TOO - Teekay Offshore Partners L.P.

[John Hjorth]

Pondside,

 

Personally I would really appreciate, if you would carry these BPY findings with links/sources over to the BAM topic and post them there, because there are so many layers - at least several - of minorities in the whole BAM structure, including the superstructure above BAM parent.

 

Thank you in advance.

[Young_Investor]

Any thoughts on this? https://www.tradewindsnews.com/offshore/1794834/teekay-offshore-seeking-help-to-evaluate-brookfield-deal

 

I imagine the BoD has made up their mind and a financial advisor would be coming in to justify whatever their course of action is. That being said, given that the outside advisor is exposed to liability, this is potentially a big upside opportunity for TOO shareholders.

[BG2008]

The perfect hashtag to highlight this injustice would be: 

 

#BAM_ME_TOO

Bruce Flatt is the Harvey Weinstein of taking advantage of minority shareholders

 

I might have peaked, lyrically. 

 

 

 

 

 

[Young_Investor]

Any news regarding this? There appears to be a non-deal roadshow in June 12th / 13th (perhaps that is part of the process of valuing the company)? In addition, two advisers have been appointed to assess the deal and it's been two weeks. Typically, a fairness opinion would be out by now if it was a rush job to get the deal passed. I assume the delay is positive for shareholders?

[Zorrofan]

Maybe I'm being naive but I can't see how the Committee can recommend acceptance of a $1.05 bid when the stock is trading roughly $0.09 higher than that. It would seem, to me at least, that BBU will need to come back with a slightly better bid. Still likely to be wildly less than a great offer but better than $1.05.  Thoughts anyone??

 

cheers

Zorro

[Guest Schwab711]

Maybe I'm being naive but I can't see how the Committee can recommend acceptance of a $1.05 bid when the stock is trading roughly $0.09 higher than that. It would seem, to me at least, that BBU will need to come back with a slightly better bid. Still likely to be wildly less than a great offer but better than $1.05.  Thoughts anyone??

 

cheers

Zorro

 

TK was a large sophisticated 3rd party shareholder from a legal point of view. The offer is almost certainly going to be accepted because BAM can easily support the reasonability of the offer. ELDO had a similar story (though it was a corporation and not a partnership). There's no appraisal rights here so it's even worse.

[Zorrofan]

JDP Capital has a new presentation out arguing the BBU offer is really quite a lowball offer. Their presentation also includes a presentation made by TOO at a private investment conference. JDP clearly wants a better price.

 

https://jdpcap.com/wp-content/uploads/2019/06/JDP-Valuation-DNB-Presentation.pdf

 

 

[Young_Investor]

JDP Capital came out with a statement that TOO values itself at $2.80 per share. Is there a link to this statement somewhere (don't see it in a press release), I'm guessing it was part of the roadshow? If that's the case, this could be big. If Brookfield withdraws the offer or ups it to $2.80, it would be great.

[racemize]

JDP Capital came out with a statement that TOO values itself at $2.80 per share. Is there a link to this statement somewhere (don't see it in a press release), I'm guessing it was part of the roadshow? If that's the case, this could be big. If Brookfield withdraws the offer or ups it to $2.80, it would be great.

 

I think there is approximately 0% chance of $2.8. 

 

Best case I see is $1.5

[Steven B]

Yeah, that sounds more reasonable, and even that's a stretch. Don't hold ur breath on this one.

[Spekulatius]

The GP/LP deals I have been involved with got about a 10% bump. Who knows? what we do know is that BAM doesn’t like to pay more than absolutely necessary.

[BG2008]

#BAM_ME_TOO

 

[Young_Investor]

Stock is up to $1.35 today. I guess people are pricing in a major increase in offer price? At this price, whoever is buying is probably assuming the takeout price is a lot above $1.50.

 

Volume is also above normal.

[writser]

Stock is up to $1.35 today. I guess people are pricing in a major increase in offer price? At this price, whoever is buying is probably assuming the takeout price is a lot above $1.50.

 

Volume is also above normal.

 

Or, the cynical view: has more information than others.

[cornerbrook]

class action complaint in NY

[whistlerbumps]

Anyone have any sense of a timeline for the conflicts committee to come out with their recommendation?

[whistlerbumps]

Anyone have any sense of a timeline for the conflicts committee to come out with their recommendation?

Answering my own question... from the BBU report

 

This special committee has engaged independent financial and legal

advisors to support the process, and we expect to deal with this transaction in the third quarter of 2019.

[Young_Investor]

Results today were a bit worse than expected. Most likely dressed up by Brookfield. Given the above post, it looks like the takeout will happen soon at the proposed price or a slight premium. Only thing that makes me think a bump will occur is that given the small size of the equity, Brookfield may find it easier to bump it by 30-40% rather than pay the legal fees.

[given2invest]

lol @ 30-40%.  That will not happen. 

[John Hjorth]

class action complaint in NY

 

Does anybody have any idea about what the above post from cornerbrook is about?

[5xEBITDA]

Results today were a bit worse than expected. Most likely dressed up by Brookfield.

 

Jeez I get people are bummed about whats going, but come on...

 

Looks like nothing more than a flat quarter.

[Young_Investor]

class action complaint in NY

 

Does anybody have any idea about what the above post from cornerbrook is about?

 

https://www.tradewindsnews.com/legal/teekay-offshore-shareholders-sue-over-brookfield-deal/2-1-637886

[Young_Investor]

Looks like Brookfield is going for a squeezeout. They bought $56 million of additional stock, increasing their stake to 63% of the total. https://financerecorder.com/brookfield-asset-management-inc-position-in-teekay-offshore-partners-lp-too-boosted-by-56-59-million-as-stock-price-declined/

[Capensis]

http://www.globenewswire.com/news-release/2019/10/01/1923146/0/en/Teekay-Offshore-Partners-Announces-Agreement-for-the-Acquisition-of-Its-Publicly-Held-Common-Units-by-Brookfield.html

 

Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO) today announced that it has entered into an agreement and plan of merger (the Merger Agreement) with Brookfield Business Partners L.P., and certain of its affiliates and institutional partners (collectively, the Brookfield Consortium). Pursuant to the Merger Agreement, the Brookfield Consortium will acquire by merger all of the outstanding publicly held common units representing limited partner interests of the Partnership (common units) not already held by the Brookfield Consortium (unaffiliated unitholders) in exchange for $1.55 in cash per common unit (the cash consideration). The cash consideration represents an increase of $0.34 (28.1 percent) per common unit when compared to the closing price per common unit on May 16, 2019, immediately prior to Brookfield’s initial offer and a premium of $0.39 (33.6 percent) to the $1.16 closing price per common unit on September 30, 2019. As an alternative to receiving the cash consideration, each unaffiliated unitholder will have the option (the unit option) to elect to receive one newly designated unlisted Class A Common Unit of the Partnership (the equity consideration) per common unit. The Class A Common Units will be economically equivalent to the common units to be held by the Brookfield Consortium following the closing of the merger, but will have limited voting rights and limited transferability.

[BG2008]

http://www.globenewswire.com/news-release/2019/10/01/1923146/0/en/Teekay-Offshore-Partners-Announces-Agreement-for-the-Acquisition-of-Its-Publicly-Held-Common-Units-by-Brookfield.html

 

Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO) today announced that it has entered into an agreement and plan of merger (the Merger Agreement) with Brookfield Business Partners L.P., and certain of its affiliates and institutional partners (collectively, the Brookfield Consortium). Pursuant to the Merger Agreement, the Brookfield Consortium will acquire by merger all of the outstanding publicly held common units representing limited partner interests of the Partnership (common units) not already held by the Brookfield Consortium (unaffiliated unitholders) in exchange for $1.55 in cash per common unit (the cash consideration). The cash consideration represents an increase of $0.34 (28.1 percent) per common unit when compared to the closing price per common unit on May 16, 2019, immediately prior to Brookfield’s initial offer and a premium of $0.39 (33.6 percent) to the $1.16 closing price per common unit on September 30, 2019. As an alternative to receiving the cash consideration, each unaffiliated unitholder will have the option (the unit option) to elect to receive one newly designated unlisted Class A Common Unit of the Partnership (the equity consideration) per common unit. The Class A Common Units will be economically equivalent to the common units to be held by the Brookfield Consortium following the closing of the merger, but will have limited voting rights and limited transferability.

 

This is pretty incredible outcome measured from when Brookfield lowballed the offer.  I don't think I have seen a group of LP being able to force someone like Brookfield's hand like this.  Brookfield still sucks and is the vapid vampire squid.