman Limited (contained in Exhibit 5.1).
24.1**    Powers of Attorney.
107*    Filing Fee Table.

 

*

Filed herewith.

**

Filed as Exhibit 24.1 to Teekay Corporation’s Registration Statement on Form F-4 (File No. 333-281337), initially filed with the Securities and Exchange Commission on August 7, 2024.

SIGNATURES

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Vancouver, British Columbia, on September 27, 2024.

 

TEEKAY CORPORATION
By:   /s/ Kenneth Hvid
  Kenneth Hvid
  President and Chief Executive Officer

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this registration statement has been signed on September 27, 2024 by the following persons in the following capacities.

 

Signature

   

Title

*

David Schellenberg

    Chair of the Board

/s/ Kenneth Hvid

Kenneth Hvid

   

Director, President and Chief Executive Officer

(Principal Executive Officer)

/s/ Brody Speers

Brody Speers

   

Chief Financial Officer

(Principal Financial and Accounting Officer)

*

Peter Antturi

    Director

*

Rudolph Krediet

    Director

*

Alan Semple

    Director

*

Heidi Locke Simon

    Director

 

*By:   /s/ Frans Lotz

Name:

   Frans Lotz
  Attorney-in-fact

Authorized Representative

Pursuant to the requirement of the U.S. Securities Act of 1933, as amended, the undersigned, the duly undersigned representative in the United States of Teekay Corporation, has signed this registration statement in Delaware, on September 27, 2024.

 

PUGLISI & ASSOCIATES
By:   /s/ DONALD J. PUGLISI
Name:   Donald J. Puglisi
Title:   Managing Director

Exhibit 5.1

 

LOGO   

CONYERS DILL & PEARMAN LIMITED

 

Clarendon House, 2 Church Street

Hamilton HM 11, Bermuda

 

Mail: PO Box HM 666, Hamilton HM CX, Bermuda

T +1 441 295 1422

 

conyers.com

27 September 2024

Matter No.: 402008

+1 441 299 4954

Marcello.Ausenda@conyers.com

Teekay Corporation

Belvedere Building

4th Floor

69 Pitts Bay Road

Hamilton, HM 08

Dear Sir/Madam,

Re: Teekay Corporation

We have acted as special Bermuda legal counsel to Teekay Corporation (the “Company”), a corporation incorporated under the laws of the Republic of the Marshall Islands (“RMI”) in connection with its proposed continuance as a Bermuda exempted company (the “Continuance”) pursuant to Section132C of the Companies Act 1981 of Bermuda (the “Companies Act”), and the filing with the U.S. Securities and Exchange Commission (the “Commission”) of (i) a registration statement on Form F-4 filed on August 7, 2024 (as the same may be amended or supplemented after the date hereof, the “Initial Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of common shares of par value US$0.001 each in the share capital of the Company (collectively, the “Initial Shares”) which will be registered with the Commission pursuant to the Registration Statement on completion of the Continuance, pursuant to the related proxy statement/prospectus (the “Prospectus”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) included in the Registration Statement and (ii) a related registration statement on Form F-4 pursuant to Rule 462(b) under the Securities Act filed on September 27, 2024 (as the same may be amended or supplemented after the date hereof, the “Rule 462(b) Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto and, together with the Initial Registration Statement, the “Registration Statements”) relating to the registration under the Securities Act of certain additional common shares of par value US$0.001 each in the share capital of the Company (collectively, the “Additional Shares” and, together with the Initial Shares, the “Shares”) which will be registered with the Commission pursuant to the Rule 462(b) Registration Statement on completion of the Continuance.

1.

DOCUMENTS REVIEWED

For the purposes of giving this opinion, we have examined electronic copies of the following documents:

 

1.1.

the Registration Statements; and

 

1.2.

the Prospectus.

We have also reviewed such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

2.

ASSUMPTIONS

We have assumed:

 

2.1.

the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

 

2.2.

under the laws of the RMI and all other relevant laws (other than the laws of Bermuda), the Company is, and, at all times relevant for purposes of rendering the opinions expressed herein, was, duly incorporated, validly existing and in good standing under the laws of the RMI and has, and, at all times relevant for purposes of rendering the opinions expressed herein, had, the full power, authority and legal right to deregister as a body corporate limited by shares from the RMI and to register by way of Continuance as an exempted company limited by shares in Bermuda;

 

2.3.

at all times relevant for purposes of rendering the opinions expressed herein, the laws of the RMI permitted the Continuance of the Company to Bermuda;

 

2.4.

that the Continuance has been duly authorised by the Company;

 

2.5.

that all necessary action was, or will be, taken under the applicable laws of the RMI to authorise and permit the Continuance and any and all consents, approvals and authorisations for applicable RMI governmental authorities required to authorise and permit the Continuance have been, or will be, obtained;

 

2.6.

immediately prior to the Continuance, the Additional Shares will be, or have been, duly and validly authorised, legally and validly issued and non-assessable under the laws of the RMI;

 

2.7.

there is nothing under any law (other than the laws of Bermuda) that would or might affect the opinions set out herein and, in particular, we have made no independent investigation of the laws of the RMI and have assumed that such laws authorise the Continuance and that the Company has, or shall, comply fully with the laws of the RMI in respect of such Continuance; and

 

2.8.

the accuracy and completeness of all factual representations made in the Registration Statements, the Prospectus and any other documents reviewed by us.

 

conyers.com | 2

3.

QUALIFICATIONS

 

3.1.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.

 

3.2.

This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.

 

3.3.

This opinion is issued solely for the purposes of the filing of the Rule 462(b) Registration Statement and the offering of the Additional Shares by the Company and is not to be relied upon in respect of any other matter.

 

4.

OPINION

On the basis of and subject to the foregoing, we are of the opinion that:

 

4.1.

Upon issuance of the Certificate of Continuance (the “Certificate”) in relation to the Continuance of the Company by the Registrar of Companies in Bermuda, the Company will have been duly registered by way of continuance under Section 132C of the Companies Act as an exempted company under the laws of Bermuda.

 

4.2.

Once the Certificate has been issued, and appropriate entries have been made in the register of members of the Company in respect of the Additional Shares which are to be registered by the Company with the Commission pursuant to the 462(b) Registration Statement, the Additional Shares will, by operation of law, be duly and validly issued and fully paid and non-assessable (which term means, when used herein, that no further sums are required to be paid by the holders thereof in connection with the issue of such Additional Shares).

We hereby consent to the filing of this opinion as an exhibit to the Rule 462(b) Registration Statement and to the references to our firm under the captions “SUMMARY – Material Tax Consequences of the Redomiciliation,” “RISK FACTORS – The enforcement of civil liabilities against Teekay(Bermuda) may be different,” “THE REDOMICILIATION – Material Tax Consequences of the Redomiciliation,” “MATERIAL NON-UNITED STATES INCOME TAXATION – Bermuda Income Tax Consequences of the Redomiciliation” and “LEGAL MATTERS” in the Prospectus forming a part of the Registration Statements. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman Limited

Conyers Dill & Pearman Limited

 

conyers.com | 3

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Teekay Corporation

We consent to the use of our report dated March 15, 2024, on the consolidated financial statements of Teekay Corporation, which comprise the consolidated balance sheets as of December 31, 2023 and December 31, 2022, the related consolidated statements of income (loss), comprehensive income, changes in total equity and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes, and our report dated March 15, 2024 on the effectiveness of internal control over financial reporting as of December 31, 2023, which are incorporated by reference in the Registration Statement on Form F-4, dated September 27, 2024, of Teekay Corporation.

/s/ KPMG LLP

Chartered Professional Accountants

September 27, 2024

Vancouver, Canada

EXHIBIT 107

Calculation of Filing Fee Table

Form F-4

(Form Type)

Teekay Corporation1

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

                 
     Security
Type		  

Security

Class

Title

  

Fee
Calculation

or Carry

Forward

Rule

   Amount
Registered		   Proposed
Maximum
Offering
Price Per
Unit		  

Maximum
Aggregate

Offering

Price

  

Fee

Rate

   Amount of
Registration
Fee
                 
Fees to Be Paid   Equity   Common stock, par value $0.001 per share   Rules 457(c) and 457(f)(1)   1,283,275(1)   $9.04(2)   $11,600,806(2)   0.0001476   $1,712.28
           
    Total Offering Amounts     $11,600,806   0.0001476   $1,712.28
           
    Total Fees Previously Paid         $—
           
    Total Fee Offsets         $—
           
    Net Fee Due               $1,712.28

 

(1)

Based on an estimate of additional shares of common stock of Teekay Corporation issuable in connection with derivative securities that are expected to be outstanding at the effective time of the Redomiciliation, as defined and described in the registrant’s registration statement on Form F-4, which was declared effective on August 20, 2024 (Registration No. 333-281337) (the Prior Registration Statement), and which estimate also represents additional common shares of Teekay Corporation Ltd., a Bermuda exempted company, into which such securities of Teekay Corporation, a Marshall Islands corporation, will convert, on a one-for-one basis, in connection with the Redomiciliation. In accordance with Rule 462(b) under the U.S. Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the proposed maximum aggregate offering price of the securities eligible to be sold under the Prior Registration Statement may be registered hereby.

(2)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high ($9.15 per share) and low ($8.92 per share) prices of the common stock of Teekay Corporation on the New York Stock Exchange on September 23, 2024, in accordance with Rule 457(c) and Rule 457(f)(1) under the Securities Act of 1933, as amended.

 

1 

In connection with the consummation of the Redomiciliation described in the Prior Registration Statement, Teekay Corporation, a Marshall Islands corporation, will be renamed and converted into Teekay Corporation Ltd., a Bermuda exempted company.

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