UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
TEEKAY LNG PARTNERS L.P.
(Exact name of registrant as specified in its charter)
| REPUBLIC OF THE MARSHALL ISLANDS | 98-0454169 | |
| (Jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
4th Floor, Belvedere Building,
69 Pitts Bay Road,
Hamilton HM 08, Bermuda
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which | |
| 9.00% Series A Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests |
New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form relates:
333-197479
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrant’s Securities to be Registered. |
A description of the 9.00% Series A Cumulative Redeemable Perpetual Preferred Units, representing limited partner interests in Teekay LNG Partners L.P. (the “Registrant”), is set forth under the captions “Summary,” “Description of Series A Preferred Units,” “The Partnership Agreement,” “Material United States Federal Income Tax Considerations” and “Non-United States Tax Considerations” in the prospectus supplement filed by the Registrant on September 30, 2016, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus supplement will constitute a part of the Registrant’s Registration Statement on Form F-3 (Registration No. 333-197479) (the “Registration Statement”), filed with the Securities and Exchange Commission (“SEC”) on July 17, 2014. Such prospectus supplement, in the form in which it is so filed, shall be deemed to be incorporated herein by reference.
| Item 2. | Exhibits. |
| Exhibit No. |
Description | |
| 1.1 | Certificate of Limited Partnership of Teekay LNG Partners L.P. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-1 (File No. 333-120727), filed with the SEC on November 24, 2004. | |
| 4.1 | Second Amended and Restated Agreement of Limited Partnership of Teekay LNG Partners L.P. dated as of October 5, 2016. | |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: October 5, 2016
| TEEKAY LNG PARTNERS L.P. | ||
| By: | Teekay GP L.L.C., its General Partner | |
| By | /s/ Peter Evensen | |
| Name: | Peter Evensen | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Certificate of Limited Partnership of Teekay LNG Partners L.P. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form F-1 (File No. 333-120727), filed with the SEC on November 24, 2004. | |
| 4.1 | Second Amended and Restated Agreement of Limited Partnership of Teekay LNG Partners L.P. dated as of October 5, 2016. | |