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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TEEKAY LNG PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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REPUBLIC OF THE MARSHALL ISLANDS
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98-0454169 |
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(Jurisdiction of incorporation or organization)
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(I.R.S. employer identification no.) |
Bayside House, Bayside Executive Park
West Bay Street and Blake Road
P.O. Box AP-59212
Nassau, Commonwealth of the Bahamas
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which |
to be so registered
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each class is to be registered |
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Common Units representing limited
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New York Stock Exchange |
partner interests |
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of
the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
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If this form relates to the registration of a class of securities pursuant to Section 12(g) of
the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.
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Securities Act registration statement file number to which this form relates: Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act: None
EXPLANATORY NOTE
In connection with the filing of a Registration Statement on Form F-3 on September 29, 2006,
Teekay LNG Partners L.P. hereby amends the description of its common units found in Item 1 of the
Form 8-A filed April 21, 2005, to read in its entirety as set forth below. References in this
Registration Statement to Teekay LNG Partners, we, our, us or similar terms refer,
depending upon the context, to Teekay LNG Partners L.P. and/or any one or more of its subsidiaries.
Item 1. Description of Registrants Securities to be Registered.
This registration statement of Teekay LNG Partners registers our common units representing
limited partner interests. Our common units are traded on the New York Stock Exchange under the
symbol TGP. We also have other classes of partnership interests called subordinated units (which
also represent limited partner interests), general partner interests and incentive distribution
rights. Our subordinated units, general partner interests and incentive distribution rights are not
registered under the U.S. Securities Act of 1933, as amended, and are not traded on any securities
exchange.
The holders of our common units are entitled to participate in partnership distributions and
exercise the rights and privileges available to limited partners under our partnership agreement.
For a description of the rights of holders of our common units to receive partnership
distributions, please read Cash Distributions below. For a description of other rights and
privileges of holders of our common units under our partnership agreement, including voting rights,
please read Our Partnership Agreement below.
OUR PARTNERSHIP AGREEMENT
Organization and Duration
We organized on November 3, 2004 under the Marshall Islands Limited Partnership Act (or
Marshall Islands Act) and have perpetual existence.
Purpose
Our purpose under our partnership agreement is limited to serving as the sole member of our
operating company, Teekay LNG Operating L.L.C., a Marshall Islands limited liability company, and
engaging in any business activities that may be engaged in by our operating company or that are
approved by our general partner. The operating agreement of our operating company provides that it
may, directly or indirectly, engage in current operations or any other activity approved by our
general partner.
Although our general partner has the ability to cause us, the operating company or its
subsidiaries to engage in activities other than the marine transportation of liquefied natural gas
and crude oil, our general partner has no current plans to do so and may decline to do so free of
any fiduciary duty or obligation whatsoever to us or our limited partners, including any duty to
act in good faith or in the best interests of us or our limited partners. Our general partner is
authorized in general to perform all acts it determines to be necessary or appropriate to carry out
our purposes and to conduct our business.
Power of Attorney
Each limited partner, and each person who acquires a unit from another unitholder and executes
and delivers a transfer application, grants to our general partner and, if appointed, a liquidator,
a power of attorney to, among other things, execute and file documents required for our
qualification, continuance or dissolution. The power of attorney also grants our general partner
the authority to amend, and to make consents and waivers under, our partnership agreement.
Capital Contributions
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Unitholders are not obligated to make additional capital contributions, except as described
below under Limited Liability.
Voting Rights
The following matters require the unitholder vote specified below. Matters requiring the
approval of a unit majority require:
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during the subordination period, the approval of a majority of our common units,
excluding those common units held by our general partner and its affiliates, and a
majority of our subordinated units, voting as separate classes; and |
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after the subordination period, the approval of a majority of
our common units. |
Please read Cash Distributions Subordination Period below.
In voting their common and subordinated units, our general partner and its affiliates have no
fiduciary duty or obligation to us or our limited partners, including any duty to act in good faith
or in the best interests of us or our limited partners.
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Action |
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Unitholder Approval Required |
Issuance of additional units
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No approval rights. |
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Amendment of our partnership
agreement
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Certain amendments may be made by
our general partner without the
approval of our unitholders. Other
amendments generally require the
approval of a unit majority. |
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Amendment of the operating agreement of our
operating company and other action taken by us as
a member of our operating company
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Unit majority if such amendment or
other action would adversely
affect our limited partners (or
any particular class of limited
partners) in any material respect. |
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Merger of our partnership or the sale of all or
substantially all of our assets
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Unit majority. |
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Dissolution of our partnership
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Unit majority. |
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Reconstitution of our partnership upon dissolution
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Unit majority. |
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Withdrawal of our general partner
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Under most circumstances, the
approval of a majority of our
common units, excluding common
units held by our general partner
and its affiliates, is required
for the withdrawal of our general
partner prior to March 31, 2015 in
a manner which would cause a
dissolution of our partnership. |
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Removal of our general partner
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Not less than
66 2 / 3%
of our outstanding units, voting
as a single class, including units
held by our general partner and
its affiliates. |
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Transfer of the general partner interest in us
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Our general partner may transfer
all, but not less than all, of its
general partner interest in us
without a vote of unitholders to
an affiliate or another person in
connection with its merger or
consolidation with or into, or
sale of all or substantially all
of its assets to such person. The
approval of a majority of our
common units, excluding common
units held by our general partner
and its affiliates, is required in
other circumstances for a transfer
of the general partner interest to
a third party prior to March 31,
2015. |
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Transfer of incentive distribution rights
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Except for transfers to an
affiliate or another person as
part of our general partners
merger or consolidation with or
into, or sale of all or
substantially all of its assets to
such person, the approval of a
majority of our common units,
excluding common units held by our
general partner and its
affiliates, voting separately as a
class, is required in most
circumstances for a transfer of
the incentive distribution rights
to a third party prior to March
31, 2015. |
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Transfer of ownership interests in our general
partner
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No approval required at any time. |
Limited Liability
Assuming that a limited partner does not participate in the control of our business within the
meaning of the Marshall Islands Act and that he otherwise acts in conformity with the provisions of
our partnership agreement, his liability under the Marshall Islands Act will be limited, subject to
possible exceptions, to the amount of capital he is obligated to contribute to us for his common
units plus his share of any undistributed profits and assets. If it were determined, however, that
the right, or exercise of the right, by our limited partners as a group:
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to remove or replace our general partner; |
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to approve some amendments to our partnership agreement; or |
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to take other action under our partnership agreement; |
constituted participation in the control of our business for purposes of the Marshall Islands
Act, then our limited partners could be held personally liable for our obligations under the laws
of the Marshall Islands, to the same extent as our general partner. This liability would extend to
persons who transact business with us and reasonably believe that the limited partner is a general
partner. Neither our partnership agreement nor the Marshall Islands Act specifically provides for
legal recourse against our general partner if a limited partner were to lose limited liability
through any fault of our general partner. While this does not mean that a limited partner could not
seek legal recourse, we know of no precedent for this type of a claim in Marshall Islands case law.
Under the Marshall Islands Act, a limited partnership may not make a distribution to a partner
if, after the distribution, all liabilities of the limited partnership, other than liabilities to
partners on account of their partnership interests and liabilities for which the recourse of
creditors is limited to specific property of the partnership, would exceed the fair value of the
assets of the limited partnership. For the purpose of determining
the fair value of the assets of a limited partnership, the Marshall Islands Act provides that
the fair value of
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property subject to liability for which recourse of creditors is limited shall be
included in the assets of the limited partnership only to the extent that the fair value of that
property exceeds the nonrecourse liability. The Marshall Islands Act provides that a limited
partner who receives a distribution and knew at the time of the distribution that the distribution
was in violation of the Marshall Islands Act shall be liable to the limited partnership for the
amount of the distribution for three years. Under the Marshall Islands Act, an assignee of
partnership interests who becomes a limited partner of a limited partnership is liable for the
obligations of his assignor to make contributions to the partnership, except the assignee is not
obligated for liabilities unknown to him at the time he became a limited partner and that could not
be ascertained from the partnership agreement.
Maintenance of limited liability may require compliance with legal requirements in the
jurisdictions in which our operating company and its subsidiaries conduct business, which may
include qualifying to do business in those jurisdictions.
Limitations on the liability of limited partners for the obligations of a limited partner have
not been clearly established in many jurisdictions. If, by virtue of our membership interest in the
operating company or otherwise, it were determined that we were conducting business in any
jurisdiction without compliance with the applicable limited partnership or limited liability
company statute, or that the right or exercise of the right by our limited partners as a group to
remove or replace our general partner, to approve some amendments to our partnership agreement, or
to take other action under our partnership agreement constituted participation in the control of
our business for purposes of the statutes of any relevant jurisdiction, then our limited partners
could be held personally liable for our obligations under the law of that jurisdiction to the same
extent as our general partner under the circumstances. We intend to operate in a manner that our
general partner considers reasonable and necessary or appropriate to preserve the limited liability
of our limited partners.
Issuance of Additional Securities
Our partnership agreement authorizes us to issue an unlimited number of additional partnership
securities and rights to buy partnership securities for the consideration and on the terms and
conditions determined by our general partner, without the approval of our unitholders.
It is possible that we will fund acquisitions through the issuance of additional common units
or other equity securities. Holders of any additional common units we issue will be entitled to
share equally with the then-existing holders of our common units in distributions of available
cash. In addition, the issuance of additional common units or other equity securities interests may
dilute the value of the interests of the then-existing holders of our common units in our net
assets.
In accordance with Marshall Islands law and the provisions of our partnership agreement, we
may also issue additional partnership securities interests that, as determined by our general
partner, have special voting rights to which our common units are not entitled.
Upon issuance of additional partnership securities, our general partner will be required to
make additional capital contributions to the extent necessary to maintain its 2% general partner
interest in us. Moreover, our general partner and its affiliates will have the right, which it may
from time to time assign in whole or in part to any of its affiliates, to purchase common units,
subordinated units or other equity securities whenever, and on the same terms that, we issue those
securities to persons other than our general partner and its affiliates, to the extent necessary to
maintain its and its affiliates percentage interest in us, including its interest represented by
common units and subordinated units, that existed immediately prior to each issuance. Other holders
of common units will not have similar preemptive rights to acquire additional common units or other
partnership securities.
Amendment of Our Partnership Agreement
General
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Amendments to our partnership agreement may be proposed only by or with the consent of our
general partner. However, our general partner has no duty or obligation to propose any amendment
and may decline to do so free of any fiduciary duty or obligation to us or our limited partners,
including any duty to act in good faith or in the best interests of us or our limited partners. In
order to adopt a proposed amendment, other than the amendments discussed below, our general partner
must seek written approval of the holders of the number of units required to approve the amendment
or call a meeting of our limited partners to consider and vote upon the proposed amendment. Except
as described below, an amendment must be approved by a unit majority.
Prohibited Amendments
No amendment may be made that would:
(1) increase the obligations of any limited partner without its consent, unless approved by at
least a majority of the type or class of limited partner interests so affected;
(2) increase the obligations of, restrict in any way any action by or rights of, or reduce in
any way the amounts distributable, reimbursable or otherwise payable by us to our general partner
or any of its affiliates without the consent of our general partner, which may be given or withheld
at its option;
(3) change the term of our partnership;
(4) provide that our partnership is not dissolved upon an election to dissolve the partnership
by our general partner that is approved by the holders of a unit majority; or
(5) give any person the right to dissolve our partnership other than our general partners
right to dissolve the partnership with the approval of the holders of a unit majority.
The provision of our partnership agreement preventing the amendments having the effects
described in clauses (1) through (5) above can be amended upon the approval of the holders of at
least 90% of the outstanding units voting together as a single class (including units owned by our
general partner and its affiliates).
No Unitholder Approval
Our general partner may generally make amendments to our partnership agreement without the
approval of any limited partner or assignee to reflect:
(1) a change in our name or the location of our principal place of business, registered agent
or registered office;
(2) the admission, substitution, withdrawal or removal of partners in accordance with our
partnership agreement;
(3) a change that our general partner determines to be necessary or appropriate for us to
qualify or to continue our qualification as a limited partnership or a partnership in which the
limited partners have limited liability under the laws of any jurisdiction or to ensure that
neither we, our operating company nor its subsidiaries will be treated as an association taxable as
a corporation or otherwise taxed as an entity for U.S. federal income tax purposes;
(4) an amendment that is necessary, upon the advice of counsel, to prevent us or our general
partner or its directors, officers, agents, or trustees from in any manner being subjected to the
provisions of the U.S. Investment Company Act of 1940, the U.S. Investment Advisors Act of 1940, or
plan asset regulations adopted under the U.S. Employee Retirement Income Security Act of 1974 (or
ERISA), whether or not substantially similar to plan asset regulations currently applied or
proposed;
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(5) an amendment that our general partner determines to be necessary or appropriate for the
authorization of additional partnership securities or rights to acquire partnership securities;
(6) any amendment expressly permitted in our partnership agreement to be made by our general
partner acting alone;
(7) an amendment effected, necessitated, or contemplated by a merger agreement that has been
approved under the terms of our partnership agreement;
(8) any amendment that our general partner determines to be necessary or appropriate for the
formation by us of, or our investment in, any corporation, partnership or other entity, as
otherwise permitted by our partnership agreement;
(9) a change in our fiscal year or taxable year and related changes;
(10) certain mergers or conveyances as set forth in our partnership agreement; or
(11) any other amendments substantially similar to any of the matters described in (1) through
(10) above.
In addition, our general partner may make amendments to our partnership agreement without the
approval of any limited partner or assignee if our general partner determines that those
amendments:
(1) do not adversely affect our limited partners (or any particular class of limited partners)
in any material respect;
(2) are necessary or appropriate to satisfy any requirements, conditions, or guidelines
contained in any opinion, directive, order, ruling or regulation of any federal, state or foreign
agency or judicial authority or contained in any federal, state or foreign statute;
(3) are necessary or appropriate to facilitate the trading of limited partner interests or to
comply with any rule, regulation, guideline or requirement of any securities exchange on which our
limited partner interests are or will be listed for trading;
(4) are necessary or appropriate for any action taken by our general partner relating to
splits or combinations of our units under the provisions of our partnership agreement; or
(5) are required to effect the intent of the provisions of our partnership agreement or are
otherwise contemplated by our partnership agreement.
Opinion of Counsel and Unitholder Approval
Our general partner will not be required to obtain an opinion of counsel that an amendment
will not result in a loss of limited liability to our limited partners or result in our being
treated as a corporation for U.S. federal income tax purposes if one of the amendments described
above under No Unitholder Approval should occur. No other amendments to our partnership
agreement will become effective without the approval of holders of at least 90% of our outstanding
units voting as a single class unless we obtain an opinion of counsel to the effect that the
amendment will not affect the limited liability under applicable law of any of our limited
partners.
In addition to the above restrictions, any amendment that would have a material adverse effect
on the rights or privileges of any type or class of outstanding units in relation to other classes
of units will require the approval of at least a majority of the type or class of units so
affected. Any amendment that reduces the voting percentage required to take any action must be
approved by the affirmative vote of limited partners whose aggregate outstanding units constitute
not less than the voting requirement sought to be reduced.
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Action Relating to the Operating Company
Without the approval of the holders or units representing a unit majority, our general partner
is prohibited from consenting on our behalf, as the sole member of our operating company, to any
amendment to the limited liability company agreement of our operating company or taking any action
on its behalf permitted to be taken by a limited partner of our operating company, in each case
that would adversely affect our limited partners (or any particular class of our limited partners)
in any material respect.
Merger, Sale, or Other Disposition of Assets
A merger or consolidation of us requires the consent of our general partner. However, our
general partner has no duty or obligation to consent to any merger or consolidation and may decline
to do so free of any fiduciary duty or obligation whatsoever to us or our limited partners,
including any duty to act in good faith or in the best interests of us or our limited partners. In
addition, our partnership agreement generally prohibits our general partner, without the prior
approval of the holders of units representing a unit majority, from causing us to, among other
things, sell, exchange, or otherwise dispose of all or substantially all of our assets in a single
transaction or a series of related transactions, including by way of merger, consolidation, or
other combination, or approving on our behalf the sale, exchange, or other disposition of all or
substantially all of the assets of our subsidiaries. Our general partner may, however, mortgage,
pledge, hypothecate, or grant a security interest in all or substantially all of our assets without
that approval. Our general partner may also sell all or substantially all of our assets under a
foreclosure or other realization upon those encumbrances without that approval.
If conditions specified in our partnership agreement are satisfied, our general partner may
convert us or any of our subsidiaries into a new limited liability entity or merge us or any of our
subsidiaries into, or convey some or all of our assets to, a newly formed entity if the sole
purpose of that merger or conveyance is to effect a mere change in our legal form into another
limited liability entity. Our unitholders are not entitled to dissenters rights of appraisal under
our partnership agreement or applicable law in the event of a conversion, merger or consolidation,
a sale of all or substantially all of our assets, or any other transaction or event.
Termination and Dissolution
We will continue as a limited partnership until terminated under our partnership agreement. We
will dissolve upon:
(1) the election of our general partner to dissolve us, if approved by the holders of units
representing a unit majority;
(2) the sale, exchange, or other disposition of all or substantially all of our assets and
properties and our subsidiaries;
(3) the entry of a decree of judicial dissolution of us; or
(4) the withdrawal or removal of our general partner or any other event that results in its
ceasing to be our general partner other than by reason of a transfer of its general partner
interest in accordance with our partnership agreement or withdrawal or removal following approval
and admission of a successor.
Upon a dissolution under clause (4), the holders of a unit majority may also elect, within
specific time limitations, to continue our business on the same terms and conditions described in
our partnership agreement by appointing as general partner an entity approved by the holders of
units representing a unit majority, subject to our receipt of an opinion of counsel to the effect
that:
(1) the action would not result in the loss of limited liability of any limited partner; and
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(2) none of our partnership or our operating company nor any of our other subsidiaries would
be treated as an association taxable as a corporation or otherwise be taxable as an entity for U.S.
federal income tax purposes upon the exercise of that right to continue.
Liquidation and Distribution of Proceeds
Upon our dissolution, unless we are continued as a new limited partnership, the liquidator
authorized to wind up our affairs will, acting with all of the powers of our general partner that
are necessary or appropriate, liquidate our assets and apply the proceeds of the liquidation as
specified below in Cash Distributions Distributions of Cash Upon Liquidation. The liquidator
may defer liquidation or distribution of our assets for a reasonable period or distribute assets to
partners in kind if it determines that a sale would be impractical or would cause undue loss to our
partners.
Withdrawal or Removal of Our General Partner
Except as described below, our general partner has agreed not to withdraw voluntarily as our
general partner prior to March 31, 2015 without obtaining the approval of the holders of at least a
majority of our outstanding common units, excluding common units held by our general partner and
its affiliates, and furnishing an opinion of counsel regarding limited liability and tax matters.
On or after March 31, 2015, our general partner may withdraw as general partner without first
obtaining approval of any unitholder by giving 90 days written notice, and that withdrawal will
not constitute a violation of our partnership agreement. Notwithstanding the information above, our
general partner may withdraw without unitholder approval upon 90 days notice to our limited
partners if at least 50% of our outstanding common units are held or controlled by one person and
its affiliates other than our general partner and its affiliates. In addition, our partnership
agreement permits our general partner in some instances to sell or otherwise transfer all of its
general partner interest in us without the approval of the unitholders.
Upon withdrawal of our general partner under any circumstances, other than as a result of a
transfer by our general partner of all or a part of its general partner interest in us, the holders
of a majority of our outstanding common units and subordinated units, voting as separate classes,
may select a successor to that withdrawing general partner. If a successor is not elected, or is
elected but an opinion of counsel regarding limited liability and tax matters cannot be obtained,
we will be dissolved, wound up and liquidated, unless within a specified period of time after that
withdrawal, the holders of a unit majority agree in writing to continue our business and to appoint
a successor general partner.
Our general partner may not be removed unless that removal is approved by the vote of the
holders of not less than 66 2 / 3 % of our outstanding units, voting
together as a single class, including units held by our general partner and its affiliates, and we
receive an opinion of counsel regarding limited liability and tax matters. Any removal of our
general partner is also subject to the approval of a successor general partner by the vote of the
holders of a majority of our outstanding common units and subordinated units, voting as separate
classes. The ownership of more than 33 1 / 3 % of our outstanding units by
our general partner and its affiliates would give them the practical ability to prevent our general
partners removal.
Our partnership agreement also provides that if our general partner is removed as the general
partner under circumstances where cause does not exist and units held by our general partner and
its affiliates are not voted in favor of that removal:
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the subordination period will end and all outstanding subordinated units will
immediately convert into common units on a one-for-one basis; |
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any existing arrearages in payment of the minimum quarterly distribution on our
common units will be extinguished; and |
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our general partner will have the right to convert its general partner interest and
its incentive distribution rights into common units or to receive cash in exchange for
those interests based on the fair market value of the interests at the time. |
In the event of removal of our general partner under circumstances where cause exists or
withdrawal of our general partner where that withdrawal violates our partnership agreement, a
successor general partner will have the option to purchase the general partner interest and
incentive distribution rights of the departing general partner for a cash payment equal to the fair
market value of those interests. Under all other circumstances where our general partner withdraws
or is removed by our limited partners, the departing general partner will have the option to
require the successor general partner to purchase the general partner interest of the departing
general partner and its incentive distribution rights for their fair market value. In each case,
this fair market value will be determined by agreement between the departing general partner and
the successor general partner. If no agreement is reached, an independent investment banking firm
or other independent expert selected by the departing general partner and the successor general
partner will determine the fair market value. Or, if the departing general partner and the
successor general partner cannot agree upon an expert, then an expert chosen by agreement of the
experts selected by each of them will determine the fair market value.
If the option described above is not exercised by either the departing general partner or the
successor general partner, the departing general partners general partner interest and its
incentive distribution rights will automatically convert into common units equal to the fair market
value of those interests as determined by an investment banking firm or other independent expert
selected in the manner described in the preceding paragraph.
In addition, we will be required to reimburse the departing general partner for all amounts
due the departing general partner, including, without limitation, any employee-related liabilities,
including severance liabilities, incurred for the termination of any employees employed by the
departing general partner or its affiliates for our benefit.
Transfer of General Partner Interest
Except for the transfer by our general partner of all, but not less than all, of its general
partner interest in us to:
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an affiliate of our general partner (other than an individual); or |
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another entity as part of the merger or consolidation of our general partner with
or into another entity or the transfer by our general partner of all or substantially
all of its assets to another entity; |
our general partner may not transfer all or any part of its general partner interest in us to
another person prior to March 31, 2015 without the approval of the holders of at least a majority
of our outstanding common units, excluding common units held by our general partner and its
affiliates. As a condition of this transfer, the transferee must, among other things, assume the
rights and duties of our general partner, agree to be bound by the provisions of our partnership
agreement and furnish an opinion of counsel regarding limited liability and tax matters.
Our general partner and its affiliates may at any time transfer units to one or more persons,
without unitholder approval, except that they may not transfer subordinated units to us.
Transfer of Ownership Interests in General Partner
At any time, members of our general partner may sell or transfer all or part of their
membership interests in our general partner to an affiliate or a third party without the approval
of our unitholders.
Transfer of Incentive Distribution Rights
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Our general partner or its affiliates or a subsequent holder may transfer its incentive
distribution rights to an affiliate of the holder (other than an individual) or another entity as
part of the merger or consolidation of such holder with or into another entity, or as part of the
sale of all or substantially all of its assets to another entity without the prior approval of the
unitholders. Prior to March 31, 2015, other transfers of the incentive distribution rights will
require the affirmative vote of holders of a majority of our outstanding common units, excluding
common units held by our general partner and its affiliates. On or after March 31, 2015, the
incentive distribution rights will be freely transferable.
Transfer of Common Units
Transfers of our common units will not be recorded by our transfer agent or recognized by us
unless the transferee executes and delivers a transfer application. By executing and delivering a
transfer application, the transferee of common units:
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becomes the record holder of the common units and is an assignee until admitted
into our partnership as a substituted limited partner; |
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automatically requests admission as a substituted limited partner in our partnership; |
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agrees to be bound by the terms and conditions of, and executes, our partnership agreement; |
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represents that the transferee has the capacity, power and authority to enter into
our partnership agreement; |
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grants powers of attorney to officers of our general partner and any liquidator of
us as specified in our partnership agreement; and |
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gives the consents and approvals contained in our partnership agreement. |
An assignee will become a substituted limited partner of our partnership for the transferred
common units automatically upon the recording of the transfer on our books and records. Our general
partner will cause any unrecorded transfers for which a completed and duly executed transfer
application has been received to be recorded on our books and records no less frequently than
quarterly.
A transferees broker, agent or nominee may complete, execute and deliver a transfer
application. We are entitled to treat the nominee holder of a common unit as the absolute owner. In
that case, the beneficial holders rights are limited solely to those that it has against the
nominee holder as a result of any agreement between the beneficial owner and the nominee holder.
Common units are securities and are transferable according to the laws governing transfer of
securities. In addition to other rights acquired upon transfer, the transferor gives the transferee
the right to request admission as a substituted limited partner in our partnership for the
transferred common units. A purchaser or transferee of common units who does not execute and
deliver a transfer application obtains only:
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the right to assign the common unit to a purchaser or other transferee; and |
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the right to transfer the right to seek admission as a substituted limited partner
in our partnership for the transferred common units. |
Thus, a purchaser or transferee of common units who does not execute and deliver a transfer
application:
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will not receive cash distributions or U.S. federal income tax allocations, unless
the common units are held in a nominee or street name account and the nominee or
broker has executed and delivered a transfer application; and |
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may not receive some U.S. federal income tax information or reports furnished to
record holders of common units. |
The transferor of common units has a duty to provide the transferee with all information that
may be necessary to transfer the common units. The transferor does not have a duty to ensure the
execution of the transfer application by the transferee and has no liability or responsibility if
the transferee neglects or chooses not to execute and forward the transfer application to the
transfer agent.
Until a common unit has been transferred on our books, we and our transfer agent may treat the
record holder of the unit as the absolute owner for all purposes, except as otherwise required by
law or stock exchange regulations.
Change of Management Provisions
Our partnership agreement contains specific provisions that are intended to discourage a
person or group from attempting to remove Teekay GP L.L.C. as our general partner or otherwise
change management. If any person or group other than our general partner and its affiliates
acquires beneficial ownership of 20% or more of any class of units, that person or group will lose
voting rights on all of its units. This loss of voting rights does not apply to any person or group
that acquires the units from our general partner or its affiliates and any transferees of that
person or group approved by our general partner or to any person or group who acquires the units
with the prior approval of the board of directors of our general partner.
Our partnership agreement also provides that if our general partner is removed under
circumstances where cause does not exist and units held by our general partner and its affiliates
are not voted in favor of that removal:
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the subordination period will end and all outstanding subordinated units will
immediately convert into common units on a one-for-one basis; |
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any existing arrearages in payment of the minimum quarterly distribution on our
common units will be extinguished; and |
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our general partner will have the right to convert its general partner interest and
its incentive distribution rights into common units or to receive cash in exchange for
those interests. |
Limited Call Right
If at any time our general partner and its affiliates hold more than 80% of our then-issued
and outstanding partnership securities of any class, our general partner will have the right, which
it may assign in whole or in part to any of its affiliates or to us, to acquire all, but not less
than all, of the remaining partnership securities of the class held by unaffiliated persons as of a
record date to be selected by our general partner, on at least 10 but not more than 60 days
notice. The purchase price in this event is the greater of: (1) the highest cash price paid by our
general partner or any of its affiliates for any partnership securities of the class purchased
within the 90 days preceding the date on which our general partner first mails notice of its
election to purchase those partnership securities; and (2) the current market price as of the date
three days before the date the notice is mailed.
As a result of our general partners right to purchase outstanding partnership securities, a
holder of partnership securities may have the holders partnership securities purchased at an
undesirable time or price. The tax consequences to a unitholder of the exercise of this call right
are the same as a sale by that unitholder of common units in the market.
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Meetings; Voting
Unlike the holders of common stock in a corporation, the holders of our units have only
limited voting rights on matters affecting our business. They have no right to elect our general
partner (who manages our operations and activities) or the directors of our general partner on an
annual or other continuing basis. On those matters that are submitted to a vote of unitholders,
each record holder of a unit may vote according to the holders percentage interest in us, although
additional limited partner interests having special voting rights could be issued.
Except as described below regarding a person or group owning 20% or more of any class of units
then outstanding, unitholders or assignees who are record holders of units on the record date will
be entitled to notice of, and to vote at, meetings of our limited partners and to act upon matters
for which approvals may be solicited. Common units that are owned by an assignee who is a record
holder, but who has not yet been admitted as a limited partner, will be voted by our general
partner at the written direction of the record holder. Absent direction of this kind, our common
units will not be voted, except that, in the case of common units held by our general partner on
behalf of unpermitted citizen assignees, our general partner will distribute the votes on those
common units in the same ratios as the votes of limited partners on other units are cast.
Our general partner does not anticipate that any meeting of unitholders will be called in the
foreseeable future. Any action that is required or permitted to be taken by our unitholders may be
taken either at a meeting of the unitholders or without a meeting if consents in writing describing
the action so taken are signed by holders of the number of units necessary to authorize or take
that action at a meeting. Meetings of our unitholders may be called by our general partner or by
unitholders owning at least 20% of the outstanding units of the class for which a meeting is
proposed. Unitholders may vote either in person or by proxy at meetings. The holders of a majority
of the outstanding units of the class or classes for which a meeting has been called, represented
in person or by proxy, will constitute a quorum unless any action by the unitholders requires
approval by holders of a greater percentage of the units, in which case the quorum will be the
greater percentage.
If at any time any person or group, other than our general partner and its affiliates, or a
direct or subsequently approved transferee of our general partner or its affiliates or a transferee
approved by the board of directors of our general partner, acquires, in the aggregate, beneficial
ownership of 20% or more of any class of our units then outstanding, that person or group will lose
voting rights on all of its units and the units may not be voted on any matter and will not be
considered to be outstanding when sending notices of a meeting of unitholders, calculating required
votes, determining the presence of a quorum, or for other similar purposes. Common units held in
nominee or street name account will be voted by the broker or other nominee in accordance with the
instruction of the beneficial owner unless the arrangement between the beneficial owner and his
nominee provides otherwise. Except as our partnership agreement otherwise provides, our
subordinated units will vote together with our common units as a single class.
Any notice, demand, request report, or proxy material required or permitted to be given or
made to record holders of common units under our partnership agreement will be delivered to the
record holder by us or by our transfer agent.
Status as Limited Partner or Assignee
Except as described above under Limited Liability, our common units will be fully paid,
and our unitholders will not be required to make additional contributions.
An assignee of a common unit, after executing and delivering a transfer application, but
pending its admission as a substituted limited partner, is entitled to an interest equivalent to
that of a limited partner for the right to share in allocations and distributions from us,
including liquidating distributions. Our general partner will vote and exercise other powers
attributable to common units owned by an assignee that has not become a substitute limited partner
at the written direction of the assignee. Transferees that do not execute and deliver a transfer
application will not be treated as assignees or as record holders of common units, and will not
receive
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cash distributions, U.S. federal income tax allocations or reports furnished to holders of
common units. Please read Transfer of Common Units above.
Indemnification
Under our partnership agreement, in most circumstances, we will indemnify the following
persons, to the fullest extent permitted by law, from and against all losses, claims, damages or
similar events:
(1) our general partner;
(2) any departing general partner;
(3) any person who is or was an affiliate of our general partner or any departing general
partner;
(4) any person who is or was an officer, director, member or partner of any entity described
in (1), (2) or (3) above;
(5) any person who is or was serving as a director, officer, member, partner, fiduciary or
trustee of another person at the request of our general partner or any departing general partner;
or
(6) any person designated by our general partner.
Any indemnification under these provisions will only be out of our assets. Unless it otherwise
agrees, our general partner will not be personally liable for, or have any obligation to contribute
or lend funds or assets to us to enable us to effectuate, indemnification. We may purchase
insurance against liabilities asserted against and expenses incurred by persons for our activities,
regardless of whether we would have the power to indemnify the person against liabilities under our
partnership agreement.
Books and Reports
Our general partner is required to keep appropriate books of our business at our principal
offices. The books will be maintained for both tax and financial reporting purposes on an accrual
basis. For tax and fiscal reporting purposes, our fiscal year is the calendar year.
We intend to furnish or make available to record holders of our common units, within 120 days
after the close of each fiscal year, an annual report containing audited financial statements and a
report on those financial statements by our independent chartered accountants. Except for our
fourth quarter, we also intend to furnish or make available summary financial information within 90
days after the close of each quarter.
We intend to furnish each record holder of a unit with information reasonably required for
U.S. tax reporting purposes within 90 days after the close of each calendar year. This information
is expected to be furnished in summary form so that some complex calculations normally required of
partners can be avoided. Our ability to furnish this summary information to unitholders will depend
on the cooperation of unitholders in supplying us with specific information. Every unitholder will
receive information to assist the unitholder in determining the unitholders U.S. federal and state
tax liability and filing obligations, regardless of whether he supplies us with information.
Right to Inspect Books and Records
Our partnership agreement provides that a limited partner can, for a purpose reasonably
related to his interest as a limited partner, upon reasonable demand and at the limited partners
own expense, have furnished to the limited partner:
(1) a current list of the name and last known address of each partner;
(2) a copy of our tax returns;
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(3) information as to the amount of cash, and a description and statement of the agreed value
of any other property or services, contributed or to be contributed by each partner and the date on
which each became a partner;
(4) copies of our partnership agreement, the certificate of limited partnership of our
partnership, related amendments and powers of attorney under which they have been executed;
(5) information regarding the status of our business and financial condition; and
(6) any other information regarding our affairs as is just and reasonable.
Our general partner may, and intends to, keep confidential from the limited partners trade
secrets or other information the disclosure of which our general partner believes in good faith is
not in our best interest or that we are required by law or by agreements with third parties to keep
confidential.
Registration Rights
Under our partnership agreement, we have agreed to register for resale under the U.S.
Securities Act of 1933 and applicable state securities laws any common units, subordinated units or
other partnership securities proposed to be sold by our general partner or any of its affiliates or
their assignees if an exemption from the registration requirements is not otherwise available or
advisable. These registration rights continue for two years following any withdrawal or removal of
Teekay GP L.L.C. as our general partner. We are obligated to pay all expenses incidental to the
registration, excluding underwriting discounts and commissions.
Conflicts of Interest
Conflicts of interest exist and may arise in the future as a result of the relationships
between our general partner and its affiliates, including Teekay Shipping Corporation, on the one
hand, and us and our unaffiliated limited partners, on the other hand. The directors and officers
of our general partner, Teekay GP L.L.C., have certain fiduciary duties to manage our general
partner in a manner beneficial to its owners. At the same time, our general partner has a fiduciary
duty to manage us in a manner beneficial to us and our unitholders.
Our partnership affairs are governed by our partnership agreement and the Marshall Islands
Act. The provisions of the Marshall Islands Act resemble provisions of the limited partnership laws
of a number of states in the United States, most notably Delaware. We are not aware of any material
difference in unitholder rights between the Marshall Islands Act and the Delaware Revised Uniform
Limited Partnership Act. The Marshall Islands Act also provides that it is to be interpreted
according to the non-statutory law of the State of Delaware. There have been, however, few, if any,
court cases in the Marshall Islands interpreting the Marshall Islands Act, in contrast to Delaware,
which has a fairly well-developed body of case law interpreting its limited partnership statute.
Accordingly, we cannot predict whether Marshall Islands courts would reach the same conclusions as
courts in Delaware. For example, the rights of our unitholders and fiduciary responsibilities of
our general partner under Marshall Islands law are not as clearly established as under judicial
precedent in existence in Delaware. Due to the less developed nature of Marshall Islands law, our
public unitholders may have more difficulty in protecting their interests in the face of actions by
our general partner or controlling unitholders than would unitholders of a limited partnership
organized in the United States.
Whenever a conflict arises between our general partner or its affiliates, on the one hand, and
us or any other partner, on the other, our general partner will resolve that conflict. Our
partnership agreement contains provisions that modify and limit our general partners fiduciary
duties to the unitholders under Marshall Islands law. Our partnership agreement also restricts the
remedies available to unitholders for actions taken by our general partner.
Our general partner will not be in breach of its obligations under the partnership agreement
or its duties to us or the unitholders if the resolution of the conflict is:
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approved by the conflicts committee of our general partners board of directors,
although our general partner is not obligated to seek such approval; |
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approved by the vote of a majority of the outstanding common units, excluding any
common units owned by our general partner or any of its affiliates; |
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on terms no less favorable to us than those generally being provided to or
available from unrelated third parties, but the general partner is not required to
obtain confirmation to such effect from an independent third party; or |
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fair and reasonable to us, taking into account the totality of the relationships
between the parties involved, including other transactions that may be particularly
favorable or advantageous to us. |
Our general partner may, but is not required to, seek the approval of such resolution from the
conflicts committee of the board of directors of our general partner. If our general partner does
not seek approval from the conflicts committee, and the board of directors of our general partner
determines that the resolution or course of action taken with respect to the conflict of interest
satisfies either of the standards set forth in the third and fourth bullet points above, then it
will be presumed that, in making its decision, the board of directors acted in good faith, and in
any proceeding brought by or on behalf of any limited partner or the partnership, the person
bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Unless
the resolution of a conflict is specifically provided for in our partnership agreement, our general
partner or the conflicts committee may consider any factors it determines in good faith to consider
when resolving a conflict. When our partnership agreement requires someone to act in good faith, it
requires that person to reasonably believe that he is acting in the best interests of the
partnership, unless the context otherwise requires.
Conflicts of interest could arise in the situations described below, among others.
Actions taken by our general partner may affect the amount of cash available for
distribution to unitholders or accelerate the right to convert subordinated units.
The amount of cash that is available for distribution to unitholders is affected by decisions
of our general partner regarding such matters as:
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the amount and timing of asset purchases and sales; |
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cash expenditures; |
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borrowings; |
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the issuance of additional units; and |
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the creation, reduction or increase of reserves in any quarter. |
In addition, borrowings by us and our affiliates do not constitute a breach of any duty owed
by our general partner to our unitholders, including borrowings that have the purpose or effect of:
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enabling our general partner or its affiliates to receive distributions on any
subordinated units held by them or the incentive distribution rights; or |
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hastening the expiration of the subordination period. |
For example, in the event we have not generated sufficient cash from our operations to pay the
minimum quarterly distribution on our common units and our subordinated units, our partnership
agreement permits us to borrow funds, which would enable us to make this distribution on all
outstanding units. Please read Cash Distributions Subordination Period.
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Our partnership agreement provides that we and our subsidiaries may borrow funds from our
general partner and its affiliates. Our general partner and its affiliates may not borrow funds
from us, our operating company, or its operating subsidiaries.
We do not have any officers and rely solely on officers of Teekay GP L.L.C.
Affiliates of our general partner, Teekay GP L.L.C., conduct businesses and activities of
their own in which we have no economic interest. If these separate activities are significantly
greater than our activities, there could be material competition for the time and effort of the
officers who provide services to Teekay GP L.L.C. and its affiliates. The officers of Teekay GP
L.L.C. are not required to work full-time on our affairs. These officers are required to devote
time to the affairs of Teekay GP L.L.C. or its affiliates, and we reimburse their employers for the
services they render to Teekay GP L.L.C. and its subsidiaries. None of the officers of our general
partner are employees of our general partner. Our Chief Executive Officer and Chief Financial
Officer is currently also an executive officer of Teekay Shipping Corporation.
We will reimburse our general partner and its affiliates for expenses.
We will reimburse our general partner and its affiliates for costs incurred in managing and
operating us, including costs incurred in rendering corporate staff and support services to us. Our
partnership agreement provides that our general partner will determine the expenses that are
allocable to us in good faith.
Our general partner intends to limit its liability regarding our obligations.
Our general partner intends to limit its liability under contractual arrangements so that the
other party has recourse only to our assets and not against our general partner or its assets or
any affiliate of our general partner or its assets. Our partnership agreement provides that any
action taken by our general partner to limit its or our liability is not a breach of our general
partners fiduciary duties, even if we could have obtained terms that are more favorable without
the limitation on liability.
Common unitholders will have no right to enforce obligations of our general partner and its
affiliates under agreements with us.
Any agreements between us, on the one hand, and our general partner and its affiliates, on the
other, will not grant to the unitholders, separate and apart from us, the right to enforce the
obligations of our general partner and its affiliates in our favor.
Contracts between us, on the one hand, and our general partner and its affiliates, on the
other, will not be the result of arms-length negotiations.
Neither our partnership agreement nor any of the other agreements, contracts and arrangements
between us and our general partner and its affiliates are or will be the result of arms-length
negotiations. Our partnership agreement generally provides that any affiliated transaction, such as
an agreement, contract or arrangement between us and our general partner and its affiliates, must
be:
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on terms no less favorable to us then those generally being provided to or
available from unrelated third parties; or |
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fair and reasonable to us, taking into account the totality of the relationships
between the parties involved (including other transactions that may be particularly
favorable or advantageous to us). |
Our general partner may also enter into additional contractual arrangements with any of its
affiliates on our behalf; however, there is no obligation of our general partner and its affiliates
to enter into any contracts of this kind.
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Common units are subject to our general partners limited call right.
Our general partner may exercise its right to call and purchase common units as provided in
the partnership agreement or assign this right to one of its affiliates or to us. Our general
partner may use its own discretion, free of fiduciary duty restrictions, in determining whether to
exercise this right. As a result, a common unitholder may have common units purchased from the
unitholder at an undesirable time or price. Please read Our Partnership Agreement Limited Call
Right.
We may not choose to retain separate counsel for ourselves or for the holders of common
units.
The attorneys, independent accountants and others who perform services for us have been
retained by our general partner. Attorneys, independent accountants and others who perform services
for us are selected by our general partner or the conflicts committee and may perform services for
our general partner and its affiliates. We may retain separate counsel for ourselves or the holders
of common units in the event of a conflict of interest between our general partner and its
affiliates, on the one hand, and us or the holders of common units, on the other, depending on the
nature of the conflict. We do not intend to do so in most cases.
Our general partners affiliates may compete with us.
Our partnership agreement provides that our general partner will be restricted from engaging
in any business activities other than acting as our general partner and those activities incidental
to its ownership of interests in us. In addition, our partnership agreement provides that our
general partner, for so long as it is general partner of our partnership, will cause its affiliates
not to engage in, by acquisition or otherwise, certain businesses or activities described in an
omnibus agreement to which we, Teekay Shipping Corporation and other affiliates are parties.
Similarly, under the omnibus agreement, Teekay Shipping Corporation has agreed and has caused it
affiliates to agree, for so long as Teekay Shipping Corporation controls our partnership, not to
engage in certain businesses or activities relating to the marine transportation of liquified
natural gas. Except as provided in our partnership agreement and the omnibus agreement, affiliates
of our general partner are not prohibited from engaging in other businesses or activities,
including those that might be in direct competition with us.
Fiduciary Duties
Our general partner is accountable to us and our unitholders as a fiduciary. Fiduciary duties
owed to unitholders by our general partner are prescribed by law and the partnership agreement. The
Marshall Islands Act provides that Marshall Islands partnerships may, in their partnership
agreements, restrict or expand the fiduciary duties owed by the general partner to the limited
partners and the partnership.
Our partnership agreement contains various provisions restricting the fiduciary duties that
might otherwise be owed by our general partner. We have adopted these provisions to allow our
general partner to take into account the interests of other parties in addition to our interests
when resolving conflicts of interest. We believe this is appropriate and necessary because the
board of directors of our general partner has fiduciary duties to manage our general partner in a
manner beneficial both to its owner, Teekay Shipping Corporation, as well as to you. These
modifications disadvantage the common unitholders because they restrict the rights and remedies
that would otherwise be available to unitholders for actions that, without those limitations, might
constitute breaches of fiduciary duty, as described below. The following is a summary of:
the fiduciary duties imposed on our general partner by the Marshall Islands Act;
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material modifications of these duties contained in our partnership agreement; and |
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certain rights and remedies of unitholders contained in the Marshall Islands Act. |
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Marshall Islands law fiduciary duty standards
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Fiduciary duties are
generally considered to
include an obligation to act
in good faith and with due
care and loyalty. The duty
of care, in the absence of a
provision in a partnership
agreement providing
otherwise, would generally
require a general partner to
act for the partnership in
the same manner as a prudent
person would act on his own
behalf. The duty of loyalty,
in the absence of a
provision in a partnership
agreement providing
otherwise, would generally
prohibit a general partner
of a Marshall Islands
limited partnership from
taking any action or
engaging in any transaction
where a conflict of interest
is present. |
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Partnership agreement modified standards
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Our partnership agreement
contains provisions that
waive or consent to conduct
by our general partner and
its affiliates that might
otherwise raise issues as to
compliance with fiduciary
duties under the laws of the
Marshall Islands. For
example, Section 7.9 of our
partnership agreement
provides that when our
general partner is acting in
its capacity as our general
partner, as opposed to in
its individual capacity, it
must act in good faith and
will not be subject to any
other standard under the
laws of the Marshall
Islands. In addition, when
our general partner is
acting in its individual
capacity, as opposed to in
its capacity as our general
partner, it may act without
any fiduciary obligation to
us or the unitholders
whatsoever. These standards
reduce the obligations to
which our general partner
would otherwise be held. |
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Our partnership agreement
generally provides that
affiliated transactions and
resolutions of conflicts of
interest not involving a
vote of unitholders and that
are not approved by the
conflicts committee of the
board of directors of our
general partner must be: |
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on terms no less favorable
to us than those generally
being provided to or
available from unrelated
third parties; or |
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fair and reasonable to
us, taking into account the
totality of the
relationships between the
parties involved (including
other transactions that may
be particularly favorable or
advantageous to us). |
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If our general partner does
not seek approval from the
conflicts committee, and the
board of directors of our
general partner determines
that the resolution or
course of action taken with
respect to the conflict of
interest satisfies either of
the standards set forth in
the bullet points above,
then it will be presumed
that, in making its
decision, the board of
directors acted in good
faith, and in any proceeding
brought by or on behalf of
any limited partner or the
partnership, the person
bringing or prosecuting such
proceeding will have the
burden of overcoming such
presumption. These standards reduce the obligations to
which our general partner
would otherwise be held. |
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In addition to the other
more specific provisions
limiting the obligations of
our general partner, our
partnership agreement
further provides that our
general partner and its
officers and directors will
not be liable for monetary
damages to us, our limited
partners or assignees for
errors of judgment or for
any acts or omissions unless
there has been a final and
non-appealable judgment by a
court of competent
jurisdiction determining
that the general partner or
its officers and directors
acted in bad faith or
engaged in fraud, willful
misconduct or gross
negligence. |
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Rights and remedies of unitholders
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The provisions of the
Marshall Islands Act
resemble the provisions of
the limited partnership act
of Delaware. For example,
like Delaware, the Marshall
Islands Act favors the
principles of freedom of
contract and enforceability
of partnership agreements
and allows the partnership
agreement to contain terms
governing the rights of the
unitholders. The rights of
our unitholders, including
voting and approval rights
and the ability of the
partnership to issue
additional units, are
governed by the terms of our
partnership agreement.
Please read Our Partnership
Agreement. |
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As to remedies of
unitholders, the Marshall
Islands Act permits a
limited partner to institute
legal action on behalf of
the partnership to recover
damages from a third party
where a general partner has
refused to institute the
action or where an effort to
cause a general partner to
do so is not likely to
succeed. These actions
include actions against a
general partner for breach
of its fiduciary duties or
of the partnership
agreement. |
In order to become one of our limited partners, a common unitholder is required to agree to be
bound by the provisions in the partnership agreement, including the provisions discussed above.
This is in accordance with the policy of the Marshall Islands Act favoring the principle of freedom
of contract and the enforceability of partnership agreements. The failure of a limited partner or
assignee to sign a partnership agreement does not render the partnership agreement unenforceable
against that person.
Under the partnership agreement, we must indemnify our general partner and its officers and
directors to the fullest extent permitted by law, against liabilities, costs and expenses incurred
by our general partner or these other persons. We must provide this indemnification unless there
has been a final and non-appealable judgment by a court of competent jurisdiction determining that
these persons acted in bad faith or engaged in fraud, willful misconduct or gross negligence. We
also must provide this indemnification for criminal proceedings when our general partner or these
other persons acted with no reasonable cause to believe that their conduct was unlawful. Thus, our
general partner could be indemnified for its negligent acts if it met the requirements set forth
above. To the extent that these provisions purport to include indemnification for liabilities
arising under the Securities Act, in the opinion of the Securities and Exchange Commission such
indemnification is contrary to public policy and therefore unenforceable. Please read Our
Partnership Agreement Indemnification.
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CASH DISTRIBUTIONS
Distributions of Available Cash
General
Our partnership agreement provides that within approximately 45 days after the end of each
quarter we will distribute all of our available cash to unitholders of record on the applicable
record date.
Definition of Available Cash
Available cash generally means, for each fiscal quarter, all cash on hand at the end of the
quarter (including our proportionate share of cash on hand of certain subsidiaries we do not wholly
own):
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less the amount of cash reserves (including our proportionate share of cash
reserves of certain subsidiaries we do not wholly own) established by our general
partner to: |
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provide for the proper conduct of our business (including reserves for future
capital expenditures and for our anticipated credit needs); |
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comply with applicable law, any of our debt instruments, or other agreements;
or |
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provide funds for distributions to our unitholders and to our general partner
for any one or more of the next four quarters; |
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plus all cash on hand (including our proportionate share of cash on hand of certain
subsidiaries we do not wholly own) on the date of determination of available cash for
the quarter resulting from working capital borrowings made after the end of the
quarter. Working capital borrowings are generally borrowings that are made under our
credit agreement and in all cases are used solely for working capital purposes or to
pay distributions to partners. |
Minimum Quarterly Distribution
Common unitholders are entitled under our partnership agreement to receive a quarterly
distribution of $0.4125 per unit, or $1.65 per year, prior to any distribution on our subordinated
units to the extent we have sufficient cash from our operations after establishment of cash
reserves and payment of fees and expenses, including payments to our general partner. Our general
partner has the authority to determine the amount of our available cash for any quarter. This
determination, as well as all determinations made by the general partner, must be made in good
faith. Our general partners board of directors declared an increase in our quarterly distribution
to $0.4625 per unit, or $1.85 per year, commencing with the first quarter of 2006. There is no
guarantee that we will pay the quarterly distribution in this amount or the minimum quarterly
distribution on the common units in any quarter, and we will be prohibited from making any
distributions to unitholders if it would cause an event of default, or an event of default is
existing, under our credit facilities.
Operating Surplus and Capital Surplus
General
All cash distributed to unitholders is characterized as either operating surplus or capital
surplus. We treat distributions of available cash from operating surplus differently than
distributions of available cash from capital surplus.
-20-
Definition of Operating Surplus
Operating surplus for any period generally means:
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our cash balance (including our proportionate share of cash balances of certain
subsidiaries we do not wholly own) on the closing date of our initial public offering,
other than cash reserved to terminate interest rate swap agreements; plus |
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$10 million (as described below); plus |
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all of our cash receipts (including our proportionate share of cash receipts of
certain subsidiaries we do not wholly own) after the closing of our initial public
offering, excluding cash from (1) borrowings, other than working capital borrowings,
(2) sales of equity and debt securities, (3) sales or other dispositions of assets
outside the ordinary course of business, (4) termination of interest rate swap
agreements, (5) capital contributions or (6) corporate reorganizations or
restructurings; plus |
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working capital borrowings (including our proportionate share of working capital
borrowings by certain subsidiaries we do not wholly own) made after the end of a
quarter but before the date of determination of operating surplus for the quarter;
plus |
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interest paid on debt incurred (including periodic net payments under related
interest rate swap agreements) and cash distributions paid on equity securities
issued, in each case, to finance all or any portion of the construction, replacement
or improvement of a capital asset such as vessels during the period from such
financing until the earlier to occur of the date the capital asset is put into service
or the date that it is abandoned or disposed of; plus |
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interest paid on debt incurred (including periodic net payments under related
interest rate swap agreements) and cash distributions paid on equity securities
issued, in each case, to pay the construction period interest on debt incurred, or to
pay construction period distributions on equity issued, to finance the construction
projects described in the immediately preceding bullet; less |
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all of our cash operating expenditures (including our proportionate share of cash
operating expenditures of certain subsidiaries we not wholly own) after the closing of
our initial public offering and the repayment of working capital borrowings, but not
(1) the repayment of other borrowings, (2) actual maintenance capital expenditures or
expansion capital expenditures, (3) transaction expenses (including taxes) related to
interim capital transactions or (4) distributions; less |
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estimated maintenance capital expenditures and the amount of cash reserves
(including our proportionate share of cash reserves of certain subsidiaries we do not
wholly own) established by our general partner to provide funds for future operating
expenditures. |
As described above, operating surplus does not only reflect actual cash on hand that is
available for distribution to our unitholders. For example, it also includes a provision that
enables us, if we choose, to distribute as operating surplus up to $10 million of cash we may
receive from non-operating sources, such as asset sales, issuances of securities and long-term
borrowings, that would otherwise be distributed as capital surplus. In addition, the effect of
including, as described above, certain cash distributions on equity securities or interest payments
on debt in operating surplus is to increase operating surplus by the amount of any such cash
distributions or interest payments. As a result, we may also distribute as operating surplus up to
the amount of any such cash distributions or interest payments of cash we receive from
non-operating sources.
-21-
Capital Expenditures
For purposes of determining operating surplus, maintenance capital expenditures are those
capital expenditures required to maintain over the long term the operating capacity of or the
revenue generated by our capital assets, and expansion capital expenditures are those capital
expenditures that increase the operating capacity of or the revenue generated by our capital
assets. To the extent, however, that capital expenditures associated with acquiring a new vessel
increase the revenues or the operating capacity of our fleet, those capital expenditures are
classified as expansion capital expenditures.
Examples of maintenance capital expenditures include capital expenditures associated with
drydocking a vessel or acquiring a new vessel to the extent such expenditures are incurred to
maintain the operating capacity of or the revenue generated by our fleet. Maintenance capital
expenditures also include interest (and related fees) on debt incurred and distributions on equity
issued to finance the construction of a replacement vessel and paid during the construction period,
which we define as the period beginning on the date that we enter into a binding construction
contract and ending on the earlier of the date that the replacement vessel commences commercial
service or the date that the replacement vessel is abandoned or disposed of. Debt incurred to pay
or equity issued to fund construction period interest payments, and distributions on such equity,
also are considered maintenance capital expenditures.
Because our maintenance capital expenditures can be very large and vary significantly in
timing, the amount of our actual maintenance capital expenditures may differ substantially from
period to period, which could cause similar fluctuations in the amounts of operating surplus,
adjusted operating surplus, and available cash for distribution to our unitholders if we subtracted
actual maintenance capital expenditures from operating surplus each quarter. Accordingly, to
eliminate the effect on operating surplus of these fluctuations, our partnership agreement requires
that an amount equal to an estimate of the average quarterly maintenance capital expenditures
necessary to maintain the operating capacity of or the revenue generated by our capital assets over
the long term be subtracted from operating surplus each quarter, as opposed to the actual amounts
spent. The amount of estimated maintenance capital expenditures deducted from operating surplus is
subject to review and change by the board of directors of our general partner at least once a year,
provided that any change must be approved by our conflicts committee. The estimate is made at least
annually and whenever an event occurs that is likely to result in a material adjustment to the
amount of our maintenance capital expenditures, such as a major acquisition or the introduction of
new governmental regulations that affects our fleet. For purposes of calculating operating surplus,
any adjustment to this estimate is prospective only.
The use of estimated maintenance capital expenditures in calculating operating surplus has the
following effects:
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it reduces the risk that actual maintenance capital expenditures in any one quarter
will be large enough to make operating surplus less than the minimum quarterly
distribution to be paid on all the units for that quarter and subsequent quarters; |
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it reduces the need for us to borrow under our working capital facility to pay
distributions; |
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it is more difficult for us to raise our distribution above the minimum quarterly
distribution and pay incentive distributions to our general partner; and |
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it reduces the likelihood that a large maintenance capital expenditure in a period
will prevent the general partners affiliates from being able to convert some or all
of their subordinated units into common units since the effect of an estimate is to
spread the expected expense over several periods, mitigating the effect of the actual
payment of the expenditure on any single period. |
-22-
Definition of Capital Surplus
Capital surplus generally is generated only by:
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borrowings other than working capital borrowings; |
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sales of debt and equity securities; and |
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sales or other dispositions of assets for cash, other than inventory, accounts
receivable and other current assets sold in the ordinary course of business or
non-current assets sold as part of normal retirements or replacements of assets. |
Characterization of Cash Distributions
We treat all available cash distributed as coming from operating surplus until the sum of all
available cash distributed since we began operations equals the operating surplus as of the most
recent date of determination of available cash. We treat any amount distributed in excess of
operating surplus, regardless of its source, as capital surplus. We do not anticipate that we will
make any distributions from capital surplus.
Subordination Period
General
During the subordination period, which we define below, the common units will have the right
to receive distributions of available cash from operating surplus in an amount equal to the minimum
quarterly distribution of $0.4125 per quarter, plus any arrearages in the payment of the minimum
quarterly distribution on the common units from prior quarters, before any distributions of
available cash from operating surplus may be made on the subordinated units. The purpose of the
subordinated units is to increase the likelihood that during the subordination period there will be
available cash to be distributed on the common units.
Definition of Subordination Period
The subordination period generally will extend until the first day of any quarter, beginning
after March 31, 2010, that each of the following tests are met:
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distributions of available cash from operating surplus on each of the outstanding
common units and subordinated units equaled or exceeded the minimum quarterly
distribution for each of the three consecutive, non-overlapping four-quarter periods
immediately preceding that date; |
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the adjusted operating surplus (as defined below) generated during each of the
three consecutive, non-overlapping four-quarter periods immediately preceding that
date equaled or exceeded the sum of the minimum quarterly distributions on all of the
outstanding common units and subordinated units during those periods on a fully
diluted basis and the related distribution on the 2% general partner interest during
those periods; and |
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there are no arrearages in payment of the minimum quarterly distribution on the
common units. |
If the unitholders remove our general partner without cause, the subordination period may end
before March 31, 2010.
Early Conversion of Subordinated Units
Before the end of the subordination period, 50% of the subordinated units, or up to 7,367,286
subordinated units, may convert into common units on a one-for-one basis immediately after the
distribution of available cash to the partners in respect of any quarter ending on or after:
-23-
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March 31, 2008 with respect to 25% of the subordinated units outstanding
immediately after our initial public offering; and |
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March 31, 2009 with respect to a further 25% of the subordinated units outstanding
immediately after our initial public offering. |
The early conversions will occur if at the end of the applicable quarter each of the following
occurs:
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distributions of available cash from operating surplus on each of the outstanding
common units and subordinated units equaled or exceeded the minimum quarterly
distribution for each of the three consecutive, non-overlapping four-quarter periods
immediately preceding that date; |
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the adjusted operating surplus generated during each of the three consecutive,
non-overlapping four-quarter periods immediately preceding that date equaled or
exceeded the sum of the minimum quarterly distributions on all of the outstanding
common units and subordinated units during those periods on a fully diluted basis and
the related distribution on the 2% general partner interest during those periods; and |
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there are no arrearages in payment of the minimum quarterly distribution on the
common units. |
However, the second early conversion of the subordinated units may not occur until at least
one year following the first early conversion of the subordinated units.
For purposes of determining whether sufficient adjusted operating surplus has been generated
under these conversion tests, the conflicts committee of our general partners board of directors
may adjust adjusted operating surplus upwards or downwards if it determines in good faith that the
estimated amount of maintenance capital expenditures used in the determination of operating surplus
was materially incorrect, based on circumstances prevailing at the time of original determination
of the estimate.
Definition of Adjusted Operating Surplus
Adjusted operating surplus for any period generally means:
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operating surplus generated with respect to that period; less |
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any net increase in working capital borrowings with respect to that period; less |
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any net reduction in cash reserves for operating expenditures with respect to that
period not relating to an operating expenditure made with respect to that period; plus |
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any net decrease in working capital borrowings with respect to that period; plus |
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any net increase in cash reserves for operating expenditures with respect to that
period required by any debt instrument for the repayment of principal, interest or
premium. |
Adjusted operating surplus is intended to reflect the cash generated from operations during a
particular period and therefore excludes net increases in working capital borrowings and net
drawdowns of reserves of cash generated in prior periods.
Effect of Expiration of the Subordination Period
Upon expiration of the subordination period, each outstanding subordinated unit will convert
into one common unit and will then participate pro rata with the other common units in
distributions of available cash. In addition, if the unitholders remove our general partner other
than for cause and units held by our general partner and its affiliates are not voted in favor of
such removal:
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the subordination period will end and each subordinated unit will immediately
convert into one common unit; |
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any existing arrearages in payment of the minimum quarterly distribution on the
common units will be extinguished; and |
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our general partner will have the right to convert its general partner interest
and, if any, its incentive distribution rights into common units or to receive cash in
exchange for those interests. |
Distributions of Available Cash From Operating Surplus During the Subordination Period
We make distributions of available cash from operating surplus for any quarter during the
subordination period in the following manner:
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first, 98% to the common unitholders, pro rata, and 2% to our general partner,
until we distribute for each outstanding common unit an amount equal to the minimum
quarterly distribution for that quarter; |
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second, 98% to the common unitholders, pro rata, and 2% to our general partner,
until we distribute for each outstanding common unit an amount equal to any arrearages
in payment of the minimum quarterly distribution on the common units for any prior
quarters during the subordination period; |
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third, 98% to the subordinated unitholders, pro rata, and 2% to our general
partner, until we distribute for each subordinated unit an amount equal to the minimum
quarterly distribution for that quarter; and |
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thereafter, in the manner described in Incentive Distribution Rights below. |
Distributions of Available Cash From Operating Surplus After the Subordination Period
We will make distributions of available cash from operating surplus for any quarter after the
subordination period in the following manner:
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first, 98% to all unitholders, pro rata, and 2% to our general partner, until we
distribute for each outstanding unit an amount equal to the minimum quarterly
distribution for that quarter; and |
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thereafter, in the manner described in Incentive Distribution Rights below. |
Incentive Distribution Rights
Incentive distribution rights represent the right to receive an increasing percentage of
quarterly distributions of available cash from operating surplus after the minimum quarterly
distribution and the target distribution levels have been achieved. Our general partner currently
holds the incentive distribution rights, but may transfer these rights separately from its general
partner interest, subject to restrictions in the partnership agreement.
If for any quarter:
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we have distributed available cash from operating surplus to the common and
subordinated unitholders in an amount equal to the minimum quarterly distribution; and |
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we have distributed available cash from operating surplus on outstanding common
units in an amount necessary to eliminate any cumulative arrearages in payment of the
minimum quarterly distribution; |
then, we will distribute any additional available cash from operating surplus for that quarter
among the unitholders and our general partner in the following manner:
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first, 98% to all unitholders, pro rata, and 2% to our general partner, until each
unitholder receives a total of $0.4625 per unit for that quarter (the first target
distribution); |
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second, 85% to all unitholders, pro rata, and 15% to our general partner, until
each unitholder receives a total of $0.5375 per unit for that quarter (the second
target distribution); |
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third, 75% to all unitholders, pro rata, and 25% to our general partner, until each
unitholder receives a total of $0.6500 per unit for that quarter (the third target
distribution); and |
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thereafter, 50% to all unitholders, pro rata, and 50% to our general partner. |
In each case, the amount of the target distribution set forth above is exclusive of any
distributions to common unitholders to eliminate any cumulative arrearages in payment of the
minimum quarterly distribution. The percentage interests set forth above for our general partner
include its 2% general partner interest and assume the general partner has not transferred the
incentive distribution rights.
Percentage Allocations of Available Cash From Operating Surplus
The following table illustrates the percentage allocations of the additional available cash
from operating surplus among the unitholders and our general partner up to the various target
distribution levels. The amounts set forth under Marginal Percentage Interest in Distributions
are the percentage interests of the unitholders and our general partner in any available cash from
operating surplus we distribute up to and including the corresponding amount in the column Total
Quarterly Distribution Target Amount, until available cash from operating surplus we distribute
reaches the next target distribution level, if any. The percentage interests shown for the
unitholders and our general partner for the minimum quarterly distribution are also applicable to
quarterly distribution amounts that are less than the minimum quarterly distribution. The
percentage interests shown for our general partner include its 2% general partner interest and
assume the general partner has not transferred the incentive distribution rights.
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Marginal Percentage Interest |
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Total Quarterly |
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in Distributions |
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Distribution Target Amount |
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Unitholders |
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General Partner |
Minimum Quarterly Distribution |
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0.4125 |
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98 |
% |
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2 |
% |
First Target Distribution |
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up to $0.4625 |
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98 |
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2 |
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Second Target Distribution |
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above $0.4625 up to $0.5375 |
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85 |
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15 |
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Third Target Distribution |
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above $0.5375 up to $0.6500 |
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75 |
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25 |
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Thereafter |
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above $0.6500 |
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50 |
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50 |
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Distributions From Capital Surplus
How Distributions From Capital Surplus Will Be Made
We will make distributions of available cash from capital surplus, if any, in the following
manner:
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first, 98% to all unitholders, pro rata, and 2% to our general partner, until we
distribute for each common unit that was issued in this offering, an amount of
available cash from capital surplus equal to the initial public offering price; |
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second, 98% to the common unitholders, pro rata, and 2% to our general partner,
until we distribute for each common unit, an amount of available cash from capital
surplus equal to any unpaid arrearages in payment of the minimum quarterly
distribution on the common units; and |
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thereafter, we will make all distributions of available cash from capital surplus
as if they were from operating surplus. |
Effect of a Distribution From Capital Surplus
The partnership agreement treats a distribution of capital surplus as the repayment of the
$22.00 initial unit price from our initial public offering on May 10, 2005, which is a return of
capital. That initial public offering price less any distributions of capital surplus per unit is
referred to as the unrecovered initial unit price. Each time a distribution of capital surplus is
made, the minimum quarterly distribution and the target distribution levels will be reduced in the
same proportion as the corresponding reduction in the unrecovered initial unit price. Because
distributions of capital surplus will reduce the minimum quarterly distribution, after any of these
distributions are made, it may be easier for our general partner to receive incentive distributions
and for the subordinated units to convert into common units. However, any distribution of capital
surplus before the unrecovered initial unit price is reduced to zero cannot be applied to the
payment of the minimum quarterly distribution or any arrearages.
Once we distribute capital surplus on a unit issued in our initial public offering in an
amount equal to the initial public offering price for our initial public offering, we will reduce
the minimum quarterly distribution and the target distribution levels to zero. We will then make
all future distributions from operating surplus, with 50% being paid to the holders of units and
50% to our general partner. The percentage interests shown for our general partner include its 2%
general partner interest and assume the general partner has not transferred the incentive
distribution rights.
Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels
In addition to adjusting the minimum quarterly distribution and target distribution levels to
reflect a distribution of capital surplus, if we combine our units into fewer units or subdivide
our units into a greater number of units, we will proportionately adjust:
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the minimum quarterly distribution; |
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the target distribution levels; |
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the unrecovered initial unit price; and |
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the number of common units issuable during the subordination period without a
unitholder vote. |
For example, if a two-for-one split of the common units should occur, the minimum quarterly
distribution, the target distribution levels and the unrecovered initial unit price would each be
reduced to 50% of its initial level and the number of common units issuable during the
subordination period without a unitholder vote would double. We will not make any adjustment by
reason of the issuance of additional units for cash or property.
In addition, if legislation is enacted or if existing law is modified or interpreted by a
governmental taxing authority so that we become taxable as a corporation or otherwise subject to
taxation as an entity for U.S. federal, state, local or non-U.S. income tax purposes, we will
reduce the minimum quarterly distribution and the target distribution levels for each quarter by
multiplying each distribution level by a fraction, the numerator of which is available cash for
that quarter and the denominator of which is the sum of available cash for that quarter plus the
general partners estimate of our aggregate liability for the quarter for such income taxes payable
by reason of such legislation or interpretation. To the extent that the actual tax liability
differs from the estimated tax liability for any quarter, the difference will be accounted for in
subsequent quarters.
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Distributions of Cash Upon Liquidation
General
If we dissolve in accordance with our partnership agreement, we will sell or otherwise dispose
of our assets in a process called liquidation. We will first apply the proceeds of liquidation to
the payment of our creditors. We will distribute any remaining proceeds to the unitholders and our
general partner, in accordance with their capital account balances, as adjusted to reflect any gain
or loss upon the sale or other disposition of our assets in liquidation.
The allocations of gain and loss upon liquidation are intended, to the extent possible, to
entitle the holders of outstanding common units to a preference over the holders of outstanding
subordinated units upon our liquidation, to the extent required to permit common unitholders to
receive their unrecovered initial unit price plus the minimum quarterly distribution for the
quarter during which liquidation occurs plus any unpaid arrearages in payment of the minimum
quarterly distribution on the common units. However, there may not be sufficient gain upon our
liquidation to enable the holders of common units to fully recover all of these amounts, even
though there may be cash available for distribution to the holders of subordinated units. Any
further net gain recognized upon liquidation will be allocated in a manner that takes into account
the incentive distribution rights of our general partner.
Manner of Adjustments for Gain
The manner of the adjustment for gain is set forth in the partnership agreement. If our
liquidation occurs before the end of the subordination period, we will allocate any gain to the
partners in the following manner:
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first, to our general partner and the holders of units who have negative balances
in their capital accounts to the extent of and in proportion to those negative
balances; |
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second, 98% to the common unitholders, pro rata, and 2% to our general partner,
until the capital account for each common unit is equal to the sum of: |
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(1) the unrecovered initial unit price; |
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(2) the amount of the minimum quarterly distribution for the quarter during
which our liquidation occurs; and |
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(3) any unpaid arrearages in payment of the minimum quarterly distribution; |
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third, 98% to the subordinated unitholders, pro rata, and 2% to our general partner
until the capital account for each subordinated unit is equal to the sum of: |
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(1) the unrecovered initial unit price; and |
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(2) the amount of the minimum quarterly distribution for the quarter during
which our liquidation occurs; |
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fourth, 98% to all unitholders, pro rata, and 2% to our general partner, until we
allocate under this paragraph an amount per unit equal to: |
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(1) the sum of the excess of the first target distribution per unit over the
minimum quarterly distribution per unit for each quarter of our existence; less |
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(2) the cumulative amount per unit of any distributions of available cash from
operating surplus in excess of the minimum quarterly distribution per unit that we
distributed 98% to the unitholders, pro rata, and 2% to our general partner, for
each quarter of our existence; |
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fifth, 85% to all unitholders, pro rata, and 15% to our general partner, until we
allocate under this paragraph an amount per unit equal to: |
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(1) the sum of the excess of the second target distribution per unit over the
first target distribution per unit for each quarter of our existence; less |
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(2) the cumulative amount per unit of any distributions of available cash from
operating surplus in excess of the first target distribution per unit that we
distributed 85% to the unitholders, pro rata, and 15% to our general partner for
each quarter of our existence; |
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sixth, 75% to all unitholders, pro rata, and 25% to our general partner, until we
allocate under this paragraph an amount per unit equal to: |
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(1) the sum of the excess of the third target distribution per unit over the
second target distribution per unit for each quarter of our existence; less |
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(2) the cumulative amount per unit of any distributions of available cash from
operating surplus in excess of the second target distribution per unit that we
distributed 75% to the unitholders, pro rata, and 25% to our general partner for
each quarter of our existence; and |
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thereafter, 50% to all unitholders, pro rata, and 50% to our general partner. |
The percentage interests set forth above for our general partner include its 2% general
partner interest and assume the general partner has not transferred the incentive distribution
rights.
If the liquidation occurs after the end of the subordination period, the distinction between
common units and subordinated units will disappear, so that clause (3) of the second bullet point
above and all of the third bullet point above will no longer be applicable.
Manner of Adjustments for Losses
If our liquidation occurs before the end of the subordination period, we will generally
allocate any loss to our general partner and the unitholders in the following manner:
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first, 98% to holders of subordinated units in proportion to the positive balances
in their capital accounts and 2% to our general partner, until the capital accounts of
the subordinated unitholders have been reduced to zero; |
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second, 98% to the holders of common units in proportion to the positive balances
in their capital accounts and 2% to our general partner, until the capital accounts of
the common unitholders have been reduced to zero; and |
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thereafter, 100% to our general partner. |
If the liquidation occurs after the end of the subordination period, the distinction between
common units and subordinated units will disappear, so that the first bullet point above will no
longer be applicable.
Adjustments to Capital Accounts
We will make adjustments to capital accounts upon the issuance of additional units. In doing
so, we will allocate any unrealized and, for tax purposes, unrecognized gain or loss resulting from
the adjustments to
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the existing unitholders and our general partner in the same manner as we allocate gain or
loss upon liquidation. In the event that we make positive adjustments to the capital accounts upon
the issuance of additional units, we will allocate any later negative adjustments to the capital
accounts resulting from the issuance of additional units or upon our liquidation in a manner which
results, to the extent possible, in our general partners and unitholders capital account balances
equaling the amount which they would have been if no earlier positive adjustments to the capital
accounts had been made.
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Material Tax Considerations
A description of material tax considerations relating to our common units is set forth under
the captions Material U.S. Federal Income Tax Consequences and Non-United States Tax
Consequences in the prospectus filed by us pursuant to Rule 424(b) under the U.S. Securities Act
of 1933, as amended, which prospectus constituted a part of our Registration Statement on Form F-1,
as amended (Registration No. 333-129413), initially filed with the U.S. Securities and Exchange
Commission on November 2, 2005. Such portions of such prospectus shall be deemed to be
incorporated herein by reference. There is no reciprocal tax treaty between the Republic of the
Marshall Islands, the jurisdiction in which Teekay LNG Partners is organized, and the United States
regarding tax withholding.
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Item 2. Exhibits.
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Exhibit No. |
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Description |
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1
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First Amended and Restated Agreement of Limited
Partnership of Teekay LNG Partners L.P. dated as of May
10, 2005, as amended by Amendment No. 1 dated as of May
31, 2006 (incorporated herein by reference to Exhibit
3.2 to the Report on Form 6-K of Teekay LNG Partners
L.P. filed with the U.S. Securities and Exchange
Commission on August 17, 2006). |
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2
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Registrants Registration Statement on Form F-1, as
amended (Registration No. 333-129413) filed with the
U.S. Securities and Exchange Commission on November 2,
2005 and as subsequently amended (incorporated herein
by reference). |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: September 28, 2006
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TEEKAY LNG PARTNERS L.P. |
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By:
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Teekay GP L.L.C. |
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By
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/s/ Bruce C. Bell |
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Name: Bruce C. Bell
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Title: Secretary |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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1
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First Amended and Restated Agreement of Limited
Partnership of Teekay LNG Partners L.P. dated as of May
10, 2005, as amended by Amendment No. 1 dated as of May
31, 2006 (incorporated herein by reference to Exhibit
3.2 to the Report on Form 6-K of Teekay LNG Partners
L.P. filed with the U.S. Securities and Exchange
Commission on August 17, 2006). |
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2
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Registrants Registration Statement on Form F-1, as
amended (Registration No. 333-129413) filed with the
U.S. Securities and Exchange Commission on November 2,
2005 and as subsequently amended (incorporated herein
by reference). |
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