UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

^ As of the date of this Amendment, Brookfield Asset Management Inc. beneficially owns 300,906,659 Common Units and warrants to purchase 67,930,000 additional Common Units. 2,430,000 of such warrants are exercisable until June 29, 2023. 65,500,000 of such warrants are exercisable during the period commencing on the first date that the ten-day volume-weighted average price of the Common Units is equal to or greater than $4.00 per unit and ending on September 25, 2024.

 

* This calculation is based on 478,330,988 Common Units, comprised of 410,400,988 Common Units outstanding as of March 31, 2019 and 67,930,000 Common Units to be issued upon exercise of the warrants beneficially owned by Brookfield Asset Management Inc.

 

2

 

 

^ As of the date of this Amendment, Partners Limited beneficially owns 300,906,659 Common Units and warrants to purchase 67,930,000 additional Common Units. 2,430,000 of such warrants are exercisable until June 29, 2023. 65,500,000 of such warrants are exercisable during the period commencing on the first date that the ten-day volume-weighted average price of the Common Units is equal to or greater than $4.00 per unit and ending on September 25, 2024.

 

* This calculation is based on 478,330,988 Common Units, comprised of 410,400,988 Common Units outstanding as of March 31, 2019 and 67,930,000 Common Units to be issued upon exercise of the warrants beneficially owned by Partners Limited.

 

3

 

 

^ As of the date of this Amendment, Brookfield TK TOLP L.P. beneficially owns 300,587,484 Common Units and warrants to purchase 67,255,000 additional Common Units. 1,755,000 of such warrants are exercisable until June 29, 2023. 65,500,000 of such warrants are exercisable during the period commencing on the first date that the ten-day volume-weighted average price of the Common Units is equal to or greater than $4.00 per unit and ending on September 25, 2024.

 

* This calculation is based on 477,655,988 Common Units, comprised of 410,400,988 Common Units outstanding as of March 31, 2019 and 67,255,000 Common Units to be issued upon exercise of the warrants beneficially owned by Brookfield TK TOLP L.P.

 

4

 

 

^ As of the date of this Amendment, Brookfield Capital Partners (Bermuda) Ltd. beneficially owns 300,731,452 Common Units and warrants to purchase 67,255,000 additional Common Units. 1,755,000 of such warrants are exercisable until June 29, 2023. 65,500,000 of such warrants are exercisable during the period commencing on the first date that the ten-day volume-weighted average price of the Common Units is equal to or greater than $4.00 per unit and ending on September 25, 2024.

 

* This calculation is based on 477,655,988 Common Units, comprised of 410,400,988 Common Units outstanding as of March 31, 2019 and 67,255,000 Common Units to be issued upon exercise of the warrants beneficially owned by Brookfield Capital Partners (Bermuda) Ltd.

 

5

 

 

^ As of the date of this Amendment, BCP GP Limited beneficially owns 300,731,452 Common Units and warrants to purchase 67,255,000 additional Common Units. 1,755,000 of such warrants are exercisable until June 29, 2023. 65,500,000 of such warrants are exercisable during the period commencing on the first date that the ten-day volume-weighted average price of the Common Units is equal to or greater than $4.00 per unit and ending on September 25, 2024.

 

* This calculation is based on 477,655,988 Common Units, comprised of 410,400,988 Common Units outstanding as of March 31, 2019 and 67,255,000 Common Units to be issued upon exercise of the warrants beneficially owned by BCP GP Limited.

 

6

 

 

^ As of the date of this Amendment, Brookfield Private Equity Group Holdings LP beneficially owns 300,731,452 Common Units and warrants to purchase 67,255,000 additional Common Units. 1,755,000 of such warrants are exercisable until June 29, 2023. 65,500,000 of such warrants are exercisable during the period commencing on the first date that the ten-day volume-weighted average price of the Common Units is equal to or greater than $4.00 per unit and ending on September 25, 2024.

 

* This calculation is based on 477,655,988 Common Units, comprised of 410,400,988 Common Units outstanding as of March 31, 2019 and 67,255,000 Common Units to be issued upon exercise of the warrants beneficially owned by Brookfield Private Equity Group Holdings LP.

 

7

 

 

^ As of the date of this Amendment, Brookfield Private Equity Inc. beneficially owns 300,731,452 Common Units and warrants to purchase 67,255,000 additional Common Units. 1,755,000 of such warrants are exercisable until June 29, 2023. 65,500,000 of such warrants are exercisable during the period commencing on the first date that the ten-day volume-weighted average price of the Common Units is equal to or greater than $4.00 per unit and ending on September 25, 2024.

 

* This calculation is based on 477,655,988 Common Units, comprised of 410,400,988 Common Units outstanding as of March 31, 2019 and 67,255,000 Common Units to be issued upon exercise of the warrants beneficially owned by Brookfield Private Equity Inc.

 

8

 

Item 1.                                 Security and Issuer

 

This Amendment No. 5 (this “Amendment”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on August 7, 2017, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on September 28, 2017, Amendment No. 2 filed with the Securities and Exchange Commission on July 9, 2018, Amendment No. 3 filed with the Securities and Exchange Commission on May 3, 2019 and Amendment No. 4 filed with the Securities and Exchange Commission on May 13, 2019 (the “Original Schedule 13D”), relating to common units (the “Common Units”) representing limited partnership interests of Teekay Offshore Partners L.P., a limited partnership organized under the laws of the Republic of the Marshall Islands (the “Issuer” or the “Partnership”), with principal executive offices at 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda. As of March 31, 2019, there were 410,400,988 Common Units of the Issuer outstanding. Capitalized terms used but not defined herein have the meanings ascribed to them in the Original Schedule 13D.

 

Item 4.                                 Purpose of Transaction

 

Item 4 of the Original Schedule 13D is hereby amended, with effect from the date of the event giving rise to this Amendment, by adding the following at the end thereof:

 

On May 17, 2019, Brookfield Business Partners L.P., together with certain of its affiliates and institutional partners (collectively, the “Brookfield Consortium”), delivered a non-binding offer (the “Offer Letter”) to the conflicts committee of Teekay Offshore General Partner, the general partner of the Issuer, to acquire all of the issued and outstanding Common Units of the Issuer in exchange for $1.05 in cash for each issued and outstanding Common Unit that is not owned by the Brookfield Consortium. The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, which is filed as Exhibit 1 hereto and is incorporated by reference into this Item 4.

 

There can be no assurance that any discussions that may occur between the Brookfield Consortium and the Issuer with respect to the offer contained in the Offer Letter will result in the entry into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for in such definitive agreement. Discussions concerning a transaction may be terminated at any time and without prior notice. Entry into a definitive agreement concerning a transaction and the consummation of any such transaction is subject to a number of contingencies that are beyond the control of the Brookfield Consortium, including the approval of the conflicts committee of Teekay Offshore General Partner, the general partner of the Issuer, and the satisfaction of any conditions to the consummation of a transaction set forth in any such definitive agreement.

 

Except as may be required by law, the Brookfield Consortium does not intend to disclose developments with respect to the foregoing unless and until the board of directors of Teekay Offshore General Partner and the Brookfield Consortium have approved a specific transaction, if any, and the Brookfield Consortium and the Issuer have then entered into a definitive agreement to effect such transaction.

 

Item 7.         Material to be Filed as Exhibits

 

Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:

 

1.                                      Letter, dated May 17, 2019, from Brookfield Business Partners L.P. to the Conflicts Committee of Teekay Offshore General Partner, the general partner of the Issuer.

 

9

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: May 20, 2019

 

		PARTNERS LIMITED
	By:	/s/ Brian D. Lawson
		Name:	Brian D. Lawson
		Title:	President
		BROOKFIELD ASSET MANAGEMENT INC.
	By:	/s/ A.J. Silber
		Name:	A.J. Silber
		Title:	VP, Legal Affairs and Corporate Secretary
		BROOKFIELD PRIVATE EQUITY INC.
	By:	/s/ A.J. Silber
		Name:	A.J. Silber
		Title:	Director

 

10

 

		BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP, BY ITS GENERAL PARTNER, BROOKFIELD PRIVATE EQUITY INC.
	By:	/s/ A.J. Silber
		Name:	A.J. Silber
		Title:	Director
		BCP GP LIMITED
	By:	/s/ A.J. Silber
		Name:	A.J. Silber
		Title:	Director
		BROOKFIELD CAPITAL PARTNERS (BERMUDA) LTD.
	By:	/s/ James A Bodi
		Name:	James A Bodi
		Title:	Director
		BROOKFIELD TK TOLP L.P., BY ITS GENERAL PARTNER, BROOKFIELD CAPITAL PARTNERS (BERMUDA) LTD.
	By:	/s/ James A Bodi
		Name:	James A Bodi
		Title:	Director

 

11

Exhibit 1

 

Brookfield Business Partners L.P.

Brookfield Place, Suite 300

181 Bay Street, P.O. Box 762

Toronto, Ontario, Canada  M5J 2T3

 

May 17, 2019

 

Teekay Offshore Partners L.P.

c/o Teekay Offshore GP LLC, its general partner

Fourth Floor, Belvedere Building

69 Pitts Bay Road

Hamilton, HM 08 Bermuda

 

Attn:              Members of the Conflicts Committee of the Board of Directors of Teekay Offshore GP LLC

 

Re:                       Acquisition of all outstanding publicly held Common Units of Teekay Offshore Partners L.P.

 

Ladies and Gentlemen:

 

Brookfield Business Partners L.P. (“Brookfield”), together with certain of its affiliates and institutional partners (collectively, the “Brookfield Consortium”), is pleased to submit this offer (this “Offer”) to Teekay Offshore Partners L.P. (“TOO”) regarding a transaction pursuant to which the Brookfield Consortium would acquire all of the outstanding common units representing limited partnership interests of TOO (the “Common Units”) not already owned by the Brookfield Consortium, as described in more detail below (the “Transaction”).

 

The Brookfield Consortium currently owns 300,587,484 Common Units, representing approximately 73.2% of the total outstanding Common Units of TOO.  In addition, the Brookfield Consortium currently owns 100% of the general partner interest in TOO through its wholly owned subsidiary Teekay Offshore GP LLC (“TOO GP”), the general partner of TOO.  Subject to the negotiation and execution of a definitive agreement containing terms and conditions customary for a transaction of the type set out in this letter, we are pleased to offer $1.05 in cash in exchange for each issued and outstanding publicly held Common Unit of TOO that is not owned by the Brookfield Consortium.

 

As you are aware, the Brookfield Consortium recently purchased all 56,587,484 Common Units held by TOO’s second largest unitholder and former general partner, Teekay Corporation (“TKC”), at an effective price of $1.05 per Common Unit.  Given that TKC is a sophisticated, well-advised counterparty with intimate knowledge of TOO’s business, we believe that the $1.05 per Common Unit acquisition price paid to TKC is representative of a fair price for all of the outstanding TOO Common Units held by holders other than the Brookfield Consortium.  Furthermore, in light of our assessment of TOO’s likely need for additional capital to support growth and address upcoming debt maturities, and TOO’s limited options for obtaining additional capital from either the public equity or debt markets, we believe that operating as a private company will ultimately be in TOO’s best interest.

 

 

1.                                      Structure

 

We expect that the Transaction would be structured as a merger between TOO and a subsidiary of the Brookfield Consortium, with TOO surviving the merger as a wholly-owned subsidiary of the Brookfield Consortium.

 

2.                                      Key Assumptions

 

The principal terms set out above are based on the following key assumptions:

 

(a) A subsidiary of the Brookfield Consortium and TOO would enter into a definitive merger agreement or other similar agreement (the “Definitive Agreement”) that would set out all of the terms and conditions relevant to the Transaction.

 

(b) The Transaction would be subject to customary closing conditions, such as customary regulatory approvals, a bring down of fundamental representations and warranties, absence of a material adverse effect and performance of covenants, among others.

 

(c) The Transaction would be approved by the Conflicts Committee of the Board of Directors of TOO GP.

 

3.                                      Internal Approvals

 

The delivery of this Offer to TOO has been approved by the Brookfield investment committee and our proposal is not subject to obtaining, or otherwise conditional on, financing or any further internal approvals.

 

4.                                      Disclosures

 

On Monday, the Brookfield Consortium intends to file an amended Schedule 13D as required under applicable securities laws and regulations, which filing will disclose this Offer.

 

5.                                      Legal Effect

 

This Offer is not intended to, and does not, constitute or create any legally binding obligations or liabilities on the part of any member of the Brookfield Consortium.  A binding obligation of the Brookfield Consortium to effect the Transaction shall be created only upon the execution and delivery by a member of the Brookfield Consortium and TOO of a Definitive Agreement.  The Brookfield Consortium reserves its right to withdraw this Offer at any time, for any reason, at its sole discretion.

 

The Brookfield Consortium is well positioned to negotiate and complete the Transaction in an expeditious manner.  After receipt of this Offer and, if this Offer is acceptable to TOO, the Brookfield Consortium is prepared to begin negotiating the Definitive Agreement and any related agreements with TOO in respect to the Transaction.  We look forward to receiving TOO’s response to this Offer and stand prepared to discuss our analysis of the potential Transaction at TOO’s convenience.

 

 

Yours very truly,

 

 

/s/ Cyrus Madon
Cyrus Madon
Chief Executive Officer
Brookfield Business Partners L.P.

 

[Signature Page to TOO Letter]