February 15, 2005
Leo Chang
Watson, Farley & Williams
100 Park Avenue, 31st Floor
New York, New York 10017
Re: Teekay LNG Partners L.P.
Form F-1; Amendment No. 1
Filed January 28, 2005
File No. 333-120727
Dear Mr. Chang:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
Note 3. Significant Forecast Assumptions
Interest Expense, page 66
1. Please disclose the amount of debt and related capitalized
interest associated with new construction that has been excluded,
along with the associated interest rate.
Certain Relationships and Related Party Transactions, page 146
2. Revise your disclosure to describe in greater detail the
"incentive fee" that may be payable by you to your general
partner,
Teekay Shipping Corporation, pursuant to the omnibus agreement.
Quantify the incentive fee and discuss the extent to which the
amounts payable are discretionary. Furthermore, to the extent
that
this incentive fee reduces your cash available for distribution,
please revise the "Risk Factors" and "Cash Available for
Distribution" sections.
Conflicts of Interest and Fiduciary Duties, page 155
3. We note your response to comment 47 and 23 that the provisions
of
the Marshall Islands Act resemble provisions of the limited
partnership laws of a number of states in the United States.
Please
provide a detailed comparison of the material differences from
Marshall Islands law to the United States law for your
unitholders.
Otherwise, please provide representation that there are no
material
differences between Marshall Islands law and United States law.
Unaudited Pro Forma Consolidated Financial Statements of Teekay
LNG
Partners L.P.
Notes to Unaudited Pro Forma Consolidated Financial Statements
Note 1. Basis of Presentation, page F-8
4. Refer to prior comment number 64. We note that you could not
estimate for pro forma purposes expenses associated with the
services
agreement and fees and costs of the general partner. However,
expenses for such were reflected in the forecast. Please
reconcile
the respective treatments for pro forma and forecast purposes.
Note 3. Pro Forma Adjustments and Assumptions, page F-9
5. For each period presented, please clearly disclose how basic
and
diluted earnings per unit for each type of unit and in total were
calculated and the basis for the number of units used in the
calculation. Your disclosure should include the rights to
earnings
of each type of unit in determining the amount of earnings
allocated
to each type of unit.
6. Also, please cross reference the calculation of pro forma
earnings
per unit disclosed in "Summary" and "Selected" data to the
calculation here.
Consolidated Audited Financial Statements of Teekay Shipping Spain
Note 1. Summary of Significant Accounting Policies
Basis of presentation, page F-18
7. Refer to prior comment number 71. We note that you do not use
self insurance as a form of insurance. It appears from your
disclosure at the top of page 133 that you have self insurance
that
is guaranteed by a related company. Please clarify your response
in
regard to this disclosure, and tell us the related company that
provides the guarantee.
8. Additionally, explain to us how you account for the gross
amount
of claims covered by such guarantee. If claims are recorded net
of
the amount guaranteed, please explain why this presentation is
appropriate.
Note 8. Related Party Transactions, page F-24
9. Refer to prior comment number 78. Please explain whether or
not
the operations of NFT Gas prior to its acquisition by Teekay Spain
were included in the financial statements of Teekay Spain, and why
such reporting was appropriate. Tell us the amount of revenues,
expenses and net income of NFT Gas for 2002.
Exhibits
10. Please note that we will not be in a position to accelerate
the
effectiveness of this registration statement until the outstanding
comments on your filing are resolved, including comments on any
exhibits to be provided by amendment, such as the opinions. The
staff will need ample time to review these exhibits once on file.
Closing
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
As appropriate, please amend your registration statements in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
Direct any questions on the financial statements and related
disclosure to Doug Jones at (202) 824-5368, or Michael Fay, at
(202)
942-1907. Direct any other questions to Hanna Teshome at (202)
942-
2975, or in her absence to me at (202) 942-2936.
Sincerely,
Sara W. Dunton
Branch Chief
cc: via facsimile
Alan P. Baden
Vinson & Elkins LLP
(212) 237-0100
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Teekay LNG Partners L.P.
February 15, 2005
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