Business Context and Reporting Period
This Form 6-K filing by Teekay LNG Partners L.P. (the "Partnership") is dated May 23, 2013. The Partnership is a foreign private issuer headquartered in Bermuda. The filing reports the entry into a material definitive agreement on May 22, 2013.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt levels, or liquidity metrics. The document focuses exclusively on the terms of a new equity distribution agreement.
Material Changes and Agreements
On May 22, 2013, the Partnership entered into an Equity Distribution Agreement with Citigroup Global Markets Inc. Key terms include:
- Offering Size: The Partnership may sell common units with an aggregate offering price of up to $100,000,000.
- Sales Method: Units will be sold through ordinary brokers' transactions on the New York Stock Exchange, block transactions, or other agreed methods.
- Compensation: Citigroup is entitled to a commission of 2% of the gross sales price of units sold as agent.
- Principal Sales: The Partnership may also sell units to Citigroup as principal under separate terms.
- Use of Proceeds: Net proceeds are intended for general partnership purposes, including paying or refinancing indebtedness, funding working capital, capital expenditures, or acquisitions.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance, management commentary on operational outlook, or a discussion of risks beyond the standard incorporation of the full agreement text. The Partnership noted that it may file preliminary, unaudited financial results for fiscal quarters in advance of regular reports via Form 6-K.
Investor Verification Checklist
- Verify the current market price of Teekay LNG Partners L.P. common units to assess the potential dilution impact of the $100 million offering.
- Review the full text of the Equity Distribution Agreement (Exhibit 1.1) for specific termination rights or conditions.
- Check the Partnership's most recent Form 20-F or quarterly reports for current outstanding indebtedness levels to evaluate the "refinancing" use of proceeds.
- Confirm the status of the Registration Statement on Form F-3 (No. 333-188387) referenced in the filing.