Other Events
As previously disclosed, on October 4, 2021, Teekay LNG Partners L.P. (the “Partnership”) entered into an Agreement and Plan of
Merger (as it may be amended from time to time, the “Merger Agreement”) with Stonepeak Limestone Holdings LP (f/k/a Stonepeak Infrastructure Fund IV Cayman (AIV III) LP), a Cayman Islands exempted limited partnership (“Parent”),
Limestone Merger Sub, Inc., a Marshall Islands corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Teekay GP L.L.C., a Marshall Islands limited liability company and the general partner of Teekay LNG (the “General
Partner”), relating to the proposed acquisition of the Partnership by Parent. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Partnership (the “Merger”), with the Partnership continuing as the
surviving entity of the Merger as a wholly-owned subsidiary of Parent.
On October 27, 2021, the Partnership held a bondholder
meeting to approve certain amendments to terms of Norwegian Kroner (“NOK”) denominated bonds of the Partnership totaling 1.85 billion NOK and maturing in 2023 and 2025, respectively. The Partnership received approximately
84 percent and 99 percent approval for the required amendments to the bonds, and will amend the terms of the bonds with the bond trustee accordingly. Approval of such amendments was among the commercial and financial consents required to
be obtained as a condition to the closing of the Merger.
The closing of the Merger remains subject to certain other closing conditions,
including, among others, the affirmative vote of the holders of a majority of the outstanding common units of the Partnership entitled to vote at the special meeting of the Partnership’s common unitholders, which is scheduled for
December 1, 2021.
Cautionary Statement Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of
the U.S. Securities Exchange Act of 1934, as amended. All statements included in this report, other than statements of historical fact, are forward-looking statements. Statements about the expected timing, completion and effects of the proposed
Merger and related transactions and all other statements in this report, other than historical facts, constitute forward-looking statements. When used in this report, the words “expect,” “believe,” “anticipate,”
“plan,” “intend,” “estimate,” “may,” “will” or similar words are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements
and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number
of assumptions, risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. The proposed Merger and other transactions may not be completed on the terms described herein or other acceptable
terms or at all because of a number of factors, including, among others: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or any other transaction document,
(2) the failure to obtain the Common Unitholder approval or the failure to satisfy other closing conditions in the Merger Agreement or any other transaction document, (3) the potential for regulatory authorities to require divestitures,
operational remedies or other concessions in order to obtain their approval of the proposed Merger, (4) risks related to disruption of management’s attention from the Partnership’s ongoing business operations due to the proposed
Merger, (5) the effect of the announcement of the proposed Merger on (i) the ability of the Partnership or Teekay Corporation (“Teekay”) to retain and hire key personnel and maintain relationships with the Partnership’s
customers, suppliers or (ii) the Partnership’s operating results and business generally, (6) the proposed Merger may involve unexpected costs, liabilities or delays, (7) the Partnership’s business may suffer as a result of
the uncertainty surrounding the proposed Merger, including the timing of the consummation thereof, (8) the outcome of any legal proceeding relating to the proposed Merger, (9) the Partnership may be adversely affected by other economic,
business or competitive factors, including, among others, those related to the COVID-19 pandemic, and (10) other risks to consummation of the proposed Merger, including the risk that it will not be
consummated within the expected time period or at all, which may adversely affect the Partnership’s and/or Teekay’s business and the price of their common units or common shares. In addition, if the Merger is completed, the Partnership may
not realize expected benefits for its customers, employees, joint venture partners or capital providers and Teekay may not realize expected benefits to it or its business.