Obligation Teekay Corp 8.5% ( US87900YAA10 ) en USD

Teekay Corp

99.68 % ⇌

Etas-Unis

US87900YAA10 ( en USD )

8.5% par an ( paiement semestriel )

14/01/2020 - Obligation échue

Prospectus brochure de l'obligation Teekay Corp US87900YAA10 en USD 8.5%, échue

2 000 USD

650 000 000 USD

87900YAA1

N/A

L'Obligation émise par Teekay Corp ( Etas-Unis ) , en USD, avec le code ISIN US87900YAA10, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2020

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File Pursuant to Rule 424(B)(5)
Registration No. 333-164315

Prospectus

Teekay Corporation

$450,000,000
8.500% Senior Notes due 2020

Interest payable January 15 and July 15

We are offering $450,000,000 aggregate principal amount of 8.500% Senior Notes due 2020. The notes
will mature on January 15, 2020. Interest on the notes will accrue from January 27, 2010 and be
payable on January 15 and July 15 of each year, commencing on July 15, 2010.

We may redeem some or all of the notes at any time or from time to time at a redemption price that
includes a "make-whole" premium, as described under the caption "Description of notes--Optional
redemption." We may also redeem up to 35% of the notes prior to January 15, 2013 with cash proceeds
we receive from certain equity offerings. At your option, we may be required to repurchase the notes in
whole or in part upon a "change of control triggering event," as described under the caption "Description
of notes--Covenants--Repurchase of notes upon a change of control triggering event."

The notes will be our senior unsecured obligations and will rank equally with our other unsecured and
unsubordinated debt from time to time outstanding. The notes will not be guaranteed by any of our
subsidiaries. The notes will effectively rank behind all of our existing and future secured debt, to the
extent of the value of the assets securing such debt. We are a holding company and the notes will
effectively rank behind all existing and future debt and other liabilities of our subsidiaries.

Investing in the notes involves risks. You should carefully consider each of the factors
described under "Risk factors" beginning on page 29 of this prospectus before you invest in the
notes.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Proceeds, before

Public offering price(1)
Underwriting discount
expenses, to Teekay

Per note

99.181 %

1.736 %

97.445 %
Total

$ 446,314,500
$ 7,812,000
$ 438,502,500

(1) Plus accrued interest, if any, from January 27, 2010.

The notes will not be listed on any securities exchange. Currently, there is no public market for the
notes.

We expect that delivery of the notes to purchasers will be made on or about January 27, 2010 in book-
entry form through The Depository Trust Company for the account of its participants, including
Euroclear Bank, S.A./N.V. and Clearstream Banking, société anonyme.

Joint book-running managers

J.P. Morgan
Citi
Deutsche Bank Securities

Co-managers

BNP PARIBAS
DnB NOR Markets
ING Wholesale
Scotia Capital

The date of this prospectus is January 15, 2010.
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You should rely only on the information contained in this prospectus and the
documents incorporated by reference herein and any related free writing prospectus.
We have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. We
are not, and the underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should not assume that the
information contained in this prospectus is accurate as of any date other than the date
on the front of this prospectus.

Table of contents

Page

Forward-looking statements

ii
Summary

1
Risk factors

29
Use of proceeds

51
Ratio of earnings to fixed charges

52
Capitalization

53
Selected historical consolidated financial and operating data

55
Management's discussion and analysis of financial condition and results of
operations

60
Business
128
Management
165
Certain relationships and related party transactions
169
Description of other indebtedness
176
Description of notes
180
Certain United States federal income tax considerations
203
Non-United States tax considerations
207
Investment by employee benefit plans
207
Underwriting
209
Service of process and enforcement of civil liabilities
212
Legal matters
212
Experts
212
Where you can find more information
213
Incorporation of documents by reference
213
Industry and market data
214
Expenses
215
Glossary of terms
A-1
Index to financial statements
F-1

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Forward-looking statements

All statements, other than statements of historical fact, included in or incorporated by
reference into this prospectus are forward-looking statements. In addition, we and our
representatives may from time to time make other oral or written statements that are also
forward-looking statements. Such statements include, in particular, statements about our
plans, strategies, business prospects, changes and trends in our business, and the markets
in which we operate. In some cases, you can identify the forward-looking statements by the
use of words such as "may," "will," "could," "should," "would," "expect," "plan," "anticipate,"
"intend," "forecast," "believe," "estimate," "predict," "propose," "potential," "continue" or the
negative of these terms or other comparable terminology.

Forward-looking statements in this prospectus or incorporated by reference herein include,
among others, statements about the following matters:

· our future financial condition or results of operations and future revenues and expenses;

· tanker market conditions and fundamentals, including the balance of supply and demand in
these markets and spot tanker charter rates and oil production;

· offshore, liquefied natural gas (or LNG) and liquefied petroleum gas (or LPG) market
conditions and fundamentals, including the balance of supply and demand in these
markets;

· our future growth prospects;

· our expected benefits from the OMI acquisition;

· the sufficiency of our working capital for short-term liquidity requirements;

· future capital expenditure commitments and the financing requirements for such
commitments;

· delivery dates of and financing for newbuildings, and the commencement of service of
newbuildings under long-term time-charter contacts;

· potential newbuilding order cancellations;

· construction and delivery delays in the tanker industry generally;

· the future valuation of goodwill;

· the adequacy of restricted cash deposits to fund capital lease obligations;

· our compliance with covenants under our credit facilities;

· our ability to fulfill our debt obligations;

· compliance with financing agreements and the expected effect of restrictive covenants in
such agreements;

· declining market values of our vessels and the effect on our liquidity;

· operating expenses, availability of crew and crewing costs, number of off-hire days,
drydocking requirements and durations and the adequacy and cost of insurance;

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· our ability to capture some of the value from the volatility of the spot tanker market and
from market imbalances by utilizing forward freight agreements;

· the ability of the counterparties to our derivative contracts to fulfill their contractual
obligations;

· our ability to maximize the use of our vessels, including the re-deployment or disposition of
vessels no longer under long-term contracts;

· the cost of, and our ability to comply with, governmental regulations and maritime self-
regulatory organization standards applicable to our business;

· the impact of future regulatory changes or environmental liabilities;

· taxation of our company and of distributions to our stockholders;

· the expected life-spans of our vessels;

· the expected impact of heightened environmental and quality concerns of insurance
underwriters, regulators and charterers;

· anticipated funds for liquidity needs and the sufficiency of cash flows;

· our hedging activities relating to foreign exchange, interest rate, spot market and bunker
fuel risks;

· the effectiveness of our risk management policies and procedures and the ability of the
counterparties to our derivative contracts to fulfill their contractual obligations;

· the potential for additional revenue from our Petrojarl Varg FPSO contract based on
volume of oil produced;

· the growth of global oil demand;

· the recent economic downturn and financial crisis in the global market, including
disruptions in the global credit and stock markets, and potential negative effects of any
reoccurrence of such disruptions on our customers' ability to charter our vessels and pay
for our services;

· our exemption from tax on our U.S. source international transportation income;

· results of our discussions with certain customers to adjust the rate under our floating
production, storage and offloading contracts;

· our ability to competitively pursue new floating production, storage and offloading projects;

· our competitive positions in our markets;

· our business strategy and other plans and objectives for future operations; and

· our ability to pay dividends on our common stock.

These and other forward-looking statements are subject to risks, uncertainties and
assumptions, including those risks discussed in "Risk factors" below and those risks
discussed in other reports we file with the SEC and that are incorporated in this prospectus
by reference, including, without limitation, our Annual Report on Form 20-F for the year
ended December 31, 2008 and our Report on Form 6-K for the period ended September 30,
2009. The risks, uncertainties and

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assumptions involve known and unknown risks and are inherently subject to significant
uncertainties and contingencies, many of which are beyond our control.

Forward-looking statements are made based upon management's current plans,
expectations, estimates, assumptions and beliefs concerning future events affecting us and,
therefore, involve a number of risks and uncertainties, including those risks discussed in
"Risk factors," and the documents incorporated by reference herein. We caution that forward-
looking statements are not guarantees and that actual results could differ materially from
those expressed or implied in the forward-looking statements.

We undertake no obligation to update any forward-looking statement to reflect events or
circumstances after the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not possible for us to
predict all of these factors. Further, we cannot assess the effect of each such factor on our
business or the extent to which any factor, or combination of factors, may cause actual
results to be materially different from those contained in any forward-looking statement.

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Summary

The following summary highlights selected information contained elsewhere in this
prospectus and the documents incorporated by reference herein and does not contain
all the information that you should consider before deciding whether to invest in the
notes. For a more complete understanding of Teekay Corporation and this offering of
notes, we encourage you to carefully read this entire prospectus and the other
documents incorporated by reference herein. Unless otherwise indicated or the context
otherwise requires, references in this prospectus to "Teekay," "we," "us" and "our" and
similar terms refer to Teekay Corporation and/or one or more of its subsidiaries, except
that those terms, when used in this prospectus in connection with the notes described
herein, shall mean specifically Teekay Corporation. References in this prospectus to
"Teekay Parent" refer to the assets, liabilities, results of operations and cash flows of
Teekay Corporation and its non-publicly traded subsidiaries, which is explained in
further detail on page 22 in "--Summary financial and operating data." Financial and
operating data of Teekay Parent are not calculated or presented in accordance with
generally accepted accounting principles in the United States (or GAAP). Unless
otherwise indicated, all references in this prospectus to "dollars" and "$" are to, and
amounts are presented in, U.S. Dollars, and financial information presented in this
prospectus is prepared in accordance with GAAP. References in this prospectus to
"independent" fleet owners or operators mean companies other than private or state
controlled entities that operate their own fleets. Unless otherwise indicated, we include
as long-term contracts those with an initial term of at least three years.

Overview

We are a leading provider of international crude oil and gas marine transportation
services, and transport approximately 10% of the world's seaborne oil, primarily under
long-term, fixed-rate contracts. We also offer offshore floating oil production, storage
and off-loading services. With an owned and in-chartered fleet of 158 vessels
(including 11 newbuildings), offices worldwide and approximately 6,300 seagoing and
shore-based employees, we provide comprehensive marine services to the world's
leading oil and gas companies, helping them link their upstream energy production to
their downstream operations.

We are a market leader in each of the segments in which we operate. We are the third
largest independent owner of liquefied natural gas (or LNG) carriers, with a fleet of
19 vessels (including four newbuildings) in addition to six liquefied petroleum gas (or
LPG) carriers (including three LPG newbuildings). With a fleet of 39 shuttle tankers
(including four newbuildings), we are the world's largest independent owner and
operator of shuttle tankers and control over 50% of the worldwide shuttle tanker fleet.
We are also one of the largest owners and operators of floating production, storage
and off-loading (or FPSO) units in the North Sea, with four owned units currently
operating in that region, in addition to a fifth owned FPSO unit operating off the coast of
Brazil. During 2009, our FPSO units produced an average of approximately
95,000 barrels of oil per day under long-term contracts. With our fleet of 83 crude oil
and petroleum product tankers, we are the largest owner and operator of mid-size
conventional oil tankers. For the 12 months ended September 30, 2009, our total fleet
generated revenues of approximately $2.4 billion, net revenues of approximately
$2.0 billion, net loss of approximately $560.4 million and Adjusted EBITDA of
$617.2 million. Please read "--Summary financial and operating data" for
reconciliations of our revenues to net revenues and of our net loss to Adjusted
EBITDA.

Our customers include major international oil, energy and utility companies such as BP
plc, Chevron Corporation, ConocoPhillips, ExxonMobil Corporation, Petroleo Brasileiro
S.A. (or Petrobras), Ras

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Laffan Liquified Natural Gas Company Ltd. (a joint venture between ExxonMobil
Corporation and the Government of Qatar), Repsol YPF S.A., Shell, Statoil ASA,
Talisman Energy, Inc. and Total S.A. We believe that customers partner with us for
logistically complex projects under long-term, fixed-rate contracts due to our extensive
capabilities, diverse service offerings, global operations platform, financial stability and
high quality fleet and customer service. As of December 31, 2009, 37 of our contracts
with customers exceeded 10 years in duration, excluding options to extend.

Over the past decade, we have transformed from being primarily an owner of ships in
the cyclical spot tanker sector to being a diversified supplier of logistics services in the
"Marine Midstream" sector. This transformation has included, among other things:

· Our entry into the LNG and LPG shipping sectors and into the offshore oil production,
storage and transportation sectors;

· The reorganization of certain of our assets through our formation of three publicly-
traded subsidiaries, which are focused on growing specific core operating segments
and have expanded our investor base and access to the capital markets; and

· Expansion of our fixed-rate businesses. For the 12 months ended September 30,
2009, net revenues from fixed-rate contracts with an initial term of at least three years
represented 69% of our total net revenues, compared to 41% of total net revenues in
2003. For the 12 months ended September 30, 2009, net revenues from fixed-rate
contracts with an initial term of at least one year represented approximately 75% of
our total net revenues. As of December 31, 2009, we had under contract a total of
approximately $11.5 billion of forward, fixed-rate revenue, with a weighted-average
remaining term of approximately 10.3 years (excluding options to extend).

Our three publicly-traded subsidiaries include: Teekay LNG Partners L.P. (NYSE: TGP)
(or Teekay LNG), which we formed in 2005 and primarily operates in the LNG and LPG
shipping sectors; Teekay Offshore Partners L.P. (NYSE: TOO) (or Teekay Offshore),
which we formed in 2006 and primarily operates in the offshore oil production, storage
and transportation sectors; and Teekay Tankers Ltd. (NYSE: TNK) (or Teekay
Tankers), which we formed in 2007 and engages in the conventional tanker business.
Teekay Parent, which essentially includes all our operations other than those of our
publicly-traded subsidiaries, manages substantially all of the vessels in the total Teekay
fleet and itself owns or in-charters a fleet of 65 vessels (including eight newbuildings),
comprised of 52 conventional tankers, four FPSO units and one floating storage and
offtake (or FSO) unit.

Through our flexible corporate structure, we have access to the debt and equity capital
markets to grow each of our core businesses. Through vessel sales by Teekay Parent
to its publicly-traded subsidiaries and public equity financing of such acquisitions by
those subsidiaries, Teekay Parent reduced its net debt during the 12 months ended
September 30, 2009 by approximately $300 million. In November 2009, Teekay Parent
further reduced its net debt by repaying $160 million under one of its revolving credit
facilities, using funds repaid to it by Teekay Offshore. As our publicly-traded
subsidiaries continue to issue equity to finance their growth, structural mechanisms,
including Teekay Parent's ownership of the sole general partnership interests in
Teekay LNG and Teekay Offshore and its 100% ownership of Teekay Tankers'
supervoting Class B shares, provide Teekay Parent with a significant level of control
over these entities. Certain of Teekay's officers and directors are also officers and
directors of the publicly-traded subsidiaries or, as applicable, their general partners.
Please read "Certain relationships and related party transactions." Distributions Teekay
Parent receives from these subsidiaries as well as cash flow generated by assets
owned by Teekay Parent have further reduced its debt level. Please see "--
Organizational structure" for further information about our corporate structure.

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