Teekay Tankers and Teekay Corporation Announce the Creation of a New Tanker Company

HAMILTON, BERMUDA–(Marketwired – Jan. 21, 2014) – Teekay Tankers Ltd. (Teekay Tankers) (NYSE:TNK) and Teekay Corporation (Teekay) (NYSE:TK) today jointly announced the creation of Tanker Investments Ltd. (TIL), which will seek to opportunistically acquire, operate and sell modern secondhand tankers to benefit from an expected recovery in the current cyclical low of the tanker market. TIL has completed a $250 million private equity offering in which Teekay Tankers and Teekay have co-invested $25 million each for a combined 20 percent ownership interest in the new company. The balance of the privately placed TIL shares, which will trade on the Norwegian over-the-counter market, have been purchased by a group of institutional investors primarily based in the United States, Norway and United Kingdom. Transaction Summary

• A portion of the net proceeds from the private equity offering will be used to acquire four 2009 and 2010-built Aframax crude oil tankers for an aggregate purchase price of approximately $116 million.
• TIL will also acquire four 2009-built Suezmax crude oil tankers from Teekay for an aggregate purchase price of approximately $163 million, which TIL will pay for by assuming an equal amount of indebtedness already secured by those vessels.
• TIL intends to use the remaining net proceeds from the private equity offering to acquire additional tankers in the near future and for general corporate purposes.
• In addition to the private equity offering and related transactions, the Teekay and Teekay Tankers’ Boards of Directors have agreed in principle to the sale to Teekay Tankers of Teekay’s conventional tanker commercial and technical management operations (Teekay Operations), including direct ownership in three commercially managed tanker pools, which currently generates fees from commercially managing a fleet of 82 vessels and technically managing a fleet of 49 vessels.
• The TIL fleet will be managed by Teekay Operations. Upon completion of the sale of Teekay Operations, the corresponding fees associated with the management of TIL’s vessels will be earned by Teekay Tankers.
• Teekay and Teekay Tankers together will receive warrants to acquire up to an additional 1.5 million shares of TIL’s common stock, linked to TIL’s future share price performance.

The TIL private equity offering is expected to close on Friday, January 24, 2014 and TIL’s acquisition of the initial eight tankers is expected to be completed in the first half of 2014. TIL intends to undertake a public listing of its common stock on the Oslo Stock Exchange in the first quarter of 2014. “Our investment in TIL provides a new avenue for Teekay Tankers’ shareholders to benefit from a tanker market recovery,” commented Bruce Chan, Teekay Tankers’ Chief Executive Officer. “This transaction complements our existing strategy of owning and in-chartering conventional tankers. In addition, our planned acquisition of Teekay Operations represents the final step in Teekay Tankers’ evolution into a full-service conventional tanker platform, which we believe will allow us to better serve our customers and generate greater value for Teekay Tankers.” Peter Evensen, Teekay Corporation’s President and Chief Executive Officer commented, “With the sale of our last four owned conventional tankers to TIL, Teekay Corporation is one step closer to achieving its strategy of becoming an asset-light company primarily focused on increasing the value of its daughter entities.” DNB Markets acted as exclusive financial advisor to Teekay Tankers and Teekay on the formation of TIL. DNB Markets and Pareto Securities acted as joint bookrunners on the private equity offering for TIL. About Teekay Tankers Ltd. Teekay Tankers currently owns a fleet of 27 double-hull vessels, including 11 Aframax tankers, 10 Suezmax tankers, three Long Range 2 (LR2) product tankers, three Medium-Range (MR) product tankers and has one time-chartered in Aframax tanker, which vessels an affiliate of Teekay Corporation (NYSE:TK) manages through a mix of short- or medium-term fixed-rate time-charter contracts and spot tanker market trading. The Company also owns a Very Large Crude Carrier (VLCC) through a 50 percent-owned joint venture. Teekay Tankers was formed in December 2007 by Teekay Corporation as part of its strategy to expand its conventional oil tanker business. Teekay Tankers’ common stock trades on the New York Stock Exchange under the symbol “TNK”. About Teekay Corporation Teekay Corporation is an operational leader and project developer in the marine midstream space. Through its general partnership interests in two master limited partnerships, Teekay LNG Partners L.P. (NYSE:TGP) and Teekay Offshore Partners L.P. (NYSE:TOO), its controlling ownership of Teekay Tankers Ltd. (NYSE:TNK), and its fleet of directly-owned vessels, Teekay is responsible for managing and operating consolidated assets of over $11 billion, comprised of approximately 170 liquefied gas, offshore, and conventional tanker assets. With offices in 15 countries and approximately 6,400 seagoing and shore-based employees, Teekay provides a comprehensive set of marine services to the world’s leading oil and gas companies, and its reputation for safety, quality and innovation has earned it a position with its customers as The Marine Midstream Company. Teekay’s common stock is listed on the New York Stock Exchange where it trades under the symbol “TK”. About Tanker Investments Ltd. Tanker Investments Ltd. is a conventional tanker company that has entered into agreements to acquire four 2009-built Suezmax crude oil tankers and four 2009 and 2010-built Aframax crude oil tankers that are expected to be acquired during the first half of 2014. TIL was formed in January 2014 by Teekay Tankers Ltd. and Teekay Corporation to opportunistically acquire, operate and sell modern secondhand tankers to benefit from cyclical fluctuations in the tanker market. TIL’s common stock will trade on the Norwegian over-the-counter market. FORWARD LOOKING STATEMENTS This release contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) which reflect management’s current views with respect to certain future events and performance, including statements regarding: closing of the TIL private equity offering; the expected recovery in the tanker market; the timing and certainty of completing TIL’s pending acquisition of four 2009 and 2010-built Aframax crude oil tankers and four 2009-built Suezmax crude oil tankers; execution by TIL of its strategy of acquiring these and additional vessels, operating them and benefiting from a recovery in the tanker market by selling them at a profit; the listing of TIL’s common stock on the Norwegian over-the-counter market and the Oslo Stock Exchange; the acquisition by Teekay Tankers of Teekay’s conventional tanker commercial and technical management operations; and Teekay Tankers’ ability to generate greater value from its conventional tanker business. The following factors are among those that could cause actual results to differ materially from the forward-looking statements, which involve risks and uncertainties, and that should be considered in evaluating any such statement: failure by investors in the TIL private equity offering to fulfill their commitments; conditions in the tanker market; failure by the owner of four Aframax crude oil tankers to fulfill its obligations to sell the vessels to TIL; failure by Teekay to obtain the necessary third party consent for TIL’s purchase of the four Suezmax crude oil tankers; the inability of TIL to source, secure and complete future secondhand tanker vessel acquisitions at attractive prices, if at all; the inability of TIL to sell the tanker assets when the tanker market recovers, if at all; failure by Teekay or Teekay Tankers to complete Teekay’s sale of its conventional tanker commercial and technical management operations to Teekay Tankers; requirements of the Norwegian over-the-counter market and the Oslo Stock Exchange for the listing of TIL’s common stock; changes in production of or demand for oil, either generally or in particular regions; greater or less than anticipated levels of tanker newbuilding orders or greater or less than anticipated rates of tanker scrapping; changes in trading patterns significantly affecting overall vessel tonnage requirements; and other factors discussed in Teekay Tankers’ and Teekay’s filings from time to time with the SEC, including its Reports on Form 20-F for the fiscal year ended December 31, 2012. Teekay Tankers and Teekay expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.