Edgar Filing: Teekay LNG Partners L.P.

Amendment No. 1 to Form F-1

As filed with the Securities and Exchange Commission on November 3, 2005

Registration No. 333-129413

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TEEKAY LNG PARTNERS L.P.

(Exact name of registrant as specified in its charter)


Republic of The Marshall Islands	4400	98-0454169
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

TK House, Bayside Executive Park

West Bay Street and Blake Road

P.O. Box AP-59212

Nassau, Commonwealth of the Bahamas

(242) 502-8820

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Watson, Farley & Williams (New York) LLP

Attention: Leo Chang

and Daniel C. Rodgers

100 Park Avenue, 31st Floor

New York, New York 10017

(212) 922-2200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


David Matheson Chris Hall Perkins Coie LLP 1120 N.W. Couch Street, 10th Floor Portland, Oregon 97209 (503) 727-2000		Joshua Davidson Laura Tyson Baker Botts L.L.P. 910 Louisiana Street Houston, TX 77002-4995 (713) 229-1234

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


Item 6.	*Indemnification of Directors and Officers*

The section of the prospectus entitled “The Partnership Agreement — Indemnification” discloses that we will generally indemnify officers, directors and affiliates of the general partner to the fullest extent permitted by the law against all losses, claims, damages or similar events and is incorporated herein by this reference. Reference is also made to the Underwriting Agreement to be filed as Exhibit 1.1 to this registration statement in which Teekay LNG Partners L.P. and its affiliates will agree to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments that may be required to be made in respect of these liabilities.


Item 7.	*Recent Sales of Unregistered Securities*

On November 3, 2004, in connection with the formation of the partnership, Teekay LNG Partners L.P. issued to (a) Teekay GP LLC the 2% general partner interest in the partnership for $20 and (b) Teekay Shipping Corporation the 98% limited partner interest in the partnership for $980 in an offering exempt from registration under Section 4(2) of the Securities Act.

On May 6, 2005, in connection with the Teekay LNG Partners L.P.’s initial public offering, Teekay Shipping Corporation contributed all of the outstanding shares of Teekay Luxembourg S.a.r.l. and other assets to Teekay LNG Partners L.P. In exchange for these shares and assets, Teekay LNG Partners L.P. issued to Teekay Shipping Corporation 8,734,572 common units and 14,734,572 subordinated units. The securities were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933.

There have been no other sales of unregistered securities within the past three years.


Item 8.	*Exhibits and Financial Statement Schedules*

(a) Exhibits


Exhibit
Number				Description

	1	.1	—	Form of Underwriting Agreement
	3	.1	—	Certificate of Limited Partnership of Teekay LNG Partners L.P. (incorporated by reference to Exhibit 3.1 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	3	.2	—	First Amended and Restated Agreement of Limited Partnership of Teekay LNG Partners L.P. (incorporated by reference to Appendix A to the Prospectus contained within the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	3	.3	—	Certificate of Formation of Teekay GP L.L.C. (incorporated by reference to Exhibit 3.3 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	3	.4	—	Second Amended and Restated Limited Liability Company Agreement of Teekay GP L.L.C. (incorporated by reference to Exhibit 3.4 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	5	.1	—	Opinion of Watson, Farley & Williams, as to the legality of the securities being registered*
	8	.1	—	Opinion of Perkins Coie LLP, relating to tax matters*
	8	.2	—	Opinion of Watson, Farley & Williams, relating to tax matters*
	10	.1	—	Form of Credit Facility (incorporated by reference to Exhibit 10.1 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	10	.2	—	Form of Contribution, Conveyance and Assumption Agreement (incorporated by reference to Exhibit 10.2 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)

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Exhibit
Number				Description

	10	.3	—	Form of Teekay LNG Partners L.P. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	10	.4	—	Form of Omnibus Agreement (incorporated by reference to Exhibit 10.4 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	10	.5	—	Form of Amendment to Omnibus Agreement*
	10	.6	—	Form of Administrative Services Agreement with Teekay Shipping Limited (incorporated by reference to Exhibit 10.5 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	10	.7	—	Form of Advisory, Technical and Administrative Services Agreement (incorporated by reference to Exhibit 10.6 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	10	.8	—	Form of LNG Strategic Consulting and Advisory Services Agreement (incorporated by reference to Exhibit 10.7 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	10	.9	—	Form of Agreement to Purchase Nakilat Interest (incorporated by reference to Exhibit 10.10 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	10	.10	—	Syndicated Loan Agreement between Naviera Teekay Gas III, S.L. (formerly Naviera F. Tapias Gas III, S.A.) and Caixa de Afforos de Vigo Ourense e Pontevedra, as Agent, dated as of October 2, 2000, as amended (incorporated by reference to Exhibit 10.11 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	10	.11	—	Bareboat Charter Agreement between Naviera Teekay Gas III, S.L. (formerly Naviera F. Tapias Gas III, S.A.) and Poseidon Gas AIE, dated as of October 20, 2000 (incorporated by reference to Exhibit 10.12 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	10	.12	—	Credit Facility Agreement between Naviera Teekay Gas IV, S.L. (formerly Naviera F. Tapias Gas IV, S.A.) and Chase Manhattan International Limited, as Agent, dated as of December 21, 2001, as amended (incorporated by reference to Exhibit 10.13 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	10	.13	—	Bareboat Charter Agreement between Naviera Teekay Gas IV, S.L. (formerly Naviera F. Tapias Gas IV, S.A.) and Pagumar AIE, dated as of December 30, 2003 (incorporated by reference to Exhibit 10.14 of the Registrant’s Form F-1, declared effective by the Securities and Exchange Commission on May 5, 2005, File No. 333-120727)
	10	.14	—	Form of Purchase Agreement relating to African Spirit L.L.C., Asian Spirit L.L.C. and European Spirit L.L.C.
	21	.1	—	List of Subsidiaries of Teekay LNG Partners L.P.*
	23	.1	—	Consent of Ernst & Young LLP*
	23	.2	—	Consent of Watson, Farley & Williams (contained in Exhibit 5.1)*
	23	.3	—	Consent of Perkins Coie LLP (contained in Exhibit 8.1)*
	24	.1	—	Powers of Attorney*

* Previously filed.

(b) Financial Statement Schedules.

All supplemental schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the financial statements or notes thereto.

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Item 9.	*Undertakings*

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:


	(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nassau, Commonwealth of The Bahamas, on November 3, 2005.


	TEEKAY LNG PARTNERS L.P.

	By: Teekay GP LLC, its General Partner


	By:	/s/ Bruce C. Bell



	Name: Bruce C. Bell
	Title: Secretary

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed on November 3, 2005 by or on behalf of the following persons in the capacities indicated.


Signature				Title


/s/ * Peter Evensen				Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer), Director and Authorized Representative in the United States

/s/ * C. Sean Day				Director

/s/ * Bjorn Moller				Director

/s/ * Robert E. Boyd				Director

/s/ * Ida Jane Hinkley				Director

/s/ * Ihab J.M. Massoud				Director

/s/ * George Watson				Director

*By: /s/ Bruce C. Bell Bruce C. Bell, Attorney-in-fact

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