Author Topic: TOO - Teekay Offshore Partners L.P.  (Read 72517 times)

petec

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Re: TOO - Teekay Offshore Partners L.P.
« Reply #270 on: May 23, 2019, 08:20:05 AM »
For those interested, we are writing a letter to the TOO conflicts committee and to Brookfield Asset Management.  Governance at BBU is exceptionally bad and off-brand for Brookfield.  Will post a link shortly or email me at seth@jdpcap.com

Seth can they actually force people to sell at this point?

I'm intrigued by this question from Pete,

If the answer to this question actually is "Yes", then I'll be really puzzled [I then live another place subject totally different partnership law & practice]. I think the TOO Partnership Agreement must be the key & basis for a judgement on this question. I couldn't find it on the TOO website. [It may be there some place that has skipped my attention, though.]

I found the original prospectus for TOO on the Oslo Stock Exchange. The agreement [dated, naturally] is in the annexes - better than nothing for those interested. Personally, I'm not going to dive into this matter, but I'm curious to hear from somebody about the answer. [I'm not directly involved in the TOO situation & the weather is too good today.]

Link.

It may have more to do with the law than the partnership agreement. Certainly in some jurisdictions if (say) 95% of shareholders are keen to sell, the other 5% can be forced to. But you do have to reach a threshold. I'm not sure what that would be for TOO, but my assumption is that the independent committee can only recommend that shareholders accept the offer. Whether they do so is up to them unless the threshold is reached.

NB this is only an assumption and I may be wrong.
FFH MSFT BRK BAM ATCO LNG IHG TFG CGT DC/A


John Hjorth

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Re: TOO - Teekay Offshore Partners L.P.
« Reply #271 on: May 23, 2019, 08:46:45 AM »
I agree to this important addition of yours to my post, Pete,

We can actually observe it on the registration document:

Quote from: Registration Document
... Registered in the Republic of the Marshall Islands pursuant to the Limited Partnership Act ...

I'm not going to try guessing what implications of "pursuant" or "not pursuant" are here. However I feel confident that the for bloated superstructure that we see here for TOO - like for BPY, BEP, BIP & BBU - above the operating legal entities - is present for a reason, except a guess for tax reason.
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Pondside47

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Re: TOO - Teekay Offshore Partners L.P.
« Reply #272 on: May 23, 2019, 08:56:57 AM »
For those interested, we are writing a letter to the TOO conflicts committee and to Brookfield Asset Management.  Governance at BBU is exceptionally bad and off-brand for Brookfield.  Will post a link shortly or email me at seth@jdpcap.com

Seth can they actually force people to sell at this point?

I'm intrigued by this question from Pete,

If the answer to this question actually is "Yes", then I'll be really puzzled [I then live another place subject totally different partnership law & practice]. I think the TOO Partnership Agreement must be the key & basis for a judgement on this question. I couldn't find it on the TOO website. [It may be there some place that has skipped my attention, though.]

I found the original prospectus for TOO on the Oslo Stock Exchange. The agreement [dated, naturally] is in the annexes - better than nothing for those interested. Personally, I'm not going to dive into this matter, but I'm curious to hear from somebody about the answer. [I'm not directly involved in the TOO situation & the weather is too good today.]

Link.

Short answer is yes but the price depends. See page 99 article XV SECTION 15.1 of the linked article. I wonder if similar clauses exist in things like  BPY.

Pondside47

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« Last Edit: May 23, 2019, 05:00:13 PM by Pondside47 »

petec

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Re: TOO - Teekay Offshore Partners L.P.
« Reply #274 on: May 23, 2019, 09:57:16 AM »
To answer my own question, the take over bid requirement of Brookfield sponsored entities are much higher. 90% of the shares not owned by the offerer and its affiliates need to agree.

Sooooo...whats the issue here? Thats a very strong protection for minorities. One could even put a positive spin on the situation and say that Brookfield are offering minorities liquidity on the same terms they offered it to the original parent. Large holders looking to exit might view that as a good thing - effectively a tagalong right.

Im being deliberately provocative here, but only because Im interested. No offence intended. What am I missing?
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John Hjorth

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Re: TOO - Teekay Offshore Partners L.P.
« Reply #275 on: May 23, 2019, 09:58:48 AM »
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.
« Last Edit: May 23, 2019, 10:23:45 AM by John Hjorth »
In the race of excellence there is no finish line.
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Young_Investor

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Re: TOO - Teekay Offshore Partners L.P.
« Reply #276 on: May 30, 2019, 05:13:53 AM »
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

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Re: TOO - Teekay Offshore Partners L.P.
« Reply #277 on: June 05, 2019, 10:05:15 PM »
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

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Re: TOO - Teekay Offshore Partners L.P.
« Reply #278 on: June 18, 2019, 11:11:58 AM »
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

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Re: TOO - Teekay Offshore Partners L.P.
« Reply #279 on: June 18, 2019, 12:04:00 PM »
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