Brookfield Business Partners L.P. (NYSE:BBU) together with certain of its affiliates and institutional partners made an offer to acquire remaining 26.8% stake in Teekay Offshore Partners L.P. (NYSE:TOO) from Noster Capital, LLP and others for approximately $120 million on May 17, 2019. The offer per share is $1.05, payable in cash. Pre deal, Brookfield Business Partners L.P. together with affiliates and institutional partners owned 73.2% stake and post deal, Brookfield Business Partners L.P. together with the affiliates and institutional partners will own 100% of Teekay Offshore Partners L.P.

Brookfield Business Partners together with certain of its affiliates and institutional partners entered into an agreement to acquire remaining 26.8% stake in Teekay Offshore Partners L.P. from Noster Capital, LLP and others on October 1, 2019. Pursuant to the terms of agreement, Brookfield will increase its offer price per share to $1.55 from $1.05. The shareholders of Teekay can elect receive one newly designated unlisted Class a Common Unit per common unit. Shareholders will have option to elect consideration mode before January 14, 2020. Brookfield will pay a termination fee of $25 million. The transaction is subject to satisfaction of certain customary conditions. The conflicts committee and Board of Teekay unanimously approved the transaction. The transaction is expected to close in the fourth quarter of 2019.

The deal is subject to a number of contingencies that are beyond the control of Brookfield Business Partners L.P. together with the affiliates and institutional partners, including approval of the Conflicts or Special Committee of Teekay Offshore General Partner formed for these purposes, regulatory approvals, the general partner of Teekay Offshore Partners L.P. and the satisfaction of any conditions to the consummation of a transaction set forth in any such definitive agreement. The proposal is not subject to obtaining, or otherwise conditional on, financing or any further internal approvals. The delivery of this offer has been approved by the Brookfield investment committee.

Teekay Offshore's conflicts committee or a separate special committee appointed for these purposes, in each case consisting only of non-Brookfield affiliated Teekay Offshore Directors, will retain advisors and evaluate the proposed offer on behalf of the owners of the non-Brookfield owned limited partnership interests. As of May 30, 2019, Noster Capital LLP rejected the offer due to low offer price. As of August 14, 2019, shareholders of Teekay Offshore have filed a class action complaint against Teekay Offshore and Brookfield, among others, in regard to the agreement by Teekay Offshore to sell its remaining interests in Teekay Offshore to Brookfield. As of December 12, 2019, transaction is expected to complete in first quarter 2020. On January 10, 2020, the transaction is expected to close January 22, 2020. Doug Bacon, Matt Pacey, Kim Hicks, Marc Lipscomb, Bryan Flannery, Mary Kogut Brawley, Mark Dundon, Ryan Roberts, Sara Zablotney, Alexandra Mihalas, Michael Krasnovsky, Michael Schulman, Michael Thorpe, Mike Robert-Smith, Joshua N. Korff, Elazar Guttman and Ross M. Leff of Kirkland & Ellis LLP acted as legal advisors to Brookfield Asset Management Inc. (TSX:BAM.A), parent of Brookfield Business Partners L.P. Potter Anderson & Corroon LLP acted as legal advisor and William S. Anderson, of Evercore Group L.L.C. acted as financial advisor and fairness opinion provider for conflict Committee of Teekay Offshore Partners and got a fee $2.25 million. Michael Rosenwasser, David Sterling, Michael Swidler and Jonathan Kovacs of Baker Botts L.L.P. acted as legal advisor to Teekay Offshore in the transaction.

Brookfield Business Partners L.P. (NYSE:BBU) together with certain of its affiliates and institutional partners completed the acquisition of remaining 26.9% stake in Teekay Offshore Partners L.P. (NYSE:TOO) from Noster Capital, LLP and others on January 22, 2020. As a result of the merger, the Brookfield Consortium owns 100% of the class B common units, representing approximately 98.7% of the outstanding common units of the partnership. 100% of the class A common units, representing approximately 1.3% of the outstanding common units of the Partnership as of the closing of the merger, are held by the unaffiliated unit holders who elected to receive the equity consideration in respect of their common units. Partnership's outstanding preferred units were unchanged and remain outstanding following the merger. Unaffiliated unit holders of record as of immediately prior to the effective time of the merger who are entitled to the cash consideration will receive from the exchange agent, for each common unit held by them, the cash consideration, without interest and net of any applicable withholding taxes, in exchange for the cancellation of such common units. Teekay Offshore Partners requested that trading of its common units on the New York Stock Exchange (the NYSE) be suspended before the beginning of trading on January 23, 2020. Bill Utt appointed as Director and member of the Audit, Compensation and Conflicts Committees by replacing David L. Lemmon and Kenneth Hvid retire from his position as Director, effective June 17, 2020. Following the closing of the merger, Teekay Offshore Partners intends to change its name to Altera Infrastructure L.P. and to rebrand the consolidated group of companies under the new umbrella of Altera Infrastructure.