Exhibit 99.2
TEEKAY CORPORATION ANNOUNCES TENDER OFFER FOR ITS 8.5% SENIOR UNSECURED NOTES DUE 2020
HAMILTON, Bermuda, April 24, 2019 — Teekay Corporation (Teekayor the Company) (NYSE:TK) announced today that it has commenced a cash tender offer (theOffer) to purchase any and all of its outstanding 8.5% Senior Unsecured Notes due 2020 (theNotes), upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated as of April 24, 2019 (theOffer to Purchase) and the related letter of transmittal and consent. Concurrently with the Offer, the Company is soliciting (theSolicitation) from the holders of the Notes a consent (theConsent) to certain proposed amendments (theProposed Amendments) to the indenture governing the Notes described below. The Company intends to fund the Offer with a combination of (i) the net proceeds from the Company’s concurrent bond offering (theBond Offering) of new senior secured notes announced today, (ii) available existing cash and (iii) borrowings under the Company’s equity margin loan facility.
The Offer will expire at 11:59 p.m., New York City time, on May 21, 2019, unless such deadline is extended or earlier terminated by the Company in its sole discretion (such time, as the same may be extended or earlier terminated, theExpiration Time). Holders who validly tender (and do not validly withdraw) their Notes and provide their Consents prior to 5:00 p.m., New York City time, on May 7, 2019 (unless such deadline is extended or the Offer is earlier terminated by Teekay in its sole discretion (such time, as the same may be extended or earlier terminated, theEarly Tender and Consent Date)), will be entitled to receive the total consideration of $1,032.50, payable in cash for each $1,000 principal amount of Notes accepted for repayment, which includes an early tender premium of $50 per $1,000 principal amount of Notes accepted for payment. Holders who validly tender (and do not validly withdraw) their Notes after the Early Tender and Consent Date will be entitled to receive the Offer consideration of $982.50, payable in cash for each $1,000 principal amount of Notes accepted for payment. Accrued and unpaid interest up to, but not including, the applicable settlement date will be paid in cash on all validly tendered (and not validly withdrawn) and accepted Notes. The settlement date for all Notes tendered prior to the Early Tender and Consent Date is expected to occur as early as May 13, 2019, and the settlement for Notes tendered on or after the Early Tender and Consent Date is expected to occur on or about May 23, 2019, subject to the satisfaction of certain conditions. The conditions include, among others, that (i) the Company shall have completed the Bond Offering, on terms satisfactory to it, and the net proceeds to the Company from the Bond Offering, available existing cash of the Company and borrowings under the Company’s equity margin loan facility are sufficient to fund the maximum aggregate payments for Notes tendered in the Offer (assuming the tender of all outstanding Notes prior to the Early Tender and Consent Date) and related expenses and (ii) holders of Notes shall have tendered greater than $400 million in aggregate principal amount of Notes prior to the Early Tender and Consent Date. Teekay may waive these conditions in its sole discretion. Teekay may also amend, extend, or terminate the Offer in its sole discretion.
Holders tendering their Notes will be deemed to have delivered their Consent to the Proposed Amendments to the indenture governing the Notes, which will eliminate substantially all of the restrictive covenants and certain events of default and related provisions. Tendered Notes may not be withdrawn and Consents may not be revoked after 5:00 p.m., New York City time on May 7, 2019, unless such date is extended. Following receipt of Consents of at least a majority of the aggregate principal amount of the outstanding Notes (theRequisite Consents), Teekay will execute a second supplemental indenture effecting the Proposed Amendments.
