UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Date of Report: May 1, 2019

Commission file number 1-12874

TEEKAY CORPORATION

(Translation of registrant’s name into English)

4th Floor

Belvedere Building

69 Pitts Bay Road

Hamilton, HM08 Bermuda

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40- F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

Yes  ☐            No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes  ☐            No  ☒

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE REGISTRANT:

Item 1 — Information Contained in this Form 6-K Report

Explanatory Note

On April 24, 2019, Teekay Corporation, a Republic of the Marshall Islands corporation (the “Company”), filed a Form 6-K with the SEC, announcing, among other things, a proposed $300 million private offering of senior secured notes and a tender offer for the Company’s 8.5% Senior Unsecured Notes due 2020, as well as disclosing additional information in connection therewith. This Form 6-K is being filed to report certain changes to the offering and the Company’s business related to:

This Report on Form 6-K will be deemed to modify and supersede the information set forth in the Report on Form 6-K filed on April 24, 2019.

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Entry into a Material Definitive Agreement.

Securities and Loan Purchase Agreement

On April 29, 2019, the Company, Teekay Finance Limited, a Bermuda corporation (“Teekay Finance”), Teekay Holdings Limited, a Bermuda corporation (“Teekay Holdings”) and Teekay Shipping Limited, a Bermuda corporation (“Teekay Shipping” and, collectively with the Company, Teekay Finance and Teekay Holdings, the “Sellers”) and Brookfield TK TOLP L.P., a Bermuda limited partnership (“Brookfield TOLP”) and Brookfield TK TOGP L.P., a Bermuda limited partnership (“Brookfield TOGP” and, together with Brookfield TOLP, the “Buyers”), entered into a Securities and Loan Purchase Agreement (the “Purchase Agreement”). Under the Purchase Agreement, subject to the terms and conditions set forth therein, in exchange for aggregate consideration of $100,000,000 in cash, the Sellers will sell, transfer and assign to the Buyers, and the Buyers shall purchase from the Sellers, all of the Sellers’ collective right, title and interest in and to (i) 56,587,484 common units representing limited partnership interests in Teekay Offshore, (ii) 49.0% of the outstanding limited liability company interests in Teekay Offshore GP L.L.C., a Republic of the Marshall Islands limited liability company, (iii) warrants to purchase 15,500,000 common units representing limited partnership interests in Teekay Offshore, issued in connection with the 2017 transaction between Teekay Offshore and Brookfield, (iv) warrants to purchase 1,755,000 common units representing limited partnership interests in Teekay Offshore, issued pursuant to that Warrant Agreement, dated as of June 29, 2016, between Teekay Offshore and Computershare Inc. and Computershare Trust Company, N.A. (as Warrant Agent) and (v) the Company’s interests under that Credit Agreement, dated as of March 31, 2018, between Teekay Offshore, Brookfield TOLP, as administrative agent, and Brookfield TOLP and the Company, as lenders.

The Purchase Agreement contains certain customary representations, warranties and covenants of the Sellers and Buyers. The Purchase Agreement provides that the Master Services Agreement, dated as of September 25, 2017, by and among the Company, Teekay Offshore and Brookfield TOLP, and the related service contracts, will continue during the 18-month period following the closing of the Teekay Offshore Sale (the “Closing”) other than in the case of certain events of default under such service contracts. In addition, the Trademark License Agreement, dated as of September 25, 2017, by and between the Company and Teekay Offshore, shall not be amended, terminated or otherwise modified as a result of the consummation of the Teekay Offshore Sale.

The Closing of the transaction is subject to the satisfaction or waiver of specified closing conditions, including, among other things, the removal of encumbrances under the Company’s equity margin revolving credit facility and the absence of a material adverse effect on Teekay Offshore. Following the Closing, the Sellers will hold no remaining equity or debt interest in Teekay Offshore.

Press Release

Attached as Exhibit 99.1 is a press release of Teekay Corporation, dated April 29, 2019, announcing entry into the Purchase Agreement.

Note Offering

We are making certain modifications to our previously announced offering of $300 million in aggregate principal amount of senior secured notes due 2024 as follows. Subject to market conditions, we intend to offer $250 million in aggregate principal amount of senior secured notes due 2022 (the “Notes”) in a private placement to eligible purchasers under Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”) (the “Offering”). The Notes will be guaranteed on a senior secured basis by certain of Teekay’s subsidiaries and initially be secured by first-priority liens on two of Teekay’s floating production, storage and offloading (FPSO) units, a pledge of the equity interests of the Teekay subsidiary that owns all of Teekay’s common units of Teekay LNG Partners L.P. and all of Teekay’s Class A common shares of Teekay Tankers Ltd., and a pledge of the equity interests in the Teekay subsidiaries that own three of its FPSO units.

We expect to receive net proceeds from the issuance of the Notes in the Offering of approximately $240.4 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from the Offering to partially fund the tender offer (the “Tender Offer”) that was announced on April 24, 2019, to purchase any and all of our outstanding 8.5% Senior Notes due 2020 (the “2020 Notes”) and any fees and expenses thereof. We also intend to fund the Tender Offer with the $100 million of proceeds from the Teekay Offshore Sale, with up to $160 million of existing cash and the remainder, if any, with borrowings under Teekay Parent’s equity margin revolving credit facility (which is secured by common units of Teekay LNG and shares of Class A common stock of Teekay Tankers that are owned by Teekay Parent) (the “Margin Loan Agreement”). The Offering is conditioned upon the receipt of consents of at least a majority of the aggregate principal amount of the outstanding 2020 Notes and the effectiveness of certain proposed amendments (the “Proposed Amendments”) to the indenture governing the 2020 Notes (which will eliminate substantially all of the restrictive covenants and certain events of default and related provisions). The Tender Offer is conditioned on, among other things, (i) the successful completion of the Offering, on terms satisfactory to us, and that net proceeds to us from the Offering, available existing cash and borrowings under the Margin Loan Agreement are sufficient to fund the maximum aggregate payments for 2020 Notes tendered in the Tender Offer (assuming the tender of all outstanding 2020 Notes prior to the Early Tender and Consent Date (as defined below)) and related expenses and (ii) the tender of greater than $400.0 million in aggregate principal amount of 2020 Notes prior to the Early Tender and Consent Date. We may waive the conditions to the Tender Offer in our sole discretion. To the extent the net proceeds of the Offering exceed the amount needed, in addition to other sources of capital described above, to fund the Tender Offer, we may use the remaining net proceeds from the Offering for general corporate purposes, which may include the repayment of indebtedness.

As of April 1, 2019, the aggregate principal amount of our 2020 Notes outstanding was approximately $497.7 million.

The indenture that will govern the Notes will contain covenants that, among other things, include restrictions on our and the guarantors’ ability to:

The indenture that will govern the Notes will also provide that under specific circumstances we may be required to use all or a portion of the net proceeds from sales of our FPSO units, sales of Class B common stock of Teekay Tankers, or sales of any equity interests in Teekay Finance Limited, in each case consummated prior to a specified non-call date, to purchase Notes at a price equal to (i) in the case of a sale of any equity interests of Teekay Finance Limited, 100% of the aggregate principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date and (ii) in the case of the sale of an FPSO unit or sales of our Class B common stock of Teekay Tankers, (a) 103% of the aggregate principal amount of the Notes to be purchased plus accrued and unpaid interest, if any, to, but excluding the repurchase date, with respect to the portion of the proceeds used to redeem the amount of Notes accepted by the Note holders in excess of $150.0 million and (b) 100% of the aggregate principal amount of the Notes to be purchased plus accrued and unpaid interest, if any, to, but excluding the repurchase date, with respect to the amount of the proceeds in excess of the portion of the proceeds specified in clause (a). To the extent any such sale generates proceeds which are required to be applied pursuant to both clause (ii)(a) and clause (ii)(b) of the preceding sentence, the Company will make a separate offer with respect to each of clause (ii)(a) and clause (ii)(b). The indenture will further provide that, we may be required under certain circumstances to offer to use all or a portion of the net proceeds of certain asset sales (other than a sale of an FPSO unit, shares of Class B common stock of Teekay Tankers or any equity interests of Teekay Finance Limited prior to a specified non-call date) to purchase the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to the repurchase date. In addition, the indenture will require us to comply with certain financial covenants.

Included in this Report on Form 6-K is selected financial and other information of the Company.

Unless otherwise indicated, references in this Form 6-K to “Teekay,” the “Company,” “we,” “us” and “our” and similar terms refer to Teekay Corporation and/or its subsidiaries, except that those terms, when used in this Form 6-K in connection with the Notes, shall mean specifically Teekay Corporation. References in this Form 6-K to (a) “Teekay LNG” refer to Teekay LNG Partners L.P. (NYSE: TGP), a subsidiary of Teekay Corporation, (b) “Teekay Tankers” refer to Teekay Tankers Ltd. (NYSE: TNK), a subsidiary of Teekay Corporation, (c) “Teekay Parent” refer to Teekay Corporation and its remaining subsidiaries and (d) “Teekay Offshore” refer to Teekay Offshore Partners L.P. (NYSE: TOO), an entity which since September 25, 2017 is no longer consolidated with Teekay Corporation, for which Teekay Corporation now accounts using the equity method and all of Teekay Corporation’s interests in which it has now agreed to sell to Brookfield for a total of $100 million.

Unless otherwise indicated, all references in this Report on Form 6-K to “dollars” and “$” are to, and amounts are presented in, U.S. dollars. Teekay prepares its financial statements in accordance with United States generally accepted accounting principles (“GAAP”). References in this Report on Form 6-K to “independent” fleet owners or operators mean companies other than private or state-controlled entities that operate their own fleets. Unless otherwise indicated, we include as long-term contracts those with an initial term of at least three years.

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Forward-looking statements

All statements, other than statements of historical fact, included in this Report on Form 6-K are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements that are also forward-looking statements. Such statements include, in particular, statements about our plans, strategies, business prospects, changes and trends in our business, and the markets in which we operate. In some cases, you can identify the forward-looking statements by the use of words such as “may,” “will,” “could,” “should,” “would,” “expect,” “plan,” “anticipate,” “intend,” “forecast,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue” or the negative of these terms or other comparable terminology.

Forward-looking statements in this Report on Form 6-K include, among others, statements about consummation of the Offering and the Tender Offer and the results of the Consent Solicitation; anticipated funding of the Tender Offer, including potential borrowings under our Margin Loan Agreement (as described below); potential sales of shares of Teekay common stock under the Continuous Offering Program; our future financial condition and results of operations; our dividend policy and our payment of or our ability to pay any cash dividends on our shares of common stock, and the distribution and dividend policies of Teekay LNG and Teekay Tankers; our plans for Teekay Parent not to have a direct ownership in any conventional tankers and FPSO units, and increase its free cash flow, reduce its net debt and delever its balance sheet; the ability of Teekay LNG and Teekay Tankers to delever their balance sheets; expected deliveries of the LNG newbuilding vessels in connection with Teekay LNG’s receiving and regasification terminal in Bahrain which will be owned and operated by a new joint venture, in which Teekay LNG will hold a 30% ownership interest; the duration of shutdowns for vessels, including the Foinaven FPSO unit, for maintenance or drydocking, and related expenses and reduced revenue; our future growth prospects; the future valuation or potential impairment of our assets, including our FPSO units; the realization of contracted, forward fixed-rate revenues; compliance with financing agreements and the expected effect of restrictive covenants in such agreements; consummation of the sale of all of our remaining interests in Teekay Offshore Partners L.P. to Brookfield and the related impairment loss we expect to recognize; and our business strategy and other plans and objectives for future operations.

These and other forward-looking statements are subject to risks, uncertainties and assumptions, including those risks discussed in “Risk factors” below and those risks discussed in other reports we file with the SEC, including, without limitation, our Annual Report on Form 20-F for the year ended December 31, 2018 (“2018 Annual Report”). We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the effect of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

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Our business strategy

Our primary business strategies include the following:

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Our competitive strengths

We believe that we are well-positioned to execute our business strategies based on the following competitive strengths:

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We can provide no assurance that we will be able to implement our strategies or utilize our strengths as described above. For a further discussion of the risks we face, please read “Risk factors” below and those risks discussed in other reports we file with the SEC, including, without limitation, our 2018 Annual Report.

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Summary financial and operating data

The following table presents, in each case for the periods and as of the dates indicated, (a) our summary consolidated financial and operating data and (b) certain summary financial and operating data of Teekay Parent.

The summary financial and operating data has been prepared on the following basis:

As further adjusted results may not be indicative of future results. The as further adjusted financial and operating data for us and Teekay Parent assume the completion of the Adjustments (except for the Brookfield Transaction, which was completed on September 25, 2017) in the amounts assumed. Completion of any of the Adjustments that are not yet completed are subject to conditions, risks and uncertainties and there can be no assurance that any of such Adjustments will be completed in the amounts assumed, or at all.

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In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 became effective for Teekay on January 1, 2018. We adopted ASU 2014-09 as a cumulative-effect adjustment as of the date of adoption. As such, periods prior to January 1, 2018 were not retroactively adjusted. The impact to our historical consolidated financial position as of December 31, 2018 and our historical consolidated results of operation for the year ended December 31, 2018 was as follows:

Because we control the general partner of Teekay LNG and because we hold a majority of the voting power of Teekay Tankers, the financial results of these entities are included in Teekay’s consolidated financial results. However, Teekay LNG and Teekay Tankers function with capital structures that are independent of each other and us, with each having publicly-traded equity.

On September 25, 2017, Teekay, Teekay Offshore and Brookfield finalized a transaction which resulted in the deconsolidation of Teekay Offshore as of that date. We have accounted for our equity investment in Teekay Offshore using the equity method since September 25, 2017. This change in accounting method for our equity investment in Teekay Offshore has resulted in Teekay’s proportionate share of Teekay Offshore’s net profit or loss being reflected in net (loss) income from September 25, 2017. Prior to such date, each line item within our consolidated statement of (loss) income that comprises net (loss) income includes the results of Teekay Offshore on a 100% basis.

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The table below includes four financial measures—net revenues, net debt, EBITDA and Adjusted EBITDA—which we use in our business and are not calculated or presented in accordance with GAAP. We explain these measures, including such measures as further adjusted to reflect the Adjustments, and reconcile them to their most directly comparable financial measures calculated and presented in accordance with GAAP in the notes to the table below for the periods indicated in the table below. In addition, the table includes historical and financial operating data of Teekay Parent which are not calculated or presented in accordance with GAAP and are also reconciled to their most directly comparable financial measures presented in accordance with GAAP.

The following table should be read together with, and is qualified in its entirety by reference to, our historical consolidated financial statements and accompanying notes included in our 2018 Annual Report. This table should also be read together with the section entitled “Management’s discussion and analysis of financial condition and results of operations” in our 2018 Annual Report.

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The following table reconciles net revenues for Teekay Parent as further adjusted with revenues.

Neither EBITDA nor Adjusted EBITDA should be considered as an alternative to net income, operating income or any other measure of financial performance presented in accordance with GAAP. EBITDA and Adjusted EBITDA exclude some, but not all, items that affect net income and operating income, and these measures may vary among other companies. Therefore, EBITDA and Adjusted EBITDA as presented by us may not be comparable to similarly titled measures of other companies.

EBITDA—As Further Adjusted and Adjusted EBITDA—As Further Adjusted consist of EBITDA and Adjusted EBITDA, as applicable, as adjusted further to give effect to the Adjustments, as if such events had occurred on January 1, 2017. In addition, As Further Adjusted EBITDA for Teekay Parent for the years ended December 31, 2018 and 2017 includes $15.0 million and $22.0 million, respectively, of distributions received from Teekay LNG and Teekay Tankers for such periods.

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The following table reconciles our historical consolidated EBITDA, EBITDA—As Further Adjusted, Adjusted EBITDA and Adjusted EBITDA—As Further Adjusted to net (loss) income.

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The following table reconciles for (a) Teekay on a consolidated basis and (b) Teekay Parent, both individually and with respect to each other, EBITDA and Adjusted EBITDA to net income (loss), each on an historical and as further adjusted basis giving effect to the Adjustments. Teekay Parent’s numbers, which are not calculated or presented in accordance with GAAP, are reconciled to Teekay’s consolidated numbers for the years ended December 31, 2018 and 2017.

The combined historical results of operations and other data of Teekay LNG, Teekay Tankers and Teekay Offshore as of and for the years ended December 31, 2018 and 2017 have been prepared in the manner described above in this “—Summary financial and operating data.” The combined historical results of operations and other data of those entities include Teekay Offshore on a consolidated basis for periods prior to September 25, 2017 and using the equity method for periods on or after September 25, 2017. Consequently, EBITDA of Teekay Parent for the years ended December 31, 2018 and 2017 does not include equity income, our proportionate share of the EBITDA of Teekay LNG, Teekay Tankers or Teekay Offshore nor any distributions received from those entities for such periods. However, Adjusted EBITDA for Teekay Parent for the years ended December 31, 2018 and 2017 includes $15.0 million and $22.0 million, respectively, of distributions received from Teekay LNG and Teekay Tankers for such periods.

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Recent developments

Teekay Parent

On April 29, 2019, we agreed to sell to Brookfield all of our remaining interests in Teekay Offshore for a total of $100 million in cash. These interests include our 49% ownership interest in Teekay Offshore’s general partner, 56,587,484 common units of Teekay Offshore, warrants to purchase additional common units (which currently are not exercisable), and a $25 million loan receivable from Teekay Offshore. We expect this Teekay Offshore Sale transaction to close in early to mid-May 2019.

In April 2019, Teekay Parent agreed to charter the Magellan Spirit LNG carrier from Teekay LNG for three years and a third party agreed to charter the vessel from Teekay Parent for three years on a back-to-back basis.

In connection with the Offering and the Tender Offer, Teekay’s Board of Directors has approved the elimination of the quarterly dividend on Teekay’s common stock, commencing with the dividend payable for the quarter ended March 31, 2019, in order to retain cash to further strengthen its balance sheet.

The Petrojarl Banff FPSO unit has been operating on the Banff field in the North Sea since its delivery nearly 20 years ago under a charter contract with Canadian Natural Resources (“CNR”) that permitted CNR to terminate the contract at any time with six months’ notice. In January 2017, Teekay Parent entered into a contract amendment with CNR to ensure the unit would stay on the current field at least until the third quarter of 2018 and to revise the charter rate structure to include a variable component (through an oil price and oil production tariff) in addition to a fixed charter rate. In July 2018, Teekay Parent secured a one-year contract extension with CNR to extend the employment of the Petrojarl Banff FPSO to August 2019. Teekay Parent is in discussions regarding and expects to enter into an agreement with CNR to extend the employment of the Petrojarl Banff FPSO unit on the Banff field for a period of one year to the end of August 2020 on substantially similar terms to the current contract, including a variable component linked to oil price and production tariffs.

Teekay LNG

Teekay LNG has a fleet of 79 vessels, including four newbuildings on order, and an interest in a regasification project in Bahrain. These four newbuildings and the regasification project are scheduled to commence operations under their respective long-term contracts in 2019. As of April 1, 2019, Teekay LNG had ownership interests ranging from 20% to 100% in 49 liquefied natural gas (LNG) carriers, including four newbuilding LNG carriers on order. In addition, Teekay LNG has 99% ownership interests in seven multi-gas carriers and 50% ownership interests, through its joint venture agreement with Exmar NV, in 22 mid-size liquefied petroleum gas (LPG) carriers. Teekay LNG’s large and diverse portfolio of long-term contracts represented $10.1 billion of contracted, forward fixed-rate revenues with a revenue-weighted average remaining contract duration of approximately 11.5 years as of January 1, 2019 (excluding options to extend). Teekay’s LNG and LPG segments generated total consolidated revenues of $454.5 million and $23.9 million, respectively, in 2018 (which excludes revenue generated by vessels that are owned in equity-accounted joint ventures).

In September 2018, the Teekay LNG-Marubeni Joint Venture agreed to charter its LNG carrier, the Magellan Spirit, to Teekay LNG for two years at a fixed rate. The Magellan Spirit was subsequently chartered-out by Teekay LNG to third parties at charter rates that are significantly higher than the charter-in rate payable by Teekay LNG. On March 21, 2019, the Magellan Spirit completed its most recent charter contract with a third party and was redelivered to Teekay LNG, upon which the vessel proceeded to its scheduled drydock which is expected to be completed in May 2019. In April 2019, Teekay Parent agreed to temporarily charter-in the vessel from Teekay LNG for a period of three years in order to facilitate the charter-out of the vessel to a third-party customer on back-to-back terms. The in-charter by Teekay Parent is expected to be in place temporarily until it is novated to Teekay LNG, upon which Teekay LNG will continue to charter the vessel to the third-party customer for the duration of the three-year charter. In connection with this arrangement, the Teekay LNG-Marubeni Joint Venture also extended its existing charter-out contract to Teekay LNG for three years to cover the entire charter period with the third-party customer.

Teekay Tankers

As of April 1, 2019, Teekay Tankers’ fleet included 62 owned and chartered-in tankers (excluding six ship-to-ship transfer support vessels). Teekay Tankers also owns a ship-to-ship transfer business that primarily provides lightering and reverse lightering services for crude oil imports into, and exports out of, the United States. As of April 1, 2019, Teekay Tankers’ fleet had a total cargo carrying capacity of approximately 8.5 million deadweight tonnes (or dwt).

In April 2019, Teekay Tankers received notice from the NYSE that Teekay Tankers was not in compliance with the NYSE continued listing standards because the average closing price of Teekay Tankers’ shares of Class A common stock fell below $1.00 per share over a period of 30 consecutive trading days. Since that time, Teekay Tankers has regained compliance with the applicable NYSE continued listing requirement.

Teekay Offshore

As of April 1, 2019, Teekay Offshore had interests in eight FPSO units, 35 shuttle tankers (including six newbuilding shuttle tankers on order), six FSO units, one UMS and 10 long-distance towing and offshore installation vessels. Teekay Offshore’s ownership interests in these vessels range from 50% to 100%. Teekay Offshore’s large and diverse portfolio of long-term contracts represented $5.7 billion of contracted, forward fixed-rate revenues with a revenue-weighted average remaining contract duration of approximately four years as of January 1, 2019 (excluding options to extend).

In July 2018, Teekay Offshore entered into a contract with Petrobras to extend the employment of the Rio das Ostras FPSO unit for four months until November 2018, with an option to extend to January 2019. In December 2018, Teekay Offshore entered into a further contract extension for two months until March 2019. The FPSO unit has now come off contract and is currently in lay-up.

In the last two years, Teekay Offshore and Teekay LNG completed a significant portion of their growth projects and delivered $2.5 billion of gas newbuilding projects and $1.8 billion of offshore newbuilding/conversion projects, which are now contributing significant cash flows.

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On April 29, 2019, we agreed to sell to Brookfield all of our interests in Teekay Offshore, which transaction is expected to close in early to mid-May 2019. See “—Recent Developments—Teekay Parent.”

Industry overview

The following industry overview highlights recent trends and data relating to the principal markets in which we operate.

Liquefied gas shipping

According to Clarkson Research Services Limited (“Clarksons Research”), in 2018, global LNG exports increased by approximately 27 million metric tonnes per annum (or MTPA), or 9%, compared to 2017, which was the second consecutive year that global LNG exports increased by approximately 20 million MTPA or more. Global LNG export growth was particularly strong in the fourth quarter of 2018, driven by the ramp-up in new volumes from Russia, Australia and the United States. On the demand side, China continues to be the main driver, with imports growing by almost 40% in 2018, which represented over 50% of the total net increase in global LNG imports for 2018. According to Clarksons Research, in the fourth quarter of 2018, LNG carrier spot charter rates reached record highs for a 160,000 cubic meter (or cbm) diesel-electric LNG carrier with rates averaging approximately $149,000 per day, which was $80,000 per day higher than rates experienced in the same period of the prior year. This strength can be attributed to winter market seasonality, LNG export growth, tight LNG carrier supply and LNG carriers being used for floating storage (with a reported high of approximately 30 LNG carriers in floating storage in November 2018). According to Clarksons Research, LNG carrier spot charter rates reached a peak of $190,000 per day during the fourth quarter of 2018, which are the highest rates on record.

While LNG carrier spot charter rates have softened significantly in recent months as we have entered the shoulder season to approximately $50,000 per day as of March 22, 2019, according to Clarksons Research, we expect utilization and short-term charter rates to increase from current levels in the remainder of 2019 and into 2020 as a result of two years of expected strong LNG export growth in the U.S., Australia and Russia. According to Clarksons Research, during 2019 and 2020, LNG shipping tonne-mile demand is expected to grow by approximately 11% annually on average while the global LNG carrier fleet is expected to grow by approximately 6% annually on average.

In 2021 and into 2023, we expect that utilization and short-term LNG carrier charter rates may come under downward pressure as a result of the 77 LNG carrier newbuilding orders placed during 2018 and the early part of 2019, which are scheduled to deliver in 2021 and 2022 during what we expect will be a period of slower LNG export growth. We expect this weakness to be temporary as the next wave of LNG export projects is expected to commence operations starting in 2023. According to Wood Mackenzie, 2019 may be a record year for final investment decisions (“FIDs”) by developers of LNG export growth projects that are expected to commence operations in 2023 and 2024, with an estimated growth capacity of 60 million MTPA, almost triple the capacity of such projects subject to FIDs during 2018.

We believe that in the longer-term, the LNG industry will experience strong growth through 2040. According to BP plc’s 2019 Energy Outlook, LNG export growth is expected to more than double by 2040, mostly driven by North America, the Middle East, Africa and Russia, while Asia will remain the dominant driver of import growth. We believe this expected strong demand growth for LNG will lead to an increase in LNG trade and create significant demand for LNG shipping.

The LPG market continues to show signs of rebalancing and recovery, supported by low fleet growth and ongoing LPG trade growth. According to Clarksons Research, declining newbuild deliveries and record levels of scrapping resulted in low fleet growth of approximately 1.5% in 2018. In comparison, total LPG trade growth during 2018 increased by approximately 6% due to higher Middle East exports and strong demand in Europe.

This trend is expected to continue in 2019 and 2020 with forecasted LPG trade growth of around 6% per year according to Clarksons Research, driven by the start-up of new U.S. export capacity, which is expected to exceed low estimated fleet supply growth of between 2% and 3% per year. Accordingly, we expect fleet utilization and charter rates to gradually improve over the next two years across the LPG and petrochemical shipping markets.

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Crude oil tankers

Crude tanker spot rates were at multi-year lows during the first half of 2018, as a result of the effect of OPEC supply cuts on tanker demand. However, the market appeared to reach an inflection point in the middle of 2018, as an increase in oil supply from both OPEC and non-OPEC sources, and a period of low fleet growth, allowed rates to recover.

Crude tanker spot rates improved significantly during the fourth quarter of 2018, spurred by both winter market seasonality and positive underlying supply and demand fundamentals. According to the International Energy Agency (“IEA”), during the fourth quarter of 2018, OPEC crude oil production rose to 33.0 million barrels per day (“mb/d”), the highest level since July 2017 and up from 32.0 mb/d earlier in 2018. Russian oil production reached a record high of 11.5 mb/d by the end of 2018, which was positive for mid-size tanker demand in the Mediterranean / Black Sea and Baltic Sea regions. Rising U.S. crude oil exports also supported crude tanker demand, with U.S. crude oil production reaching a record high 11.7 mb/d during the fourth quarter and crude oil exports reaching 2.5 mb/d according to the U.S. Energy Information Administration (“EIA”). This was positive for both crude tanker demand, as well as lightering demand in the U.S. Gulf.

Crude tanker spot rates have weakened significantly through the first quarter of 2019, which is typical for this time of year as refineries enter into seasonal maintenance programs. OPEC supply cuts are also reducing crude tanker demand, as OPEC (and select non-OPEC partners) follow through on their pledge to cut production by 1.2 mb/d starting from January 2019. Early data suggests that OPEC is achieving a high compliance with these cuts. We expect the OPEC cuts to have a negative impact on crude tanker demand through the first half of 2019, although the oil market is reasonably well balanced and we believe OPEC will supply more oil to the market during the second half of 2019 when oil demand is expected to increase substantially compared with first half levels.

According to Clarksons Research, the global tanker fleet grew by just 6.2 million deadweight tonnes (or mdwt), or 1.1%, in 2018, which was the lowest level of tanker fleet growth since 2001. High tanker scrapping primarily contributed to low fleet growth during 2018, with a total of 20.8 mdwt removed, representing the fifth highest scrapping year on record. Looking ahead, we expect an increase in tanker fleet growth during 2019 as a firmer freight rate environment should lead to fewer vessels sold for scrap. We forecast total tanker fleet growth of approximately 3.8% during 2019, with much of this growth weighted towards the first half of the year. This would add downward pressure on the crude tanker market during the early part of 2019, although we forecast much lower total tanker fleet growth of less than 2% in the second half of 2019 and into 2020.

Global oil demand remains firm, with the IEA forecasting growth of 1.4 mb/d in 2019. In addition, we expect that tanker demand will be boosted in 2019 by an increase in global refining capacity. According to the IEA, a total of 2.6 mb/d of new refining capacity will come online in 2019, which is the largest annual increase on record. We expect this will contribute positively to both crude and product tanker demand. We also expect that the new IMO 2020 maritime Sulphur emissions regulations will be positive for tanker demand through an expected increase in refinery throughput. The new regulations could also open new trade patterns and arbitrage opportunities for both crude and product, which are expected to increase overall tonne-mile demand. Finally, we believe that an expected increase in U.S. crude exports during the second half of 2019 will be beneficial for both crude tanker demand and U.S. Gulf lightering demand. According to the IEA, new pipeline capacity to the Gulf Coast is expected to lift U.S. crude exports from approximately 2.5 mb/d to approximately 4 mb/d by the end of 2019.

In sum, we believe that OPEC supply cuts, higher fleet growth, and the impact of seasonal refinery maintenance could weigh on tanker demand through the first half of 2019. However, we believe that the second half of 2019 and 2020 will be stronger due to underlying oil demand, an increase in U.S. crude oil exports, the return of OPEC crude oil supply, lower tanker fleet growth, and the positive impact of IMO 2020.

Offshore oil industry

Brent oil prices reached $86 per barrel in late 2018, the highest level since 2014, supported by OPEC cuts, production disruptions and potential sanctions. For 2018, Brent oil prices averaged $72 per barrel, a 31% increase over 2017. This increase in oil prices, coupled with a series of cost-cutting measures implemented over the past several years, has led to a significant increase in free cash flow for major oil companies and is leading to a renewed increase in offshore exploration and production activity. For 2019, Brent oil prices have averaged approximately $65 per barrel through April 23, 2019 and closed at $74 per barrel as of April 23, 2019.

After a low-point in 2016, approved offshore project capital expenditures (“CAPEX”) have been gradually recovering. Although the estimated CAPEX of newly approved projects was lower than expected in 2018, largely due to slippage of FIDs due to oil price volatility, tendering issues in Brazil, and political risk, we expect a return to a growth trend in 2019. According to Clarksons Research, approximately $20 billion of offshore field project CAPEX was approved in January 2019, and with further significant FIDs expected in 2019, Clarksons Research expects $89 billion of new offshore project CAPEX to be approved in 2019, which is approaching investment levels last achieved in 2014.

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The improvement in oil prices since 2016 and offshore project break-even points is leading to a recovery in FPSO contract awards. After a year of no FPSO awards in 2016, a total of eight FPSO contracts were awarded in 2017 and six in 2018. This renewed level of contracting is expected to be maintained over the next few years. According to Clarksons Research, in the 2019 and 2020 period, there are 26 projects that could potentially result in an FPSO award, with 14 of these projects being considered as “probable” to reach an award in 2019 (although FID slippage and oil price volatility remain a significant risk). Projects in South America and West Africa are expected to be the main drivers of FPSO contracting. As of March 2019, Petróleo Brasileiro S.A. (“Petrobras”) had ongoing tenders for five FPSOs for projects in offshore Brazil, with all five currently scheduled to be awarded within 2019.

There can be no guarantee that any of the forecasted amounts provided above will materialize or that the actual amounts will not be materially different.

Risk Factors

We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes, and may be forced to take other actions to satisfy the obligations under our indebtedness, which may not be successful.

Given volatility associated with our business and industry, our future cash flow may be insufficient to meet our debt obligations and other commitments. Any insufficiency could negatively impact our business. A range of economic, competitive, business and industry factors, including those beyond our control, will affect our future financial performance, and, as a result, our ability to generate cash flow from operations and to pay our debt obligations. If our cash flows and capital resources are insufficient to fund our debt service obligations and other commitments, we may be forced to reduce or delay planned investments and capital expenditures, or to sell assets, seek additional financing in the debt or equity markets or restructure or refinance our indebtedness, including the Notes. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time.

Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt agreements and the indenture that will govern the Notes may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of sufficient cash flows and capital resources, we could face substantial liquidity problems and may be required to dispose of material assets or operations to meet our debt service and other obligations. The indenture that will govern the Notes offered in the Offering will restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds that we could have realized from them and any proceeds may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet our debt service obligations.

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We intend to sell our three FPSO units in the future, which units represent one of Teekay Parent’s limited sources of cash flow.

Teekay Parent’s primary sources of cash flow include cash flow from the operation of its three FPSO units and its receipt of cash distributions made by Teekay LNG and Teekay Tankers. The three FPSO units generated a majority of Teekay Parent’s cash flow during 2018. We intend to sell the three FPSO units in the future. If we sell the units, Teekay Parent will no longer receive cash flow generated by the units and will depend almost entirely on cash flow from distributions made by Teekay LNG and Teekay Tankers. Recently, Teekay LNG has been, and Teekay Tankers has not been paying cash distributions.

Our leverage and debt service obligations may adversely affect our financial condition, results of operations, business prospects and our ability to make payments on the Notes.

We have substantial debt and debt service requirements. Assuming we completed the Offering on December 31, 2018, after giving effect to the Adjustments, our consolidated debt and obligations related to capital leases would have totaled approximately $4.7 billion, and we would have had the capacity to borrow an additional $266.9 million under our credit facilities. In addition to our consolidated debt, as of December 31, 2018, our total proportionate interest in debt of joint ventures we do not control (excluding Teekay Offshore) was $1.8 billion, of which Teekay Tankers or Teekay LNG has guaranteed $0.9 billion and the remaining $0.9 billion has limited recourse to Teekay LNG. As of December 31, 2018, and after giving effect to the Adjustments, Teekay Corporation and its restricted subsidiaries would have had approximately $540.2 million of total outstanding indebtedness (including $166.4 million of indebtedness of Teekay Tankers guaranteed by Teekay Corporation). As of December 31, 2018, and after giving effect to the Adjustments, the non-guarantor restricted subsidiaries would have had approximately $13.4 million of total outstanding indebtedness (including indebtedness under the Margin Loan Agreement), with additional borrowing capacity under the Margin Loan Agreement of $79.5 million ($109.3 million as of March 31, 2019), all of which would be structurally senior to the Notes and effectively senior to the Notes to the extent of the value of the assets securing such indebtedness. Our debt, obligations related to capital leases and joint venture debt could increase substantially. Subject to certain limitations, the terms of the indenture under which the Notes will be issued and our credit facilities permit us to incur additional debt. Our level of indebtedness could affect our operations in several ways, including the following:

Teekay Parent’s cash flow and its ability to continue to benefit from the operations and relationships of Teekay LNG and Teekay Tankers may be reduced or eliminated if it were to sell or dispose of interests in either such subsidiary.

There are no restrictions on our ability to sell or dispose of our interests in either Teekay LNG or Teekay Tankers other than restrictions under the Margin Loan Agreement and the indenture under which the Notes will be issued. If we were to sell or dispose of any or all of our interests in either such subsidiary, our participation in existing or potential future distributions or dividends would be reduced and our ability to continue to benefit from the operations, business and relationships of such entity may be reduced or eliminated.

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If the Teekay Offshore Sale does not close in a timely manner, if at all, we would need to source additional funds for the Tender Offer, which may include borrowings under the Margin Loan Agreement.

We expect the Teekay Offshore Sale to close in early to mid-May 2019. However, the transaction is subject to customary closing conditions. If these conditions are not satisfied or waived, the Teekay Offshore Sale may not close. If the transaction does not close, or if it does not close prior to settlement of the Tender Offer, we would need to access alternative sources of funds to fund the Tender Offer or, potentially, to reduce the size of the Tender Offer. Alternative funds may include increased borrowings under the Margin Loan Agreement or may not be available.

We expect to incur a loss on impairment of investment and loss on sale related to the Teekay Offshore Sale.

On April 29, 2019, we agreed to sell to Brookfield all of our remaining interests in Teekay Offshore for a total of $100 million in cash as part of the Teekay Offshore Sale. We expect the transaction to close in early to mid-May, 2019. As a result of the Teekay Offshore Sale, we expect to recognize an impairment loss of approximately $75 million during 2019.

The duration of one of our FPSO contracts is the life of the relevant oil field or is subject to extension by the field operator or vessel charterer. If the oil field no longer produces oil or is abandoned or the contract term is not extended, we will no longer generate revenue under the related contract and will need to seek to redeploy affected vessels.

One of our FPSO contracts is for the life of the relevant field and our other two FPSO units operate under contracts that are subject to extensions beyond their initial term. If the applicable oil field no longer produces oil or is abandoned, we will no longer generate revenue under the life-of-field contract. The likelihood of other contracts being extended may be negatively affected by reductions in oil field reserves, low oil prices generally or other factors. If we are unable to promptly redeploy any affected vessels at rates at least equal to those under the contracts, if at all, our operating results will be harmed. Any potential redeployment may not be under long-term contracts, which may affect the stability of our business and operating results.

Vessel drydockings and downtime for repairs and maintenance of vessels and offshore oil platforms can require significant expenditures and reduce our revenues.

We must periodically dry dock each of our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Generally, we dry dock each of our vessels every two and a half to five years, depending upon the type of vessel and its age. In addition, a shipping society classification intermediate survey is performed on our LNG carriers between the second and third year of the five-year dry-docking cycle. We also conduct annual class surveys for our FPSO units. In addition to scheduled off-hire relating to these activities, our vessels may experience additional off-hire for unscheduled repairs. The number of dry dockings undertaken in a given period and the nature of the work performed determine the level of dry-docking expenditures and the amount of any vessel off-hire. We generally do not earn revenue when our vessels are in scheduled and unscheduled dry docking. The Foinaven FPSO unit is scheduled for a shutdown in 2019 for significant upgrades and maintenance relating to reaching the end of its initial design life.

Historically, the utilization of FPSO units in the North Sea is higher in the winter months, as favorable weather conditions in the warmer months provide opportunities for repairs and maintenance to vessels and to offshore oil platforms. Downtime for repairs and maintenance generally reduces oil production and, thus, revenue under production-based components of FPSO contracts, such as those applicable to our three FPSO units.

Over time, the value of our vessels may decline, which could adversely affect our operating results.

Vessel values for oil and product tankers, LNG and LPG carriers, and FPSO units can fluctuate substantially over time due to a number of different factors, including:

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Vessel values may decline from existing levels. If operation of a vessel is not profitable, or if we cannot redeploy a chartered vessel at attractive rates upon charter termination, rather than continue to incur costs to maintain and finance the vessel, we may seek to dispose of it. Our inability to dispose of the vessel at a fair market value or the disposal of the vessel at a fair market value that is lower than its book value could result in a loss on its sale and adversely affect our results of operations and financial condition.

Teekay Parent anticipates selling its three FPSO units in the future. These FPSO units had an aggregate carrying value of $279.4 million (including an in-process revenue liability of $24.6 million and not including a net asset retirement obligation of $20.3 million) and estimated market values lower than carrying values at December 31, 2018. There is no liquid second-hand market for FPSO units and their market values are largely based on the terms of their existing charter contracts, among other factors. An FPSO unit’s market value is based on its ability to be employed on charter contracts and uncertainties exist about extensions of existing charter contracts and redeployments onto new charter contracts in the future. Such uncertainties include the duration of charter contract extensions and redeployment contracts, the charter rate of contract extensions and redeployment contracts, the amount of idle time between charter contracts, future oil prices, oil production volumes and the amount of any capital investment required to enable the FPSO unit to operate on new fields. Such uncertainties can result in a wide range of potential estimates of future cash flows and, thus, the market value. However, if the FPSO units are sold based on the charter contracts that existed as at December 31, 2018, we estimate that this could result in a material accounting loss on sale.

Further, if we determine at any time that a vessel’s future useful life and earnings require us to impair its value on our financial statements, we may need to recognize a significant impairment charge against our earnings. Such a determination involves numerous assumptions and estimates, some of which require more discretion and are less predictable, including certain estimates for our FPSO units. We recognized asset impairment charges, excluding impairment charges recognized by Teekay Offshore subsequent to its deconsolidation on September 25, 2017, of $53.7 million, $270.7 million and $112.2 million in 2018, 2017, and 2016, respectively. The 2017 charge included impairments recognized of $205.7 million for two of our three FPSO units, the Petrojarl Banff and Petrojarl Foinaven.

2019 Proxy Statement

In addition, on April 26, 2019, the Company filed a 6-K containing its annual Proxy Statement, which included a table on page 15 showing for 2016, 2017, and 2018 the aggregate compensation earned by Teekay’s Chief Executive Officer, Chief Financial Officer and the three other most highly compensated Teekay executive officers who served as executive officers as of December 31 of each of those years. Such table overstated the value of the Option Awards in 2018 as $2,866,858. The correct value is $2,028,918. All other values set forth in the table (other than 2018 total compensation, which decreased to $11,695,849 as a result of the aforementioned change) remain correct and unchanged.

The Notes to be offered will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state securities laws. The Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act.

This Report on Form 6-K does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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