Seapeak LLC
For the period ended Dec 31, 2023. Filed Mar 22, 2024.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2023 · Filed Mar 22, 2024
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR
For the fiscal year ended December 31, 2023
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR
| ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Date of event requiring this shell company report
For the transition period from to
Commission file number 1-32479
SEAPEAK LLC
(Exact name of Registrant as specified in its charter)
Republic of The Marshall Islands
(Jurisdiction of incorporation or organization)
2000,550 Burrard Street, Vancouver, BC, Canada, V6C 2K2
(Address of principal executive offices)
Scott Gayton
2000,550 Burrard Street, Vancouver, BC, Canada, V6C 2K2
Telephone: (604) 609-4735
Email: Enquiries@seapeak.com
(Name, Telephone, Email and/or Facsimile number and Address of company Contact Person)
Securities registered, or to be registered, pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Series A Preferred Units | SEAL/PA | New York Stock Exchange |
| Series B Preferred Units | SEAL/PB | New York Stock Exchange |
Securities registered, or to be registered, pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
4,932,548 Series A Preferred Units
6,596,115 Series B Preferred Units
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ No ý
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes¨ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | Non-Accelerated Filer | x | Emerging growth company | ☐ |
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.¨
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes¨No ý
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes¨No¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes¨No¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP | ý | International Financial Reporting Standardsas issued by the International AccountingStandards Board | ¨ | Other | ¨ |
|---|
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17¨ Item 18¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes☐ No ý
Auditor Name: KPMG LLP Auditor Location: Vancouver BC, Canada Auditor Firm ID:85
SEAPEAK LLC
INDEX TO REPORT ON FORM 20-F
| Page | ||
|---|---|---|
| PART I. | ||
| Item 1. | Identity of Directors, Senior Management and Advisers | 4 |
| Item 2. | Offer Statistics and Expected Timetable | 4 |
| Item 3. | Key Information | 4 |
| Risk Factors | 4 | |
| Item 4. | Information on the Company | 23 |
| A. Overview, History and Development | 23 | |
| B. Operations | 23 | |
| Our Fleet and Our Charters | 23 | |
| Liquefied Natural Gas Segment | 24 | |
| Natural Gas Liquid Segment | 27 | |
| Business Strategies | 30 | |
| Safety, Management of Ship Operations and Administration | 31 | |
| Risk of Loss, Insurance and Risk Management | 31 | |
| Flag, Classification, Audits and Inspections | 32 | |
| Regulations | 32 | |
| C. Organizational Structure | 39 | |
| D. Property, Plant and Equipment | 39 | |
| E. Taxation of the Company | 39 | |
| United States Taxation | 39 | |
| Marshall Islands Taxation | 40 | |
| Other Taxation | 40 | |
| Item 4A. | Unresolved Staff Comments | 40 |
| Item 5. | Operating and Financial Review and Prospects | 40 |
| Overview | 40 | |
| Significant Developments in 2023 and Early 2024 | 41 | |
| Important Financial and Operational Terms and Concepts | 41 | |
| Summary Financial Data | 43 | |
| Results of Operations | 44 | |
| Year Ended December 31, 2023 versus Year Ended December 31, 2022 | 45 | |
| Year Ended December 31, 2022 versus Year Ended December 31, 2021 | 49 | |
| Liquidity and Capital Resources | 49 | |
| Critical Accounting Estimates | 51 | |
| Non-GAAP Financial Measures | 55 | |
| Item 6. | Directors, Senior Management and Employees | 56 |
| Directors and Executive Officers of Seapeak LLC | 56 | |
| Compensation of Executive Officers and Directors | 57 | |
| Long-Term Incentive Plan | 57 | |
| Board Practices | 57 | |
| The Board's Role in Oversight of Environmental, Social and Corporate Governance | 58 | |
| Crewing and Staff | 58 | |
| Unit Ownership | 59 | |
| Item 7. | Major Common Unitholders and Related Party Transactions | 59 |
| Major Common Unitholders | 59 | |
| Related Party Transactions | 59 | |
| Item 8. | Financial Information | 59 |
| A. Consolidated Financial Statements and Other Financial Information | 59 | |
| Consolidated Financial Statements and Notes | 59 | |
| Legal Proceedings | 59 | |
| B. Significant Changes | 59 | |
| Item 9. | The Offer and Listing | 59 |
|---|---|---|
| Item 10. | Additional Information | 59 |
| Memorandum and Articles of Association | 60 | |
| Material Contracts | 60 | |
| Exchange Controls and Other Limitations Affecting Unitholders | 60 | |
| Material United States Federal Income Tax Considerations | 60 | |
| Non-United States Tax Considerations | 64 | |
| Documents on Display | 64 | |
| Item 11. | Quantitative and Qualitative Disclosures About Market Risk | 64 |
| Item 12. | Description of Securities Other than Equity Securities | 66 |
| PART II. | ||
| Item 13. | Defaults, Dividend Arrearages and Delinquencies | 67 |
| Item 14. | Material Modifications to the Rights of Unitholders and Use of Proceeds | 67 |
| Item 15. | Controls and Procedures | 67 |
| Item 16A. | Audit Committee Financial Expert | 68 |
| Item 16B. | Code of Ethics | 68 |
| Item 16C. | Principal Accountant Fees and Services | 68 |
| Item 16D. | Exemptions from the Listing Standards for Audit Committees | 68 |
| Item 16E. | Purchases of Units by the Issuer and Affiliated Purchasers | 68 |
| Item 16F. | Change in Registrant’s Certifying Accountant | 69 |
| Item 16G. | Corporate Governance | 69 |
| Item 16H. | Mine Safety Disclosure | 69 |
| Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 70 |
| Item 16J. | Insider Trading Policies | 70 |
| Item 16K. | Cybersecurity | 70 |
| PART III. | ||
| Item 17. | Financial Statements | 71 |
| Item 18. | Financial Statements | 71 |
| Item 19. | Exhibits | 72 |
| Signature | 73 | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.