UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
November 14, 2019
Via E-mail
Michael Swidler, Esq.
Baker Botts L.L.P.
30 Rockefeller Plaza
New York, NY 10112
Re: Teekay Offshore Partners L.P.
Schedule 13E-3
Filed October 28, 2019 by Partners Limited, Brookfield Asset
Management
Inc., Brookfield Private Equity Inc., Brookfield
Private Equity
Group Holdings LP, BCP GP Limited, Brookfield
Capital Partners
Ltd., Brookfield Asset Management Private
Institutional Capital
Adviser (Private Equity) L.P., Brookfield Capital
Partners
(Bermuda) Ltd., Brookfield TK Acquisition Holdings
LP,
Brookfield TK Block Acquisition LP, Brookfield TK
TOGP LP,
Brookfield TK TOLP LP, Brookfield TK Merger Sub
LLC, Teekay
Offshore GP L.L.C., and Teekay Offshore Partners
L.P.
File No. 005-82284
Dear Mr. Swidler:
We have reviewed the above-referenced filing and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter within ten business days by amending the
filings, by
providing the requested information, or by advising us when you will provide
the requested
response. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to the filings and the information you
provide in
response to these comments, we may have additional comments.
Schedule 13E-3
Item 16. Exhibits
1. We note that you have requested confidential treatment for certain
exhibits. We will
review and provide comments on your request separately.
Michael Swidler, Esq.
Baker Botts L.L.P.
November 14, 2019
Page 2
Preliminary Information Statement
2. Please disclose in an appropriate location your intended timing for
payment of the
consideration in the merger.
Questions and Answers, page 1
3. We note that the Questions and Answers and the Summary Term Sheet cover
20 pages of
your proxy statement. Revise and consolidate both sections to ensure you
comply with
Item 1001 of Regulation M-A.
4. Please update the Selected Historical Consolidated Financial Data (page
16).
Special Note Concerning Forward-Looking Statements, page 21
5. The information required by Items 7, 8 and 9 of Schedule 13E-3 must
appear in a
"Special Factors" section at the beginning of the proxy statement,
immediately following
the Summary section. See Rule 13e-3(e)(1)(ii). Please relocate this
section and the Risk
Factors section.
6. We note the disclaimer on page 23 that you do not undertake any
obligation to update or
revise any forward-looking statements to reflect "events or
circumstances after the date
on which such statement is made or to reflect the occurrence of
unanticipated events."
This disclosure is inconsistent with your obligation under Rules
13e-3(d)(2) and 13e-
3(f)(1)(iii) to amend the Schedule 13E-3 to reflect a material change in
the information
previously disclosed. Please confirm that the information statement will
be amended and
recirculated to comply with those rules as necessary.
Background of the Merger, page 54
7. We note the description of Brookfield's purchase of a significant
interest in Partnership
GP in September 2017 followed by an additional purchase in July 2018. We
also note the
description of the TKC-Brookfield Transaction. Please provide us your
legal analysis of
whether the July 2018 acquisition or the TKC-Brookfield Transaction was
a transaction
in a series of transactions (culminating with the current proposed
merger) subject to Rule
13e-3.
8. We note the reference to a five-year business plan on page 64. With a
view toward
disclosure, please tell us whether the plan contained financial
projections and, if so,
whether those projections have been included in your information
statement.
Michael Swidler, Esq.
Baker Botts L.L.P.
November 14, 2019
Page 3
Recommendation of the Conflicts Committee and the GP Board, page 67
9. Please revise your disclosure to include the fairness determination
required by Item 8 of
Schedule 13E-3. We note that your disclosure in this section is limited
to a finding that
the proposed transaction is advisable and in the best interests of the
Partnership and the
Unaffiliated Unitholders. In this respect, please ensure that the GP
Board's fairness
determination is disclosed and address the factors included in
Instruction 2 to Item 1014
of Regulation M-A.
10. Further, Item 1014(a) of Regulation M-A requires filing persons to state
whether they
believe that the Rule 13e-3 transaction is fair or unfair to
unaffiliated security holders.
Your definition of the term Unaffiliated Unitholders appears to
inappropriately include
directors and officers of the company. Be advised that the staff views
officers and
directors of an issuer as affiliates of the issuer. Please revise the
filing to more clearly
articulate whether the Rule 13e-3 transaction is fair or unfair to
unaffiliated security
holders.
11. On a related note, we note on page 3 of the Schedule 13E-3 and the
second page in the
cover page and on pages 62, 64 and 68 of the information statement that
neither the
Conflicts Committee nor the GP Board would consider or considered the
terms and
conditions of the Unit Alternative in making their fairness
determination. Note that all
filing persons are required to make a fairness determination with
respect to the going
private transaction. See Item 8 of Schedule 13E-3 and Item 1014 of
Regulation M-A.
Given that the Unit Alternative is a material term of the transaction,
please ensure that the
fairness determination disclosure of all filing persons includes
consideration of the Unit
Alternative as well as the Cash Merger Consideration.
12. We note that the Conflicts Committee considered the Evercore opinion.
Note that if any
filing person has based its fairness determination on the analysis of
factors undertaken by
others, such person must expressly adopt this analysis and discussion as
their own in
order to satisfy the disclosure obligation. See Question 20 of Exchange
Act Release No.
34-17719 (April 13, 1981). Please revise to state, if true, that the
Conflicts Committee
adopted Evercore's analyses and conclusion as its own. Alternatively,
revise your
disclosure to include disclosure responsive to Item 1014 of Regulation
M-A and to
address the factors listed in instruction 2 to Item 1014.
13. Please address how each filing person relying on the Evercore opinion,
if any, was able to
reach the fairness determination as to unaffiliated security holders
given that the Evercore
fairness opinion addressed fairness with respect to Unaffiliated
Unitholders (as defined),
rather than all unaffiliated security holders. Refer to Item 1014(a) of
Regulation M-A.
Michael Swidler, Esq.
Baker Botts L.L.P.
November 14, 2019
Page 4
Unaudited Financial Projections of the Partnership, page 72
14. We note on pages 59 and 65 references to the projections delivered to
Evercore being
updated. Please revise your disclosure to include all sets of
projections provided to
Evercore.
15. Disclose the full projections and forecasts instead of their summaries.
16. Please revise your disclosure to describe all of the material
assumptions that underlie
these projections and any material limiting factors on the projected
information so that
investors can have a better understanding of the basis for and
limitations on these
projections.
Opinion of Financial Advisor to the Conflicts Committee, page 74
17. Please revise this section to disclose the data underlying the results
described in each
analysis and to show how that information resulted in the
multiples/values disclosed. For
example, disclose (i) the company's projected results that were used in
conducting the
Discounted Cash Flow analysis (or a cross-reference to those
projections) and how the
analysis resulted in the ranges of values disclosed on page 76, and (ii)
the enterprise
values and EBITDA measures for each comparable company that is the basis
for the
ranges of value disclosed on page 77 for the Selected Public Company
Trading analysis.
Information Concerning the Brookfield Filing Parties, page 135
18. Please provide the disclosure required by General Instruction C to
Schedule 13E-3.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact me at (202) 551-3619 if you have any questions regarding
our comments.
Sincerely,
/s/ Daniel
Duchovny
Daniel Duchovny
Special Counsel
Office of Mergers
& Acquisitions