AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 30, 2019 BY AND AMONG BROOKFIELD TK ACQUISITION HOLDINGS LP, BROOKFIELD TK MERGER SUB LLC, TEEKAY OFFSHORE PARTNERS L.P., TEEKAY OFFSHORE GP L.L.C. AND THE OTHER PARTIES HERETOAgreement and Plan of Merger • October 2nd, 2019 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 30, 2019 (this “Agreement”), is by and among Brookfield TK Acquisition Holdings LP, a Bermuda limited partnership (“Parent”), Brookfield TK Merger Sub LLC, a Marshall Islands limited liability company (“Merger Sub”), Teekay Offshore Partners L.P., a Marshall Islands limited partnership (the “Partnership”), and Teekay Offshore GP L.L.C., a Marshall Islands limited liability company and the general partner of the Partnership (the “Partnership GP”), Brookfield TK TOGP LP, a Bermuda limited partnership (the “Sole GP Member”), solely for purposes of Sections 6.4, 6.15, 6.16 and 6.17 hereof, and each of the Brookfield Affiliated Holders (as defined herein), solely for purposes of Section 6.17 hereof. Each of Parent, Merger Sub, the Partnership and the Partnership GP are referred to herein as a “Party” and together as “Parties.” Certain capitalized terms used in this Agreement are defined in Article I.
BROOKFIELD CAPITAL PARTNERS LLC New York, NY 10281Letter Agreement • October 2nd, 2019 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • New York
This letter agreement (this “Equity Commitment Letter”) sets forth the commitment of Brookfield Capital Partners IV L.P., a Cayman Islands limited partnership (together with its successors and assigns, the “Sponsor”), subject to the terms and conditions contained herein, to purchase, or cause the purchase of, certain equity interests of Brookfield TK Acquisition Holdings LP, a Bermuda limited partnership (“Parent”). Pursuant to the Agreement and Plan of Merger, dated as of the date hereof, by and among Parent, Brookfield TK Merger Sub LLC, a Republic of The Marshall Islands limited liability company (“Merger Sub”), Teekay Offshore Partners L.P., a Republic of The Marshall Islands limited partnership (the “Partnership”), Teekay Offshore GP L.L.C., a Republic of The Marshall Islands limited liability company and the general partner of the Partnership (the “Partnership GP”), and the other parties named therein (as amended, restated, amended and restated, supplemented, waived or otherwise
