PRESS RELEASE DATE APRIL 17, 2007
UNITED STATES
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
Date of report: April 17, 2007
Commission file number: 1-12874
TEEKAY SHIPPING CORPORATION
(Exact name of Registrant as specified in its charter)
Bayside House
Bayside Executive Park
West Bay Street & Blake Road
P.O. Box AP-59212, Nassau, The Bahamas
(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.]
[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): ]
[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): ]
[Indicate by check mark whether the registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.]
[If Yes is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b):82- ]
Item 1 Information Contained in this Form 6-K Report
Attached as Exhibit I is a copy of an announcement of Teekay Shipping Corporation (the Company), dated April 17, 2007.
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION
STATEMENTS OF THE COMPANY.
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REGISTRATION STATEMENT ON FORM F-3 (NO. 33-97746) FILED WITH THE SEC ON OCTOBER 4, 1995; |
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REGISTRATION STATEMENT ON FORM S-8 (NO. 333-42434) FILED WITH THE SEC ON JULY 28, 2000; |
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REGISTRATION STATEMENT ON FORM F-3 (NO. 333-102594) FILED WITH THE SEC ON JANUARY 17, 2003; AND |
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REGISTRATION STATEMENT ON FORM S-8 (NO. 333-119564) FILED WITH THE SEC ON OCTOBER 6, 2004 |
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.
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TEEKAY SHIPPING CORPORATION
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Date: April 17, 2007 |
By: |
/s/
Vincent Lok |
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Vincent Lok |
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Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
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TEEKAY SHIPPING
CORPORATION
Bayside House, Bayside Executive Park, West Bay Street &
Blake Road
P.O. Box AP-59212, Nassau, Bahamas |
NEWS RELEASE
TEEKAY ANNOUNCES JOINT ACQUISITION
OF OMI CORPORATION
Nassau, The Bahamas, April 17, 2007 Teekay Shipping Corporation (Teekay or the Company)
(NYSE: TK) today announced that Teekay and A/S Dampskibsselskabet TORM (TORM) (CSE: TORM and
NASDAQ: TRMD) have entered into a definitive agreement to acquire OMI Corporation (OMI) (NYSE:
OMM), a major international owner and operator of Suezmax and product tankers.
Under the agreement, Teekay and TORM will offer $29.25 per share for the outstanding common shares
of OMI, representing a total transaction cost of approximately $2.2 billion, including assumed net
debt and transaction costs. Teekay will pay approximately $1.1 billion for its 50 percent share of
OMIs assets and expects the acquisition to provide cash flow from vessel operations of
approximately $145 million(1) in 2008. Teekay will fund the acquisition with a
combination of cash on hand, existing revolving credit facilities and a new $700 million credit
facility. Teekay estimates that the acquisition will be immediately accretive to earnings in 2007,
and increase its 2008 earnings per share by approximately 10 percent(2).
Teekay will acquire seven Suezmax tankers, four Medium Range product tankers and four Handysize
product tankers (including one newbuilding scheduled to deliver in 2009), and will also assume the
in-charters of a further six Suezmaxes. The vessels will provide Teekay with stable cash flow as
18 of the 21 ships to be acquired are currently serving under fixed-rate time-charters that have an
average remaining term of 2.5 years. The OMI fleet is entirely double-hull and has an
average age of approximately four years. In addition, Teekay will take over OMIs third party
asset management business including the vessels trading in the Gemini Pool.
The combined Teekay/OMI Suezmax fleet will consist of 33 existing tankers and 10 newbuildings, and
it is expected that the combination will create revenue synergies through greater scale and higher
fleet utilization in Teekays existing Suezmax business.
The acquisition of eight Medium-Range and Handysize product tankers to be acquired from OMI doubles
Teekays fleet of medium-sized product tankers, and compliments the Companys growing presence in
both Large Range II and Intermediate product tankers.
The OMI assets are a great strategic fit, both in terms of allowing us to offer our customers a
broader, more flexible service and the opportunity to generate significant revenue synergies across
our conventional tanker fleet, said Bjorn Moller, Teekays President and Chief Executive Officer.
This transaction represents another step in the consolidation of the tanker industry and it
positions Teekay as the clear leader in the medium-sized crude oil tanker segment while also
strengthening our growing product tanker business. Mr. Moller continued, In addition to acquiring
one of the worlds most modern tanker fleets we will also be adding to Teekays asset management
business through OMIs chartering pools and alliances.
Under the agreement, Teekay and TORM are required to commence a tender offer to the OMI
shareholders on or before April 27, 2007. The tender offer will be subject to acceptance from OMI
shareholders representing over 50 percent of OMIs outstanding shares as well as receipt of
standard regulatory approvals. If the tender is successful, the transaction is expected to close
during the second quarter of 2007. OMI will promptly file a copy of the definitive agreement with
the Securities and Exchange Commission.
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(1) |
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Assuming average spot Suezmax TCE rate of $45,000 per day in 2008. Please see
the associated presentation to this release at the Companys Web
site at www.teekay.com for a reconciliation of this non-GAAP measure to the most directly comparable GAAP financial measure. |
(2) |
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Assuming Teekays earnings per share (excluding OMI) of $4.50 in 2008
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Conference Call
The Company plans to host a conference call on Wednesday, April 18, 2007 at 11:00 a.m. (ET) to
discuss this transaction. All shareholders and interested parties are invited to listen to the live
conference call and view the Companys presentation through the Companys web site at
www.teekay.com. The Company plans to make available a recording of the conference call until
midnight Wednesday, April 25, 2007 by dialing 800-642-1687 or 706-645-9291, access code 6116113, or
via the Companys Web site for a period of 30 days.
About Teekay
Teekay Shipping Corporation transports more than 10 percent of the worlds seaborne oil, has
expanded into the liquefied natural gas shipping sector through its publicly-listed subsidiary,
Teekay LNG Partners L.P. (NYSE: TGP), and is further growing its operations in the offshore
production, storage and transportation sector through its publicly-listed subsidiary, Teekay
Offshore Partners L.P. (NYSE: TOO). With a fleet of over 155 vessels, offices in 17 countries and
5,600 seagoing and shore-based employees, Teekay provides a comprehensive set of marine services to
the worlds leading oil and gas companies, helping them seamlessly link their upstream energy
production to their downstream processing operations. Teekays reputation for safety, quality and
innovation has earned it a position with its customers as The Marine Midstream Company.
Teekays common stock is listed on the New York Stock Exchange where it trades under the symbol
TK.
About OMI
OMI Corporation is a major international owner and operator of tankers. Its fleet aggregates
approximately 3.5 million deadweight tons and comprises 13 Suezmax tankers (7 of which it owns and
6 of which are chartered-in) and 32 product carriers (of which it owns 28 and charters-in 4). In
addition, the Company has 2 product carriers under construction, which will be delivered in 2009.
OMI Fleet to be Acquired by Teekay
(USD in millions)
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No. |
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Vessel Name |
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Ownership |
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Year Built |
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Yard |
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DWT |
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Hull |
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Age |
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SUEZMAXES |
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1 |
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ANGELICA |
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100% |
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2004 |
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Hyundai |
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159,106 |
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DH |
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3.0 |
2 |
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JANET |
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100% |
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2004 |
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Hyundai |
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149,985 |
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DH |
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3.0 |
3 |
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ADAIR |
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100% |
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2003 |
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Hyundai |
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159,199 |
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DH |
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4.0 |
4 |
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ARLENE |
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100% |
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2003 |
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Hyundai |
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165,209 |
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DH |
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4.0 |
5 |
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INGEBORG |
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100% |
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2003 |
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Hyundai |
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165,209 |
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DH |
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4.0 |
6 |
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DAKOTA |
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100% |
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2002 |
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Hyundai |
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159,435 |
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DH |
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5.0 |
7 |
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DELAWARE |
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100% |
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2002 |
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Hyundai |
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159,453 |
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DH |
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5.0 |
8 |
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CAPE BONNY |
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TC |
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2005 |
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Hyundai |
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159,062 |
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DH |
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2.0 |
9 |
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CAPE BASTIA |
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TC |
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2005 |
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Hyundai |
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159,062 |
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DH |
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2.0 |
10 |
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HS ALCINA |
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TC |
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2001 |
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Daewoo |
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160,183 |
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DH |
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6.0 |
11 |
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CAPE BANTRY |
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TC |
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2000 |
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Hyundai |
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159,999 |
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DH |
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7.0 |
12 |
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MAX JACOB |
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TC |
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2000 |
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Daewoo |
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157,327 |
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DH |
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7.0 |
13 |
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OLIVER JACOB |
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TC |
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1999 |
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Daewoo |
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157,327 |
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DH |
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8.0 |
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4.6 |
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MR TANKERS |
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14 |
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BRAZOS |
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100% |
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2005 |
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Hyundai |
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46,889 |
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DH |
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2.0 |
15 |
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LAUREN |
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100% |
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2005 |
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Hyundai |
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46,955 |
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DH |
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2.0 |
16 |
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JEANETTE |
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100% |
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2004 |
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Hyundai |
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46,921 |
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DH |
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3.0 |
17 |
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GUADALUPE |
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100% |
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2000 |
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Onomichi |
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47,037 |
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DH |
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7.0 |
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3.5 |
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HANDYSIZE TANKERS |
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18 |
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RHINE |
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100% |
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2006 |
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Hyundai |
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36,993 |
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DH |
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1.0 |
19 |
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ORONTES |
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100% |
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2002 |
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Hyundai |
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37,383 |
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DH |
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5.0 |
20 |
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SEINE |
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100% |
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1999 |
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Daedong |
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35,407 |
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DH |
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8.0 |
21 |
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NEWBUILD 2, Ice Class 1A |
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100% |
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2009 |
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Hyundai |
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37,000 |
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DH |
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0.0 |
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3.5 |
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Total |
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4.4 |
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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 managements current views with respect to certain
future events and performance, including statements regarding: the closing of Teekay and TORMs
acquisition of OMI; the timing of circulating the tender offer and subsequent outcome of the
tender; the expected earnings accretion, synergies, and cash flow from vessel operations to be
generated by the assets acquired from OMI; and the individual assets to be acquired by Teekay and
TORM. 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: potential failure to close the transaction; potential
inability of Teekay to integrate OMIs operations successfully, including the retention of key
employees, customer and market reaction to the transaction; changes in production of or demand for
oil and petroleum products, either generally or in particular regions; greater than anticipated
levels of tanker newbuilding orders or less than anticipated rates of tanker scrapping; changes in
trading patterns significantly impacting overall tanker tonnage requirements; potential breach of
the newbuilding contracts by any of the parties, potential delays or non-delivery of the
newbuildings; changes in applicable industry regulations; changes in the typical seasonal
variations in tanker charter rates; and other factors discussed in Teekays Report on Form 20-F for
the fiscal year ended December 31, 2005 which is on file with the SEC.
For Investor Relations enquiries contact:
Scott Gayton
Tel: +1 (604) 844-6654
For Media enquiries contact:
Kim Barbero
Tel: +1 (604) 609-4703
Web site: www.teekay.com
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