Filing Details

Accession Number:
0001104659-18-044314
Form Type:
13D Filing
Publication Date:
2018-07-09 16:30:34
Filed By:
Brookfield Asset Management Inc.
Company:
Teekay Offshore Partners L P (NYSE:TOO)
Filing Date:
2018-07-09
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Brookfield Asset Management Inc 0 294,994,175 0 294,994,175 294,994,175 64.0%
Partners Limited 0 294,994,175 0 294,994,175 294,994,175 64.0%
Brookfield TK TOLP 0 294,000,000 0 294,000,000 294,000,000 63.9%
Brookfield Capital Partners (Bermuda) Ltd 0 294,143,968 0 294,143,968 294,143,968 63.9%
BCP GP Limited 0 294,143,968 0 294,143,968 294,143,968 63.9%
Brookfield Private Equity Group Holdings 0 294,143,968 0 294,143,968 294,143,968 63.9%
Brookfield Private Equity Inc 0 294,143,968 0 294,143,968 294,143,968 63.9%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

 

Teekay Offshore Partners L.P.

(Name of Issuer)

 

Common Units, representing limited partner interests

(Title of Class of Securities)

 

Y8565J 10 1

(CUSIP Number)

 

A.J. Silber

Brookfield Asset Management Inc.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

(416) 363-9491

 

with copies to:

Joshua N. Korff, Esq.

Elazar Guttman, Esq.

Ross M. Leff, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

(212) 446-4800

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

 

July 2, 2018

(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).

 


 

CUSIP No.   Y8565J 10 1

 

 

1.

Names of Reporting Persons
Brookfield Asset Management Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Ontario, Canada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
294,994,175

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
294,994,175

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
294,994,175 ^

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
64.0%*

 

 

14.

Type of Reporting Person
CO

 


^ As of the date of this Amendment, Brookfield Asset Management Inc. beneficially owns 244,319,175 Common Units and warrants to purchase 50,675,000 additional Common Units. 675,000 of such warrants are exercisable until June 29, 2023. 50,000,000 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 amount excludes securities of the issuer beneficially owned by Teekay Corporation and its affiliates. See Item 5.

 

* This calculation is based on 460,989,977 Common Units, comprised of 410,314,977 Common Units outstanding as of July 2, 2018 and 50,675,000 Common Units to be issued upon exercise of the warrants beneficially owned by Brookfield Asset Management Inc.

 

2


 

CUSIP No.   Y8565J 10 1

 

 

1.

Names of Reporting Persons
Partners Limited

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Ontario, Canada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
294,994,175

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
294,994,175

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
294,994,175 ^

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
64.0%*

 

 

14.

Type of Reporting Person
CO

 


^ As of the date of this Amendment, Partners Limited beneficially owns 244,319,175 Common Units and warrants to purchase 50,675,000 additional Common Units. 675,000 of such warrants are exercisable until June 29, 2023. 50,000,000 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 amount excludes securities of the issuer beneficially owned by Teekay Corporation and its affiliates. See Item 5.

 

* This calculation is based on 460,989,977 Common Units, comprised of 410,314,977 Common Units outstanding as of July 2, 2018 and 50,675,000 Common Units to be issued upon exercise of the warrants beneficially owned by Partners Limited.

 

3


 

CUSIP No.   Y8565J 10 1

 

 

1.

Names of Reporting Persons
Brookfield TK TOLP L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Bermuda

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
294,000,000

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
294,000,000

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
294,000,000^

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
63.9%*

 

 

14.

Type of Reporting Person
PN

 


^ As of the date of this Amendment, Brookfield TK TOLP L.P. beneficially owns 244,000,000 Common Units and warrants to purchase 50,000,000 additional Common Units. The 50,000,000 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 amount excludes securities of the issuer beneficially owned by Teekay Corporation and its affiliates. See Item 5.

 

* This calculation is based on 460,314,977 Common Units, comprised of 410,314,977 Common Units outstanding as of July 2, 2018 and 50,000,000 Common Units to be issued upon exercise of the warrants beneficially owned by Brookfield TK TOLP L.P.

 

4


 

CUSIP No.   Y8565J 10 1

 

 

1.

Names of Reporting Persons
Brookfield Capital Partners (Bermuda) Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Bermuda

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
294,143,968

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
294,143,968

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
294,143,968^

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
63.9%*

 

 

14.

Type of Reporting Person
CO

 


^ As of the date of this Amendment, Brookfield Capital Partners (Bermuda) Ltd. beneficially owns 244,143,968 Common Units and warrants to purchase 50,000,000 additional Common Units. The 50,000,000 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 amount excludes securities of the issuer beneficially owned by Teekay Corporation and its affiliates. See Item 5.

 

* This calculation is based on 460,314,977 Common Units, comprised of 410,314,977 Common Units outstanding as of July 2, 2018 and 50,000,000 Common Units to be issued upon exercise of the warrants beneficially owned by Brookfield Capital Partners (Bermuda) Ltd.

 

5


 

CUSIP No.   Y8565J 10 1

 

 

1.

Names of Reporting Persons
BCP GP Limited

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Ontario, Canada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
294,143,968

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
294,143,968

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
294,143,968^

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
63.9%*

 

 

14.

Type of Reporting Person
CO

 


^ As of the date of this Amendment, BCP GP Limited beneficially owns 244,143,968 Common Units and warrants to purchase 50,000,000 additional Common Units. The 50,000,000 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 amount excludes securities of the issuer beneficially owned by Teekay Corporation and its affiliates. See Item 5.

 

* This calculation is based on 460,314,977 Common Units, comprised of 410,314,977 Common Units outstanding as of July 2, 2018 and 50,000,000 Common Units to be issued upon exercise of the warrants beneficially owned by BCP GP Limited.

 

6


 

CUSIP No.   Y8565J 10 1

 

 

1.

Names of Reporting Persons
Brookfield Private Equity Group Holdings LP

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Manitoba, Canada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
294,143,968

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
294,143,968

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
294,143,968^

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
63.9%*

 

 

14.

Type of Reporting Person
PN

 


^ As of the date of this Amendment, Brookfield Private Equity Group Holdings LP beneficially owns 244,143,968 Common Units and warrants to purchase 50,000,000 additional Common Units. The 50,000,000 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 amount excludes securities of the issuer beneficially owned by Teekay Corporation and its affiliates. See Item 5.

 

* This calculation is based on 460,314,977 Common Units, comprised of 410,314,977 Common Units outstanding as of July 2, 2018 and 50,000,000 Common Units to be issued upon exercise of the warrants beneficially owned by Brookfield Private Equity Group Holdings LP.

 

7


 

CUSIP No.   Y8565J 10 1

 

 

1.

Names of Reporting Persons
Brookfield Private Equity Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Ontario, Canada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
294,143,968

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
294,143,968

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
294,143,968^

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
63.9%*

 

 

14.

Type of Reporting Person
CO

 


^ As of the date of this Amendment, Brookfield Private Equity Inc. beneficially owns 244,143,968 Common Units and warrants to purchase 50,000,000 additional Common Units. The 50,000,000 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 amount excludes securities of the issuer beneficially owned by Teekay Corporation and its affiliates. See Item 5.

 

* This calculation is based on 460,314,977 Common Units, comprised of 410,314,977 Common Units outstanding as of July 2, 2018 and 50,000,000 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. 2 (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 (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 July 2, 2018, there were 410,314,977 Common Units of the Issuer outstanding.

 

Item 2.                                 Identity and Background

 

Item 2(a) of the Original Schedule 13D is hereby amended and restated in its entirety, with effect from the date of the event giving rise to this Amendment, as follows:

 

(a) This Amendment is being filed jointly on behalf of the following persons (collectively, the Reporting Persons):

 

(i) Partners Limited, a corporation formed under the laws of Ontario, Canada (Partners Limited);

 

(ii) Brookfield Asset Management Inc., a corporation formed under the laws of Ontario, Canada (BAM);

 

(iii) Brookfield Private Equity Inc., a corporation formed under the laws of Ontario, Canada (BPE).

 

(iv) Brookfield Private Equity Group Holdings LP, a Manitoba limited partnership (BF Holdings);

 

(v) BCP GP Limited, a corporation formed under the laws of Ontario, Canada (BCP GP);

 

(vi) Brookfield Capital Partners (Bermuda) Ltd., a corporation formed under the laws of Bermuda (Brookfield Capital Partners); and

 

(vii) Brookfield TK TOLP L.P., a limited partnership formed under the laws of Bermuda (Brookfield TOLP).

 

175,207 of the Common Units and 675,000 warrants to purchase Common Units (Warrants) reported herein as being beneficially owned by Partners Limited and BAM are held by investment funds (the BIM Funds) that are managed by Brookfield Investment Management Inc. (BIM). Since BIM manages such funds, it may be deemed to beneficially own such Common Units and Warrants. Since BIM is a subsidiary of BAM, BAM may also be deemed to beneficially own all of such Common Units and Warrants. Partners Limited holds 85,120 Class B Limited Voting Shares of BAM, representing 100% of such shares, and 867,495 Class A Limited Voting Shares of BAM, representing approximately 0.1% of such shares. As a result, Partners Limited may also be deemed to beneficially own such Common Units and Warrants held by the BIM Funds. For the avoidance of doubt, neither BIM, nor the BIM Funds, have entered into the agreements with affiliates of Teekay Corporation referred to in the Transactions.

 

244,000,000 Common Units and 50,000,000 Warrants reported herein are directly held by Brookfield TOLP. 143,968 Common Units reported herein are directly held by Brookfield Asset Management Private Institutional Capital Advisors (Private Equity) L.P. (Brookfield Private Institutional). Brookfield TOLP and Brookfield Private Institutional are controlled by their general partner, Brookfield Capital Partners. Brookfield Capital Partners is controlled by its sole shareholder, BCP GP. BCP GP is controlled by its sole shareholder, BF Holdings. BF Holdings is controlled by its general partner, BPE. BPE is controlled by its sole shareholder, BAM. As a result, Brookfield Capital Partners, BCP GP, BF Holdings, BPE, BAM and Partners Limited may also be deemed to beneficially own the Common Units and Warrants directly held by Brookfield TOLP and Brookfield Asset Private Institutional.

 

Item 3.                                 Source and Amount of Funds or Other Consideration

 

Item 3 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 July 2, 2018, Brookfield TOGP exercised its option to acquire an additional 2% of the limited liability company interests in

 

9


 

the Teekay Offshore General Partner and, in exchange, assigned 1,000,000 Warrants to an affiliate of Teekay Corporation. Brookfield TOGP now owns 51% of the limited liability company interests in the Teekay Offshore General Partner.

 

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 March 31, 2018, the Partnership entered into an 18-month $125.0 million unsecured revolving credit facility, of which $25.0 million is being provided by Teekay Corporation and $100.0 million is being provided by Brookfield Business Partners L.P., together with institutional partners. Brookfield Business Partners L.P., an affiliate of the Reporting Persons, acts as administrative agent of the $125.0 million facility. The $125.0 million facility was fully drawn as of June 22, 2018.

 

On July 2, 2018, Brookfield TOLP purchased $500 million of 8.5% Senior Notes due 2023 issued by the Partnership and Teekay Offshore Finance Corp. The net proceeds of this offering were used, in part, to repay at par an outstanding $200 million 10% promissory note of the Partnership held by Brookfield TOLP and make an associated $12 million make-whole payment.

 

On July 2, 2018, Brookfield TOGP exercised its option to acquire an additional 2% of the limited liability company interests in the Teekay Offshore General Partner and, in exchange, assigned 1,000,000 Warrants to an affiliate of Teekay Corporation. As a result of Brookfield TOGP exercising its option, Brookfield TOGP now owns 51% of the limited liability company interests in the Teekay Offshore General Partner and has the ability to appoint a majority of the members of the board of directors of Teekay Offshore General Partner. Brookfield TOGP is controlled by its general partner, Brookfield Capital Partners.

 

Item 5.                                 Interest in Securities of the Issuer

 

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety, with effect from the date of the event giving rise to this Amendment, as follows:

 

(a)                                 As of the date of this Amendment, the aggregate number and percentage of Common Units of the Issuer, including the Warrants on an as-exercised basis, beneficially owned by the BIM Funds is 850,207 Common Units, constituting approximately 0.2% of the 410,989,977 Common Units, comprised of 410,314,977 Common Units outstanding as of July 2, 2018 and 675,000 Common Units to be issued upon exercise of the Warrants beneficially owned by the BIM Funds. Since BIM manages such funds, it may be deemed to beneficially own such Common Units and Warrants. Since BIM is a subsidiary of BAM, BAM may also be deemed to beneficially own all of such Common Units and Warrants. Partners Limited holds 85,120 Class B Limited Voting Shares of BAM, representing 100% of such shares, and 867,495 Class A Limited Voting Shares of BAM, representing approximately 0.1% of such shares. As a result, Partners Limited may also be deemed to beneficially own such Common Units and Warrants. For the avoidance of doubt, neither BIM, nor the BIM Funds, have entered into the agreements with affiliates of Teekay Corporation referred to in the following two paragraphs.

 

As of the date of this Amendment, Brookfield TOLP directly holds 244,000,000 Common Units and 50,000,000 Warrants and Brookfield Private Institutional directly holds 143,968 Common Units. Brookfield Capital Partners is the general partner of Brookfield TOLP and Brookfield Private Institutional. Brookfield Capital Partners is controlled by its sole shareholder, BCP GP. BCP GP is controlled by its sole shareholder, BF Holdings. BF Holdings is controlled by its general partner, BPE. BPE is controlled by its sole shareholder, BAM. As a result, Brookfield Capital Partners, BCP GP, BF Holdings, BPE, BAM and Partners Limited may also be deemed to beneficially own the Common Units and Warrants held by Brookfield TOLP and Brookfield Private Institutional.

 

Upon the closing of the Transactions, Brookfield TOLP and Brookfield TOGP entered into agreements with affiliates of Teekay Corporation providing certain governance and other rights with respect to the Partnership. See Item 6 below. Based on such agreements, the Reporting Persons and Teekay Corporation and/or its affiliates (collectively, Teekay) may be deemed to have formed a group within the meaning of Section 13(d)(5) of the Securities Exchange Act of 1934, as amended. Teekay has informed the Reporting Persons that Teekay beneficially owns 56,587,484 Common Units, representing 13.8% of the outstanding Common Units of the Issuer, which excludes 15,500,000

 

10


 

Warrants that are not currently exercisable but will become 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. Including the Common Units underlying the 15,500,000 Warrants, Teekay would beneficially own 72,087,484 Common Units, representing 16.9% of the outstanding Common Units of the Issuer. Partners Limited, BAM and Teekay, collectively, may be deemed to beneficially own 367,081,660 Common Units of the Issuer, constituting approximately 77.0% of the 476,489,977 Common Units, comprised of 410,314,977 Common Units outstanding as of July 2, 2018 and 66,175,000 Common Units to be issued upon exercise of the Warrants beneficially owned by such entities. BPE, BF Holdings, BCP GP and Brookfield Capital Partners and Teekay, collectively, may be deemed to beneficially own 366,231,452 Common Units of the Issuer, constituting approximately 77.0% of the 475,814,977 Common Units, comprised of 410,314,977 Common Units outstanding as of July 2, 2018 and 65,500,000 Common Units to be issued upon exercise of the Warrants beneficially owned by such entities. Brookfield TOLP and Teekay, together, may be deemed to beneficially own 366,087,484 Common Units of the Issuer, constituting approximately 76.9% of the 475,814,977 Common Units, comprised of 410,314,977 Common Units outstanding as of July 2, 2018 and 65,500,000 Common Units to be issued upon exercise of the Warrants beneficially owned by such entities. The Reporting Persons expressly disclaim beneficial ownership of the securities beneficially owned by Teekay.

 

(b)                                 Partners Limited and BAM have shared voting power and shared dispositive power over the Common Units and Warrants held by the BIM Funds. Partners Limited, BAM, BPE, BF Holdings, BCP GP, Brookfield Capital Partners and Brookfield TOLP have shared voting power and shared dispositive power over the Common Units and Warrants held by Brookfield TOLP. Partners Limited, BAM, BPE, BF Holdings, BCP GP, Brookfield Capital Partners and Brookfield Private Institutional have shared voting power and shared dispositive power over the Common Units held by Brookfield Private Institutional.

 

(c)                                  Other than as described herein, Reporting Persons have not effected any transactions in (i) the Common Units or (ii) warrants for the purchase of Common Units during the past 60 days.

 

(d)                                 The Reporting Persons have the right to receive distributions from, or proceeds from the sale of, the Common Units and Warrants reported herein. Except as set forth in the preceding sentence, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Persons.

 

(e)                                  Not applicable.

 

Item 6.                                 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

Item 6 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 March 13, 2018, the Issuer granted to Brookfield Private Institutional 143,968 Common Units as part of the 2017 and 2018 director compensation payable to directors appointed by Brookfield TOGP.

 

On March 31, 2018, the Partnership entered into an 18-month $125.0 million unsecured revolving credit facility, of which $25.0 million is being provided by Teekay Corporation and $100.0 million is being provided by Brookfield Business Partners L.P., together with institutional partners. Brookfield Business Partners L.P., an affiliate of the Reporting Persons, acts as administrative agent of the $125.0 million facility. The $125.0 million facility was fully drawn as of June 22, 2018.

 

On July 2, 2018, Brookfield TOLP purchased $500 million of 8.5% Senior Notes due 2023 issued by the Partnership and Teekay Offshore Finance Corp. The net proceeds of this offering were used, in part, to repay at par an outstanding $200 million 10% promissory note of the Partnership held by Brookfield TOLP and make an associated $12 million make-whole payment.

 

The information provided in Items 3 and 4 above is hereby incorporated by reference into this Item 6.

 

11


 

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: July 9, 2018

 

 

 

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

 

12


 

 

 

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/ Gregory E A Morrison

 

 

Name:

Gregory E A Morrison

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

 

BROOKFIELD TK TOLP L.P., BY ITS GENERAL PARTNER, BROOKFIELD CAPITAL PARTNERS (BERMUDA) LTD.

 

 

 

 

 

 

 

 

 

By:

/s/ Gregory E A Morrison

 

 

Name:

Gregory E A Morrison

 

 

Title:

Director

 

13


 

SCHEDULE I

 

PARTNERS LIMITED

 

Directors and Executive Officers

 

Name and Position of
Officer or Director

 

Principal Business Address

 

Principal Occupation or
Employment

 

Citizenship

 

 

 

 

 

 

 

Jack L. Cockwell, Director and Chairman

 

51 Yonge Street, Suite 400,
Toronto, Ontario M5E 1J1,
Canada

 

Corporate Director

 

Canada

 

 

 

 

 

 

 

David W. Kerr, Director

 

51 Yonge Street, Suite 400,
Toronto, Ontario M5E 1J1,
Canada

 

Chairman of Halmont Properties Corp.

 

Canada

 

 

 

 

 

 

 

Brian D. Lawson, Director and President

 

181 Bay Street, Brookfield
Place, Suite 300 Toronto,
Ontario M5J 2T3, Canada

 

Senior Managing Partner and Chief Financial Officer of BAM

 

Canada

 

 

 

 

 

 

 

George E. Myhal, Director

 

181 Bay Street, Brookfield
Place, Suite 210, Toronto,
Ontario M5J 2T3, Canada

 

President and CEO of Partners Value Investments Inc.

 

Canada

 

 

 

 

 

 

 

Timothy R. Price, Director

 

51 Yonge Street, Suite 400
Toronto, Ontario M5E 1J1,
Canada

 

Chairman of Brookfield Funds

 

Canada

 

 

 

 

 

 

 

Tony E. Rubin, Treasurer

 

51 Yonge Street, Suite 400
Toronto, Ontario M5E 1J1,
Canada

 

Accountant

 

Canada

 

 

 

 

 

 

 

Lorretta Corso, Secretary

 

181 Bay Street, Brookfield
Place, Suite 300, Toronto,
Ontario M5J 2T3, Canada

 

Corporate Secretarial Administrator of BAM

 

Canada

 

14


 

SCHEDULE II

 

BROOKFIELD ASSET MANAGEMENT INC.

 

Directors and Executive Officers

 

Name and Position of
Officer or Director

 

Principal Business Address

 

Principal Occupation or
Employment

 

Citizenship

 

 

 

 

 

 

 

M. Elyse Allan, Director

 

2300 Meadowvale Road,
Mississauga, Ontario,
L5N 5P9, Canada

 

President and Chief Executive Officer of General Electric Canada Company Inc.

 

Canada

 

 

 

 

 

 

 

Jeffrey M. Blidner, Senior Vice Chairman

 

181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3,
Canada

 

Vice Chairman of BAM

 

Canada

 

 

 

 

 

 

 

Angela F. Braly, Director

 

832 Alverna Drive,
Indianapolis, Indiana
46260

 

President & Founder of The Braly Group, LLC

 

U.S.A.

 

 

 

 

 

 

 

Jack L. Cockwell, Director

 

51 Yonge Street, Suite
400, Toronto, Ontario
M5E 1J1, Canada

 

Corporate Director

 

Canada

 

 

 

 

 

 

 

Marcel R. Coutu, Director

 

335 8th Avenue SW,
Suite 1700, Calgary,
Alberta T2P 1C9, Canada

 

Former President and Chief Executive Officer of Canadian Oil Sands Limited

 

Canada

 

 

 

 

 

 

 

Maureen Kempston Darkes, Director

 

181 Bay Street, Suite 300
Toronto, Ontario M5J
2T3, Canada

 

Corporate Director and former President, Latin America, Africa and Middle East of General Motors Corporation

 

Canada

 

 

 

 

 

 

 

Murilo Ferreira, Director

 

Rua General
Venâncio Flores, 50 Cob. 01
Leblon, Rio De Janeiro
RJ 22441-090

 

Former Chief Executive Officer, Vale SA

 

Brazil

 

15


 

J. Bruce Flatt, Director and Senior Managing Partner and Chief Executive Officer

 

181 Bay Street, Suite 300,
Toronto, Ontario M5J 2T3,
Canada

 

Senior Managing Partner and Chief Executive Officer of BAM

 

Canada

 

 

 

 

 

 

 

Robert J. Harding, Director

 

181 Bay Street, Suite 300,
Brookfield Place, Toronto,
Ontario M5J 2T3, Canada

 

Past Chairman of BAM

 

Canada

 

 

 

 

 

 

 

David W. Kerr, Director

 

51 Yonge Street, Suite
400, Toronto, Ontario
M5E 1J1, Canada

 

Chairman of Halmont Properties Corp.

 

Canada

 

 

 

 

 

 

 

Brian W. Kingston, Senior Managing Partner

 

250 Vesey St., 15 Floor
New York, New York
10281

 

Senior Managing Partner of BAM

 

Canada

 

16


 

Name and Position of
Officer or Director

 

Principal Business Address

 

Principal Occupation or
Employment

 

Citizenship

 

 

 

 

 

 

 

Brian D. Lawson, Senior Managing Partner and Chief Financial Officer

 

181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3,
Canada

 

Senior Managing Partner and Chief Financial Officer of BAM

 

Canada

 

 

 

 

 

 

 

Cyrus Madon, Senior Managing Partner

 

181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3,
Canada

 

Senior Managing Partner of BAM

 

Canada

 

 

 

 

 

 

 

Frank J. McKenna, Director

 

TD Bank Group, P.O. Box
1, TD Centre, 66
Wellington St. West, 4th
Floor, TD Tower,
Toronto, Ontario M5K
1A2, Canada

 

Chair of BAM and Deputy Chair of TD Bank Group

 

Canada

 

 

 

 

 

 

 

Rafael Miranda, Director

 

C/Santiago de
Compostela 100
28035 Madrid, Spain

 

Former Chief Executive Officer, Endesa S.A.

 

Spain

 

 

 

 

 

 

 

Youssef A. Nasr, Director

 

P.O. Box 16 5927, Beirut,
Lebanon

 

Corporate Director and former Chairman and CEO of HSBC Middle East Ltd. and former President of HSBC Bank Brazil

 

Lebanon and Canada

 

 

 

 

 

 

 

Lord Augustine Thomas ODonnell, Director

 

P.O. Box 1, TD Centre, 66
Wellington St. W., 4th
Floor, TD Tower
Toronto, Ontario
M5K 1A2, Canada

 

Chairman of Frontier Economics

 

United Kingdom

 

 

 

 

 

 

 

Samuel J.B. Pollock, Senior Managing Partner

 

181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada

 

Senior Managing Partner of BAM

 

Canada

 

 

 

 

 

 

 

Ngee Huat Seek, Director

 

501 Orchard Road,
#08 - 01 Wheelock Place,
Singapore 238880.

 

Former Chairman of the Latin American Business Group, Government of Singapore Investment Corporation

 

Singapore

 

17


 

Diana L. Taylor, Director

 

Solera Capital L.L.C
625 Madison Avenue,
3rd Floor, New York, N.Y.
10022

 

Vice Chair of Solera Capital LLC

 

U.S.A.

 

 

 

 

 

 

 

A.J. Silber, Vice-President,
Legal Affairs and Corporate Secretary

 

181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3,
Canada

 

Vice-President, Legal Affairs and Corporate Secretary of BAM

 

Canada

 

18


 

SCHEDULE III

 

BROOKFIELD PRIVATE EQUITY INC.

 

Directors and Executive Officers

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation
or Employment

 

Citizenship

A.J. Silber, Director

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Vice-President, Legal Affairs and Corporate Secretary of BAM

 

Canada

 

 

 

 

 

 

 

David Grosman, Director and Senior Vice President

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Director and Senior Vice President of BAM entities

 

Canada

 

 

 

 

 

 

 

Jaspreet Dehl, Director, Managing Director and Secretary

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Director, Managing Director and Secretary of BAM entities

 

Canada

 

 

 

 

 

 

 

Cyrus Madon, Senior Managing Partner

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Senior Managing Partner of BAM entities

 

Canada

 

 

 

 

 

 

 

Joseph Freedman, Senior Vice Chairman

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Senior Vice Chairman of BAM entities

 

Canada

 

 

 

 

 

 

 

David Nowak, Managing Partner

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Managing Partner of BAM entities

 

Canada

 

 

 

 

 

 

 

Ryan Szainwald, Senior Vice President

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Senior Vice President of BAM entities

 

Canada

 

19


 

SCHEDULE IV

 

BCP GP LIMITED

 

Directors and Executive Officers

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation
or Employment

 

Citizenship

A.J. Silber, Director

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Vice-President, Legal Affairs and Corporate Secretary of BAM

 

Canada

 

 

 

 

 

 

 

David Grosman, Director and Senior Vice President

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Director and Senior Vice President of BAM entities

 

Canada

 

 

 

 

 

 

 

Jaspreet Dehl, Director, Managing Director and Secretary

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Director, Managing Director and Secretary of BAM entities

 

Canada

 

 

 

 

 

 

 

Cyrus Madon, Senior Managing Partner

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Senior Managing Partner of BAM entities

 

Canada

 

 

 

 

 

 

 

Joseph Freedman, Senior Vice Chairman

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Senior Vice Chairman of BAM entities

 

Canada

 

 

 

 

 

 

 

David Nowak, Managing Partner

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Managing Partner of BAM entities

 

Canada

 

 

 

 

 

 

 

Jim Reid, Managing Partner

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Managing Partner of BAM entities

 

Canada

 

 

 

 

 

 

 

Ryan Szainwald, Senior Vice President

 

181 Bay Street, Suite
300 Toronto, Ontario
M5J 2T3, Canada

 

Senior Vice President of BAM entities

 

Canada

 

20


 

SCHEDULE V

 

BROOKFIELD CAPITAL PARTNERS (BERMUDA) LTD.

 

Directors and Executive Officers

 

Name and Position of
Officer or Director

 

Principal Business
Address

 

Principal Occupation
or Employment

 

Citizenship

Gregory N McConnie, Director and Vice President

 

Rendezvous Corporate Center, 2nd Floor
Rendezvous
Christ Church
Barbados BB15131

 

Director and Vice President

 

Barbados

 

 

 

 

 

 

 

Gregory E A Morrison, Director and President

 

73 Front Street, 5th Floor
Hamilton HM 12
Bermuda

 

Director and President

 

Canada

 

 

 

 

 

 

 

James A Bodi, Director

 

Canons Court
22 Victoria Street
Hamilton
HM 12
Bermuda

 

Director

 

Canada

 

 

 

 

 

 

 

Alison Dyer-Fagundo, Alternate Director to James A Bodi

 

Canons Court
22 Victoria Street
Hamilton
HM 12
Bermuda

 

Alternate Director to James A Bodi

 

Canada

 

 

 

 

 

 

 

Kerry-Ann Cato, Alternate Director to Gregory N McConnie and Vice President

 

Rendezvous Corporate Center, 2nd Floor
Rendezvous
Christ Church
Barbados BB15131

 

Alternate Director to Gregory N McConnie and Vice President

 

Canada

 

 

 

 

 

 

 

Terry Veronica Gittens, Alternate Director to Gregory E A Morrison/ Vice President

 

Rendezvous Corporate Center, 2nd Floor
Rendezvous
Christ Church
Barbados BB15131

 

Alternate Director to Gregory E A Morrison/ Vice President

 

Barbados

 

 

 

 

 

 

 

 

21


 

Sherry Millar, Vice President

 

Rendezvous Corporate Center, 2nd Floor
Rendezvous
Christ Church
Barbados BB15131

 

Vice President

 

Canada

 

 

 

 

 

 

 

Jane Sheere, Secretary

 

73 Front Street
5th Floor
Hamilton HM 12
Bermuda

 

Secretary

 

United Kingdom

 

 

 

 

 

 

 

Anna Knapman-Scott, Assistant Secretary

 

73 Front Street
5th Floor
Hamilton HM 12
Bermuda

 

Assistant Secretary

 

United Kingdom

 

22