TNK Teekay Tankers Ltd

As filed with the Securities and Exchange Commission on August 7, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TEEKAY TANKERS LTD.

(Exact name of registrant as specified in its charter)

4th Floor, Belvedere Building,

69 Pitts Bay Road,

Hamilton HM 08, Bermuda

Telephone: (441) 298-2530

Fax: (441) 292-3931

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

Watson Farley & Williams LLP

Attention: Steven Hollander

120 West 45^th Street, 20^th Floor

New York, New York 10036

(212) 922-2200

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

Copies to:

David S. Matheson

Perkins Coie LLP

1120 N.W. Couch Street, Tenth Floor

Portland, OR 97209-4128

(503) 727-2008

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and the Constitutive Documents Proposal is approved by the shareholders at the Special Meeting.

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. ☐

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. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

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 7(a)(2)(B) of the Securities Act. ☐

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, as amended, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

EXPLANATORY NOTE

For purposes of clarity, in some places in this proxy statement/prospectus, we refer to our company prior to the Redomiciliation (defined below) as Teekay Tankers (Marshall Islands) and the re-domiciled Bermuda entity as Teekay Tankers (Bermuda). For more information, please see the section entitled “The Redomiciliation.” Owners of a Marshall Islands corporation are referred to as shareholders and owners of a Bermuda exempted company are referred to as members under applicable corporate law; for purposes of this proxy statement/prospectus, we refer to the owners of Teekay Tankers (Marshall Islands) and the owners of Teekay Tankers (Bermuda) as shareholders.

The information contained in this proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS—

SUBJECT TO COMPLETION—DATED AUGUST 7, 2024

PROXY STATEMENT/PROSPECTUS

YOUR VOTE IS VERY IMPORTANT

LETTER TO SHAREHOLDERS

Dear Shareholders of Teekay Tankers Ltd.:

We are sending you this proxy statement/prospectus and related materials in connection with the solicitation of proxies by our Board of Directors (the Board) for use at the Special Meeting of Shareholders of Teekay Tankers (the Special Meeting), to be held on     , 2024, and which is described below.

Teekay Tankers Ltd. (Teekay Tankers, the Company, we, us, or our) is proposing to change its jurisdiction of incorporation from the Republic of the Marshall Islands (the Marshall Islands) to Bermuda (such transaction, the Redomiciliation) to become tax resident in Bermuda in accordance with its newly enacted Corporate Income Tax Act 2023 (the Bermuda Tax Act). In connection with the Redomiciliation, we are asking our shareholders to consider and vote on the proposals discussed below at the Special Meeting, which (a) include approval of the adoption of new Bermuda constitutive documents for Teekay Tankers (Bermuda) in place of the Marshall Islands constitutive documents currently in place for Teekay Tankers (Marshall Islands) but (b) exclude any approval of the Redomiciliation.

Our Board has unanimously determined that (a) changing our jurisdiction of incorporation to Bermuda and (b) the proposals referenced below are in the interests of us and our shareholders. In summary, the Board believes that a change in incorporation to Bermuda so that we will be tax resident in Bermuda in accordance with the Bermuda Tax Act is in line with our existing and historical governance practice of having our central management and control located in Bermuda. We have existing ties to Bermuda, where we have our principal executive office and corporate officers and where certain of our subsidiaries are either organized or registered. The Redomiciliation is also expected to result in legal, administrative, and other similar efficiencies as we would be subject only to Bermuda corporate law and economic substance requirements of Bermuda following the Redomiciliation, and would no longer be subject to the relevant law and requirements in both the Marshall Islands and Bermuda. Please see “The Redomiciliation—Background and Benefits of the Redomiciliation.” The reasons for the Redomiciliation and the proposals to be voted upon at the Special Meeting are discussed in further detail in the accompanying proxy statement/prospectus.

For holders of our shares, most of your shareholder rights will remain unchanged following the Redomiciliation. There will be some differences in your rights given the differences between the laws of the Marshall Islands and those of Bermuda and the differences between the constitutive documents of Teekay Tankers (Marshall Islands) and Teekay Tankers (Bermuda). The attached proxy statement/prospectus includes a chart outlining these material differences in the section titled “Description of Share Capital of Teekay Tankers (Bermuda)—Comparison of Shareholder Rights,” which begins on page 46. In addition, forms of the proposed new constitutive documents for Teekay Tankers (Bermuda) are included as appendices to this proxy statement/prospectus. If the Redomiciliation is completed, all of the shares of Teekay Tankers (Marshall Islands) Class A common stock, par value $0.01 per share (Class A Common Stock), Class B common stock, par value $0.01 per share (Class B Common Stock, and together with Class A Common Stock, the common stock), and preferred stock, par value $0.01 per share (preferred stock) will automatically convert by operation of law into Class A common shares, par value $0.01 per share (Class A Common Shares), Class B common shares, par value $0.01 per share (Class B Common Shares) and preferred shares, par value $0.01 per shares (preferred shares), respectively, of Teekay Tankers (Bermuda) on a one-for-one basis. The registration statement of which this proxy statement/prospectus forms a part is registering the exchange of shares of Teekay Tankers (Marshall

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Islands) common stock, for common shares of the same class in Teekay Tankers (Bermuda) on a one-for-one basis. We expect that the Class A Common Shares of Teekay Tankers (Bermuda) will be listed on the New York Stock Exchange (NYSE) under the same ticker symbol under which the shares of Teekay Tankers (Marshall Islands) Class A Common Stock are currently traded, and that such shares will begin trading on the NYSE on or promptly following the effective date of the Redomiciliation.

Special Meeting Proposals

At the Special Meeting, our shareholders will be asked to consider and vote on:

Each of these proposals is more fully described in this proxy statement/prospectus.

The Board unanimously recommends that our shareholders vote “FOR” the Constitutive Documents Proposal and the adjournment of the Special Meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the Constitutive Documents Proposal.

Approval of the Constitutive Documents Proposal requires the affirmative “FOR” vote of the holders of a majority of the outstanding voting power of Class A Common Stock and Class B Common Stock, voting together as a single class. Abstentions and broker non-votes will have the same effect as voting “AGAINST” the Constitutive Documents Proposal because the required vote is based on the number of shares outstanding rather than the number of votes cast.

This proxy statement/prospectus provides you with detailed information about the Special Meeting and the Constitutive Documents Proposal. Also attached as appendices are the Memorandum of Continuance and the Bermuda Bye-laws, which are proposed to become the constitutive documents of Teekay Tankers (Bermuda) upon effectiveness of the Redomiciliation. We encourage you to carefully read this proxy statement/prospectus, its appendices and the documents incorporated by reference into it.

For a discussion of risk factors which shareholders should consider in evaluating the Constitutive Documents Proposal, please see “Risk Factors” beginning on page 15 of this proxy statement/prospectus.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE SEC) NOR ANY SECURITIES COMMISSION OF ANY OTHER JURISDICTION HAS APPROVED OR DISAPPROVED OF THE MERGER OR THE SECURITIES TO BE ISSUED UNDER THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE FAIRNESS OR MERITS OF THE MERGER OR THE CHARTER AMENDMENT, OR DETERMINED THAT THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE AND COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated     , 2024, and is first being mailed, along with the applicable attached proxy card, to Teekay Tankers’ shareholders on or about such date.

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TEEKAY TANKERS LTD.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

By Order of the Board of Directors

Kenneth Hvid

Chair of the Board, President and Chief Executive Officer

Dated:     , 2024

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ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Teekay Tankers from documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain copies of documents that are incorporated by reference in this proxy statement/prospectus, other than certain exhibits to the documents, without charge, by requesting them in writing or by telephone from:

Teekay Tankers Ltd.

4th Floor, Belvedere Building,

69 Pitts Bay Road

Hamilton HM 08, Bermuda

Attn: Corporate Secretary

(441) 298-2530

In addition, if you have questions about the Constitutive Documents Proposal or the Special Meeting, need additional copies of this document or need to obtain proxy cards or other information related to the proxy solicitation, you may contact our proxy solicitation firm, MacKenzie Partners, Inc., listed below. You will not be charged for any of these documents that you request.

MACKENZIE PARTNERS, INC.

1407 Broadway

New York, NY 10018

Call Toll-Free: (800) 322-2885

Email: proxy@mackenziepartners.com

In order for you to receive timely delivery of the documents in advance of the Special Meeting, you should request the information no later than five business days prior to the date of the Special Meeting.

For additional information about documents incorporated by reference into this proxy statement/prospectus please see “Where You Can Find More Information” beginning on page 60 of this proxy statement/prospectus.

This proxy statement/prospectus is dated    , 2024. You should not assume that the information in it is accurate as of any date other than that date, and its mailing to shareholders shall not create any implication to the contrary.

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TABLE OF CONTENTS

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

In addition to historical information, this proxy statement/prospectus contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements relate to future events and our operations, objectives, expectations, performance, financial condition and intentions. When used in this proxy statement/prospectus, the words “expect,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” predict,” “project,” “should,” “likely,” “will,” and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this proxy statement/prospectus include, in particular, statements regarding:

Forward-looking statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to, those factors discussed in the section of this proxy statement/prospectus entitled “Risk Factors” and those factors discussed in our Annual Report on Form 20-F for the year ended December 31, 2023 (the 2023 Annual Report) and other reports we file with or furnish to the SEC and that are incorporated into this proxy statement/prospectus by reference.

Unless required by law, we do not intend to revise any forward-looking statements in order to reflect any change in our expectations or events or circumstances that may subsequently arise. You should carefully review and consider the various disclosures included in this proxy statement/prospectus and in other documents incorporated by reference into this proxy statement/prospectus that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND RELATED MATTERS

The following questions and answers are intended to address briefly some commonly asked questions regarding the Redomiciliation and matters to be addressed at the Special Meeting. These questions and answers may not address all questions that may be important to you. To better understand these matters, and for a description of the process and legal terms governing the Redomiciliation, you should carefully read this proxy statement/prospectus, including the attached annexes, as well as the documents that have been incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 60 of this proxy statement/prospectus.

For purposes of clarity, in some places in this proxy statement/prospectus, we refer to our company prior to the Redomiciliation as “Teekay Tankers (Marshall Islands)” and the redomiciled Bermuda entity as “Teekay Tankers (Bermuda).”

This proxy statement/prospectus and its annexes contain important information about the Constitutive Documents Proposal and the other matters to be acted upon at the Special Meeting, as well as about the Redomiciliation. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus, its annexes and the documents incorporated by reference into it.

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Teekay Tankers Class B Common Stock has five votes per share, subject to a 49% aggregate Class B Common Stock voting power maximum, while Teekay Tankers Class A Common Stock has one vote per share. Except as otherwise provided by the Marshall Islands Business Corporations Act (MIBCA), holders of shares of Class A and Class B Common Stock vote together as a single class on all matters submitted to a vote of shareholders. Teekay Corporation currently controls all of the outstanding Class B Common Stock and holds additional shares of Class A Common Stock. Because of Teekay Tankers’ dual-class structure, Teekay Corporation may continue to control all matters submitted to Teekay Tankers’ shareholders for approval even if it and its affiliates own significantly less than 50% of the shares of Teekay Tankers’ outstanding common stock.

As of the Record Date, the current directors and executive officers of Teekay Tankers and Teekay Corporation and their affiliates owned (directly or indirectly) and had the right to vote an additional approximately    % of the Class A Common Stock entitled to be voted at the Special Meeting, which represents approximately    % of the total voting power of Teekay Tankers.

There are some differences between the corporate law of the Marshall Islands and that of Bermuda. There are also some differences between the Memorandum of Continuance and the Bermuda Bye-laws and our Articles of Incorporation and Marshall Islands Bylaws. We describe these changes in more detail under “Description of Share Capital of Teekay Tankers (Bermuda)—Comparison of Shareholder Rights.” However, the rights of shareholders under the Memorandum of Continuance and the Bermuda Bye-laws will be substantially the same as under our Articles of Incorporation and Marshall Islands Bylaws, subject to changes required to conform to the Bermuda Companies Act. We do not believe that the powers, preferences or special rights of any class of shares will be adversely affected by the Redomiciliation, nor do we believe that the Memorandum of Continuance and Bermuda Bye-laws exclude or limit the right of a holder to vote on any matter. Our name, business, assets and liabilities on a consolidated basis, as well as our Board, executive officers, share capital, principal business location and fiscal year, will be the same

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immediately following effectiveness of the Redomiciliation as they are immediately prior to the Redomiciliation.

The Memorandum of Continuance and Bermuda Bye-laws are attached as Appendix A and Appendix B, respectively, to this proxy statement/prospectus.

It is not necessary for shareholders of Teekay Tankers (Marshall Islands) who currently hold share certificates representing Class A Common Stock to exchange their existing share certificates for certificates representing Class A Common Shares of Teekay Tankers (Bermuda). Please see “The Redomiciliation—Redomiciliation Share Conversion.”

In addition, the composition of the Audit Committee, the Conflicts Committee and Nominating and Corporate Governance Committee of our Board will not change upon effectiveness of the Redomiciliation.

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For a more detailed discussion, please see “Material United States Federal Income Taxation—U.S. Federal Income Tax Considerations of the Redomiciliation” and “Material Non-United States Income Taxation.”

Corporate Secretary

Teekay Tankers Ltd.

4th Floor, Belvedere Building

69 Pitts Bay Road

Hamilton, HM 08

Bermuda

If you have instructed a bank, broker, trustee or other nominee to vote your shares, you must follow the directions you receive from your bank, broker, trustee or other nominee in order to change or revoke your vote.

If you are the beneficial owner of shares held in “street name,” you should follow the instructions provided by your bank, broker, trustee or other nominee to change your vote or revoke your proxy.

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MACKENZIE PARTNERS, INC.

1407 Broadway

New York, NY 10018

Call Toll-Free: (800) 322-2885

Email: proxy@mackenziepartners.com

If your broker holds your shares, then you should also contact your broker for additional information.

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RISK FACTORS

Before you decide how to vote your shares, you should carefully consider the following risk factors related to the Special Meeting proposals set forth in this proxy statement/prospectus, together with the appendices to it and the information included or incorporated by reference into this proxy statement/prospectus, including the risks discussed in our 2023 Annual Report filed with the U.S. Securities and Exchange Commission (SEC) and incorporated by reference into this proxy statement/prospectus. The matters described below may not contain all of the information that is important to you in evaluating the proposals to be voted upon at the Special Meeting. Accordingly, we urge you to read this entire proxy statement/prospectus, including the appendices and the information included or incorporated by reference in this document. For more information, please read “Where You Can Find More Information—Information Incorporated by Reference” in this proxy statement/prospectus.

Your rights as a shareholder will change as a result of the Redomiciliation.

The Redomiciliation will change our jurisdiction of incorporation from the Marshall Islands to Bermuda and, as a result, our constitutive documents will change and will be governed by Bermuda rather than Marshall Islands law. There are differences between the governing corporate law of the Marshall Islands and that of Bermuda. There are also differences between the Memorandum of Continuance and the Bermuda Bye-laws and our Articles of Incorporation and Marshall Islands Bylaws. These changes and differences could affect your rights as a shareholder. We describe these changes and differences in more detail under “Description of Share Capital of Teekay Tankers (Bermuda)—Comparison of Shareholder Rights.”

The anticipated benefits of the Redomiciliation may not be realized.

There can be no assurance that any or all of the anticipated benefits of the Redomiciliation will be achieved, particularly the cost efficiencies expected to be gained from simplifying our structure by redomiciling to Bermuda. Any future changes to Bermuda’s existing economic substance regime or the implementation thereof, or unexpected changes to our operations, could increase the complexity and our costs of carrying on business in Bermuda. In addition, if any such change could result in us being non-compliant with Bermuda’s economic substance regime, any resulting fines or other penalties, or increased monitoring and audits, or the dissolution of the non-compliant entity, could also have an adverse effect on our business, financial condition, or operating results. Furthermore, the application and the implementation of the Pillar Two Rules in other countries around the world continue to evolve, and this may result in Bermuda implementing further changes to its tax legislation in response, which changes could increase the cost to us of operating in Bermuda. Similarly, any future changes to the domestic tax legislation in the countries where our subsidiaries operate, such as changes to withholding tax on dividend distributions to Bermuda, could also negatively impact our financial condition and operating results. These are all factors that we do not and cannot control. Please see “The Redomiciliation—Background and Benefits of the Redomiciliation.”

The Redomiciliation may result in taxes to us or our subsidiaries in certain jurisdictions on the indirect transfer of shares or property of Teekay Tankers.

We generally expect to be exempt from most indirect transfer, transaction, and gains taxes on shares and property held directly or indirectly by us that could apply to the Redomiciliation; however, the calculation of such liabilities involves judgment in the interpretation of complex tax law and regulations in many jurisdictions. Therefore, any dispute with a taxing authority may result in a payment or outcome that differs from our current expectations. In jurisdictions where we expect to be subject to indirect transfer, transaction, and gains taxes as a result of the Redomiciliation, we expect the amounts to be immaterial based on current estimates. However, these taxes are generally based on the fair market value of underlying shares and property which is subject to interpretation. Accordingly, amounts actually owed could exceed current estimates.

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We are subject to taxes, which reduces our cash available for distribution to shareholders, cash flows and results of operations.

We, our joint venture or our subsidiaries are subject to tax in certain jurisdictions in which we, our joint venture or our subsidiaries are organized own assets or have operations, which reduces the amount of our cash available for distribution. In computing our tax obligations in these jurisdictions, we are required to take various tax accounting and reporting positions, including in certain cases estimates, on matters that are not entirely free from doubt and for which we may not have received rulings from the governing authorities. We cannot assure you that upon review of these positions the applicable authorities will agree with our positions. A successful challenge by a tax authority could result in additional tax imposed on us, our joint venture or our subsidiaries, further reducing the cash available for distribution. We have established reserves in our financial statements that we believe are adequate to cover our liability for any such additional taxes. We cannot assure you, however, that such reserves will be sufficient to cover any additional tax liability that may be imposed on our subsidiaries. Additionally, tax laws, including tax rates, in the jurisdictions in which we operate may change as a result of macroeconomic or other factors outside of our control. For example, various governments and organizations such as the European Union and the OECD are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue. In January 2019, the OECD announced further work in continuation of its Base Erosion and Profit Shifting project, focusing on two “pillars.” Pillar One provides a framework for the reallocation of certain residual profits of multinational enterprises to market jurisdictions where goods or services are used or consumed. Pillar Two consists of two interrelated rules referred to as Global Anti-Base Erosion Rules, which operate to impose a minimum tax rate of 15% calculated on a jurisdictional basis. In October 2021, more than 130 countries tentatively signed on to a framework that imposes a minimum tax rate of 15%, among other provisions. The framework calls for law enactment by OECD and G20 members in 2022 to take effect in 2023 and 2024. Qualifying international shipping income is exempt from many aspects of this framework if the exemption requirements are met. On December 20, 2021, the OECD published model rules to implement the Pillar Two Rules, which are generally consistent with agreement reached by the framework in October 2021. On December 12, 2022, the European Union member states agreed to implement the OECD’s Pillar Two Rules, which generally would go into effect in 2024. Legislatures of certain member states within the European Union, as well as legislatures of multiple countries outside of the European Union, in which we (or one of our “constituent entities,” as determined consistent with the Pillar Two framework) operate have drafted or enacted legislation to implement the OECD’s minimum tax proposal, including the countries of Singapore, Canada, the United Kingdom, Australia, the Netherlands, and Norway. The government of Bermuda has responded to the Pillar Two framework by passing the Bermuda Tax Act, on December 27, 2023, to introduce a corporate income tax on certain Bermuda entities with effect from January 1, 2025. Redomiciliation to Bermuda would result in our being subject to Bermuda corporate income tax, which may result in a tax being applied to our taxable profits, depending on the nature of such profits and/or income. The application and implementation of the Pillar Two Rules continue to evolve and may result in additional tax imposed on us or our subsidiaries and increase the cost of operating in certain countries. Any future changes to Bermuda tax laws as a response to the implementation of the Pillar Two Rules in other countries could also increase our cost of operating in Bermuda. We continue to evaluate the impact of these rules and are currently evaluating a variety of mitigating actions to reduce the potential impact.

In addition, changes in our operations or ownership could result in additional tax being imposed on us or on our subsidiaries in jurisdictions in which operations are conducted. For example, changes in the ownership of our stock may cause us to be unable to claim an exemption from U.S. federal income tax under Section 883 of the Code. If we were not exempt from tax under Section 883 of the Code, we would be subject to U.S. federal income tax on income we earn from voyages into or out of the U.S., the amount of which is not within our complete control. In addition, we may rely on an exemption to be deemed non-resident in Canada for Canadian tax purposes under subsection 250(6) of the Canada Income Tax Act for (i) corporations whose principal business is international shipping and that derive all or substantially all of their revenue from international shipping, and (ii) corporations that are holding companies that have over half of the cost base of their investments in eligible international shipping subsidiaries and receive substantially all of their revenue as

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dividends from those eligible international shipping subsidiaries are exempt under subsection 250(6). If we were to cease to qualify for the subsection 250(6) exemption, we could be subject to Canadian income tax and also Canadian withholding tax on outbound distributions, which could have an adverse effect on our operating results. In addition, to the extent Teekay Tankers was to distribute dividends as a corporation determined to be resident in Canada, shareholders who are not resident in Canada for purposes of the Canada Income Tax Act would generally be subject to Canadian withholding tax in respect of such dividends paid by Teekay Tankers.

Typically, most of our time-charter and spot voyage charter contracts require the charterer to reimburse us for a certain period of time in respect of taxes incurred as a consequence of the voyage activities of our vessels while performing under the relevant charter. However, our rights to reimbursement under charter contracts may not survive for as long as the applicable tax statutes of limitations in the jurisdictions in which we operate. As such, we may not be able to obtain reimbursement from our charterers where any applicable taxes that are not paid before the contractual claim period has expired.

U.S. tax authorities could treat us as a “passive foreign investment company” (or PFIC), which could have adverse U.S. federal income tax consequences to our U.S. shareholders and other adverse consequences to us and all of our shareholders.

A non-U.S. entity treated as a corporation for U.S. federal income tax purposes will be treated as a PFIC for such purposes in any tax year in which, after taking into account the income and assets of the corporation and, pursuant to a “look-through” rule, any other corporation or partnership in which the corporation directly or indirectly owns at least 25% of the stock or equity interests (by value) and any partnership in which the corporation directly or indirectly owns less than 25% of the equity interests (by value) to the extent the corporation satisfies an “active partner” test and does not elect out of “look through” treatment, either (i) at least 75% of its gross income consists of “passive income,” (or the PFIC income test) or (ii) at least 50% of the average value of the entity’s assets is attributable to assets that produce or are held for the production of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties (other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business). By contrast, income derived from the performance of services does not constitute “passive income.”

With respect to the PFIC income test, there are legal uncertainties involved in determining whether the income derived from our and our look-through subsidiaries’ time-chartering activities constitutes rental income or income derived from the performance of services, including the decision in Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), which held that income derived from certain time-chartering activities should be treated as rental income rather than services income for purposes of a foreign sales corporation provision of the Internal Revenue Code of 1986, as amended (or the Code). However, the Internal Revenue Service (or the IRS) stated in an Action on Decision (AOD 2010-01) that it disagrees with, and will not acquiesce to, the way that the rental versus services framework was applied to the facts in the Tidewater decision, and in its discussion stated that the time charters at issue in Tidewater would be treated as producing services income for PFIC purposes. The IRS’s statement with respect to Tidewater cannot be relied upon or otherwise cited as precedent by taxpayers. Consequently, in the absence of any binding legal authority specifically relating to the statutory provisions governing PFICs, there can be no assurance that the IRS or a court would not follow the Tidewater decision in interpreting the PFIC provisions of the Code. Nevertheless, based on our and our look-through subsidiaries’ current assets and operations, we intend to take the position that we are not now and have never been a PFIC. No assurance can be given, however, that this position would be sustained by a court if contested by the IRS, or that we would not constitute a PFIC for the 2024 tax year or any future tax year if there were to be changes in our and our look-through subsidiaries’ assets, income or operations.

If we or the IRS were to determine that we are or have been a PFIC for any tax year during which a U.S. Holder (as defined below under the section entitled “Material United States Federal Income Taxation”) held our stock, such U.S. Holder would face adverse U.S. federal income tax consequences. For a more comprehensive

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discussion regarding the tax consequences to U.S. Holders if we are treated as a PFIC, please read “Item 4E – Taxation of the Company” and “Item 10 – Additional Information – Material United States Federal Income Tax Considerations” incorporated by reference here from our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission on March 15, 2024.

The market for Class A Common Shares of Teekay Tankers (Bermuda) may differ from the market for shares of Class A Common Stock of Teekay Tankers (Marshall Islands).

Following the Redomiciliation, we expect that the Class A Common Shares of Teekay Tankers (Bermuda) will continue to be listed on the NYSE under the symbol “TNK”, the same trading symbol as the shares of Class A Common Stock of Teekay Tankers (Marshall Islands). The market price, trading volume or volatility of Teekay Tankers (Bermuda)’s Class A Common Shares could be different from the market price, trading volume or volatility of the same class of Teekay Tankers (Marshall Islands) shares.

The enforcement of civil liabilities against Teekay Tankers (Bermuda) may be different.

Teekay Tankers (Bermuda) will be a Bermuda company. We have been advised by our special Bermuda counsel, Conyers Dill & Pearman Limited (Conyers), that a judgment for the payment of money rendered by a court in the U.S. based on civil liability would not be automatically enforceable in Bermuda. Teekay Tankers (Bermuda) has also been advised by Conyers that with respect to a final and conclusive judgment obtained in a court of competent jurisdiction in the U.S. under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes, or other charges of a like nature or in respect of a fine or other penalty), a Bermuda court would be expected to enforce a judgment based thereon, provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of Bermuda, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of Bermuda, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda and (f) there is due compliance with the correct procedures under the laws of Bermuda. As a result, it may be difficult for a shareholder to effect service of process within the U.S. or to enforce judgments obtained against Teekay Tankers (Bermuda) in U.S. courts. Teekay Tankers (Bermuda) will irrevocably agree that it may be served with process with respect to actions based on public offers and sales of securities made in the U.S. by appointing a U.S. agent of Teekay Tankers (Bermuda’s) for that purpose. A Bermuda court may impose civil liability on Teekay Tankers (Bermuda) or its directors or officers in a suit brought in the Supreme Court of Bermuda against Teekay Tankers (Bermuda) or such persons with respect to a violation of U.S. federal securities laws, provided that the facts surrounding such violation would constitute or give rise to a cause of action under Bermuda law.

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THE SPECIAL MEETING OF SHAREHOLDERS

This section contains information for our shareholders about the Special Meeting that we have called to allow our shareholders to consider and approve the Constitutive Documents Proposal and the Adjournment Proposal. Together with this proxy statement/prospectus, we are sending a notice of the Special Meeting and a form of proxy that the Board is soliciting for use at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on    , 2024, at    , local time, at    , unless adjourned or postponed to a later date.

Matters to be Considered

At the Special Meeting, our shareholders will be asked to consider and vote upon the Constitutive Documents Proposal, which is a proposal to approve the adoption by us of the Memorandum of Continuance and the Bermuda Bye-laws, in each case governed by the laws of Bermuda and attached to this proxy statement/prospectus as Appendix A and Appendix B, respectively, in place of the Articles of Incorporation and Marshall Islands Bylaws.

If approved by the Teekay Tankers shareholders, the changes to our constitutive documents contemplated by the Constitutive Documents Proposal will become effective upon the effectiveness of the Redomiciliation. The Redomiciliation will become effective upon the issuance of the certificate of continuance by the Registrar of Companies in Bermuda, and is subject to the satisfaction of any other conditions that may be required. Even if our shareholders approve the Constitutive Documents Proposal, our Board may elect to abandon the Redomiciliation in its sole discretion at any time. Please see “Redomiciliation.”

Our shareholders will also be asked to consider and vote to approve the Adjournment Proposal, which is a proposal to adjourn the Special Meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the Constitutive Documents Proposal.

Proxies

If you are a Teekay Tankers shareholder of record (that is, you own shares registered in your own name) on the Record Date, you may attend the Special Meeting and vote in person, or you may vote by proxy. You may vote by proxy by completing and returning the proxy card accompanying this proxy statement/prospectus or by telephone or through the Internet by following the instructions described on your proxy card. If your shares are held through a bank, broker, trustee or other nominee (that is, if your shares are held beneficially in “street name”), you will receive separate voting instructions from your bank, broker, trustee or other nominee with your proxy materials. Although most banks, brokers, trustees and other nominees offer telephone and Internet voting, availability and specific processes will depend on their voting arrangements. If you are a shareholder of record, you can revoke a proxy at any time before the vote is taken at the Special Meeting by submitting a properly executed proxy of a later date by mail, telephone or Internet, or by attending the Special Meeting and voting in person. If you have instructed a bank, broker, trustee or other nominee to vote your shares, you must follow the directions you receive from your bank, broker, trustee or other nominee in order to change or revoke your vote. Communications about revoking Teekay Tankers proxies should be addressed to:

Corporate Secretary

Teekay Tankers Ltd.

4^th Floor, Belvedere Building

69 Pitts Bay Road

Hamilton, HM 08

Bermuda

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If your shares are held beneficially in street name, you should follow the instructions of your bank, broker, trustee or other nominee regarding voting and the revocation of proxies.

All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with the instructions on the proxy card. If you sign your proxy card or voting instruction card without giving specific instructions, your shares will be voted “FOR” the approval of the Constitutive Documents Proposal and the Adjournment Proposal.

Record Date

The Board has fixed the close of business on     , 2024 as the Record Date for determining our shareholders entitled to receive notice of and to vote at the Special Meeting.

Vote Required; Shares Entitled to Vote

Approval of the Constitutive Documents Proposal requires the affirmative “FOR” vote of the holders of a majority of the outstanding voting power of Class A Common Stock and Class B Common Stock, voting together as a single class. Accordingly, a Teekay Tankers shareholder’s failure to submit a proxy card or to vote in person at the Special Meeting, an abstention from voting, or the failure of a Teekay Tankers shareholder who holds his, her or its shares in “street name” through a broker or other nominee to give voting instructions to the broker or other nominee, will have the same effect as a vote “AGAINST” the Constitutive Documents Proposal.

Approval of the Adjournment Proposal requires the affirmative “FOR” vote of a majority of votes cast by the holders of our Class A and Class B Common Stock entitled to vote on the Adjournment Proposal and represented in person or by proxy at the Special Meeting. Accordingly, shares present but not voted, abstentions, broker non-votes and shares not in attendance at the Special Meeting will have no effect on the outcome of any vote on the Adjournment Proposal.

Holders of shares of our Class A Common Stock may cast one vote at the Special Meeting for each share of Class A Common Stock that was owned at the close of business on the Record Date. Pursuant to our Articles of Incorporation, holders of Class B Common Stock are generally entitled to five votes per share, provided that the voting power of the Class B Common Stock is limited such that the aggregate voting power of all shares of outstanding Class B Common Stock can at no time exceed 49% of the voting power of outstanding Class A Common Stock and Class B Common Stock, voting together as a single class. Based on the     shares of Class A Common Stock and 4,625,997 shares Class B Common Stock outstanding as of the Record Date, the outstanding shares of Class B Common Stock will be entitled to such votes representing    % of the voting power of all such shares of Class A and Class B Common Stock entitled to vote at the Special Meeting.

The Board urges our shareholders to complete, date and sign the accompanying proxy card and return it promptly in the enclosed postage paid envelope, or to vote by telephone or through the Internet.

Quorum; Broker Non-Votes

A quorum comprised of holders of a majority of the total voting power of all shares of Class A Common Stock and Class B Common Stock entitled to vote at the Special Meeting must be present in person or represented by proxy at the Special Meeting. In the absence of a quorum, the holders of a majority of the total voting power of all voting stock, represented in person or by proxy, will have the power to adjourn the Special Meeting.

Holders of Class A Common Stock and Class B Common Stock present in person at the Special Meeting but not voting, and shares of Class A Common Stock and Class B Common Stock for which we have received

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proxies indicating that their holders have abstained, will be counted as present at the Special Meeting for purposes of determining whether a quorum is established. Broker non-votes, if any, will be counted for purposes of determining whether a quorum exists at the Special Meeting.

Under the rules that govern brokers who have record ownership of shares that are held in “street name” for their clients, who are the beneficial owners of the shares, brokers have discretion to vote these shares on routine matters but not on non-routine matters. Neither the approval of the Constitutive Documents Proposal nor the Adjournment Proposal will be considered a routine matter. Accordingly, brokers will not have discretionary voting authority to vote your Teekay Tankers shares of Class A Common Stock on the Constitutive Documents Proposal or the Adjournment Proposal. A broker non-vote occurs when brokers do not have discretionary voting authority and have not received instructions from the beneficial owners of the shares on a particular non-routine matter. A broker will not be permitted to vote on the proposal to approve the Constitutive Documents Proposal or the Adjournment Proposal without instruction from the beneficial owner of the shares of Class A Common Stock held by that broker. As a result, shares of Class A Common Stock beneficially owned that have been designated on proxy cards by the broker, bank or nominee as not voted on the proposal to approve the Constitutive Documents Proposal (broker non-vote) will have the same effect as a vote “AGAINST” the proposal to approve the Constitutive Documents Proposal. Broker non-votes will have no effect, however, on the proposal to approve the Adjournment Proposal. If you hold shares of Class A Common Stock through a broker, bank or other organization with custody of your shares, please follow the voting instructions you receive from that organization.

Voting of Shares Owned by Affiliates, Directors and Officers

As of the Record Date, Teekay Corporation controls approximately % of the total voting power of Teekay Tankers (through its ownership of shares of our Class A and B Common Stock). In addition, the current directors and executive officers of Teekay Tankers and Teekay Corporation and their affiliates owned (directly or indirectly) and had the right to vote an additional approximately    % of the Class A Common Stock entitled to be voted at the Special Meeting, which represents approximately    % of the total voting power of Teekay Tankers. As of the date of this proxy statement/prospectus, we expect that our and Teekay Corporation’s directors and executive officers, and each of their respective affiliates, will vote any shares held by them “FOR” the authorization and approval of the Constitutive Documents Proposal and the Adjournment Proposal.

Voting by Telephone or Through the Internet

Our shareholders may have the option to submit their proxies or voting instructions by telephone or electronically through the Internet instead of submitting proxies by mail on the enclosed proxy card. You should check your proxy card or the voting instruction form forwarded by your broker, bank, trustee or other nominee of record to see which options are available.

Our shareholders of record may submit proxies:

Please note that although there is no charge to you for voting by telephone or electronically through the Internet, there may be costs associated with electronic access such as usage charges for Internet service providers and telephone companies. We do not cover these costs; they are solely your responsibility.

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Delivery of Proxy Materials

To reduce the expenses of delivering duplicate proxy materials to our shareholders, we are relying upon SEC rules that permit us to deliver only one proxy statement/prospectus to multiple shareholders who share an address unless we receive contrary instructions from any shareholder at that address. If you share an address with another Teekay Tankers shareholder and have received only one proxy statement/prospectus, you may contact us as specified below to request a separate copy of this document and we will promptly send a separate copy to you at no cost to you:

MACKENZIE PARTNERS, INC.

1407 Broadway

New York, NY 10018

Call Toll-Free: (800) 322-2885

Email: proxy@mackenziepartners.com

Recommendation of the Board

The Board has unanimously determined that the Redomiciliation is in the best interests of Teekay Tankers and the shareholders of Teekay Tankers, and has unanimously approved the Redomiciliation and the transactions contemplated thereby (including, among others, the adoption, upon effectiveness of the Redomiciliation, of the Memorandum of Continuance and the Bermuda Bye-laws in place of the Articles of Incorporation and Marshall Islands Bylaws). The Board unanimously recommends that shareholders vote “FOR” the approval of the Constitutive Documents Proposal and “FOR” the approval of the Adjournment Proposal.

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PROPOSALS TO BE VOTED ON AT SPECIAL MEETING OF SHAREHOLDERS

PROPOSAL NO. 1

THE CONSTITUTIVE DOCUMENTS PROPOSAL

Description

As discussed in this proxy statement/prospectus, our shareholders are being asked to consider and vote on the Constitutive Documents Proposal to adopt the Memorandum of Continuance and the Bermuda Bye-laws, in each case governed by the laws of Bermuda and attached to this proxy statement/prospectus as Appendix A and Appendix B, respectively, in place of Teekay Tankers’ Amended and Restated Articles of Incorporation, as amended, and the Amended and Restated Bylaws.

We are asking you, as a Teekay Tankers shareholder, to authorize the holder of any proxy solicited by the Board to vote in favor of the Constitutive Documents Proposal.

If approved by the Teekay Tankers shareholders, the changes to our constitutive documents contemplated by the Constitutive Documents Proposal will become effective upon the effectiveness of the Redomiciliation. The Redomiciliation will become effective upon the issuance of the certificate of continuance by the Registrar of Companies in Bermuda, and is subject to the satisfaction of any other conditions that may be required. Even if our shareholders approve the Constitutive Documents Proposal, our Board may elect to abandon the Redomiciliation in its sole discretion at any time. Please see “Redomiciliation.”

Vote Required for Approval

Approval of the Constitutive Documents Proposal requires the affirmative “FOR” vote of the holders of a majority of the outstanding voting power of Class A Common Stock and Class B Common Stock, voting together as a single class. Abstentions and broker non-votes will have the same effect as voting “AGAINST” the Constitutive Documents Proposal because the required vote is based on the number of shares outstanding rather than the number of votes cast.

The Board recommends a vote “FOR” the Constitutive Documents Proposal.

PROPOSAL NO. 2

THE ADJOURNMENT PROPOSAL

Description

The Adjournment Proposal will allow us to adjourn the Special Meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the Constitutive Documents Proposal.

We are asking you, as a Teekay Tankers shareholder, to authorize the holder of any proxy solicited by the Board to vote in favor of the Adjournment Proposal.

Required Vote

Approval of the Adjournment Proposal requires the affirmative vote of a majority of votes cast by the holders of our Class A and Class B Common Stock entitled to vote on the Adjournment Proposal and represented in person or by proxy at the Special Meeting. Shares present but not voted at the Special Meeting, abstentions, broker non-votes and shares not in attendance at the Special Meeting will have no effect on the outcome of any vote on the Adjournment Proposal.

To the extent it is needed, the Board recommends a vote “FOR” the Adjournment Proposal.

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THE REDOMICILIATION

General

Subject to shareholder approval of the Constitutive Documents Proposal at the Special Meeting as set forth in this proxy statement/prospectus, we plan to effectuate the Redomiciliation in Bermuda by filing an application with the Registrar of Companies in Bermuda that includes the following: (a) the original signed Memorandum of Continuance of Teekay Tankers, (b) notice of the address of the registered office in Bermuda of Teekay Tankers, (c) a copy of the legal opinion of our Marshall Islands counsel addressed to the Bermuda Monetary Authority, (d) financial statements of Teekay Tankers, (e) a copy of the consent of the Bermuda Monetary Authority, (f) any applicable fees and (g) such additional documents as the Registrar of Companies may require. For a more detailed description of steps involved in effecting the Redomiciliation, please see “—Certain Redomiciliation Filings and Actions” below.

Upon the issuance of a certificate of continuance by the Registrar of Companies in Bermuda, we will be, under Bermuda law, domesticated from the Marshall Islands and will continue as a Bermuda exempted company, subject to the Bermuda Companies Act and other laws of Bermuda, retaining our existing name “Teekay Tankers Ltd.” Under Bermuda law, the Redomiciliation into Bermuda is deemed effective upon the registration of the Memorandum of Continuance and the issuance of a certificate of continuance by the Registrar of Companies in Bermuda. Upon effectiveness of the Redomiciliation in Bermuda, we will file a certificate of transfer with the Registrar of Corporations in the Marshall Islands, which will deem the Redomiciliation effective as of such date.

In connection with the Redomiciliation, Teekay Tankers seeks shareholder approval of the Memorandum of Continuance and the Bermuda Bye-laws; we are not seeking approval of the Redomiciliation. Subject to the approval of the Constitutive Documents Proposal by the shareholders at the Special Meeting, upon the effectiveness of the Redomiciliation the Memorandum of Continuance and the Bermuda Bye-laws will be the constitutive documents of Teekay Tankers (Bermuda).

Background and Benefits of the Redomiciliation

Various governments and organizations such as the European Union and OECD are increasingly focused on tax reform and other legislative or regulatory action to increase tax revenue. In January 2019, the OECD announced further work in continuation of its Base Erosion and Profit Shifting project, focusing on two “pillars.” Pillar One provides a framework for the reallocation of certain residual profits of multinational enterprises to market jurisdictions where goods or services are used or consumed. Pillar Two consists of two interrelated rules referred to as Global Anti-Base Erosion Rules, which operate to impose a minimum tax rate of 15% calculated on a jurisdictional basis but provide an exemption from Pillar Two taxation for international shipping income and qualified ancillary international shipping income. In October 2021, more than 130 countries tentatively signed on to a framework that imposes a minimum tax rate of 15%, among other provisions. The framework calls for law enactment by OECD and G20 members in 2022 to take effect in 2023 and 2024. On December 20, 2021, the OECD published model rules to implement the Pillar Two Rules, which are generally consistent with the agreement reached by the framework in October 2021. On December 12, 2022, the European Union member states agreed to implement the Pillar Two Rules, which generally would go into effect in 2024. Legislatures of certain member states within the European Union, as well as legislatures of multiple countries outside of the European Union, in which we (or one of our “constituent entities,” as determined consistent with the Pillar Two framework) operate have drafted or enacted legislation to implement the Pillar Two Rules, including the countries of Singapore, Canada, the United Kingdom, Australia, the Netherlands, and Norway. The Pillar Two Rules ensure that we will be subject to a minimum of 15% tax on our income ineligible for the international shipping exemption.

Bermuda responded to the Pillar Two framework by enacting the Bermuda Tax Act on December 27, 2023, which will apply a 15% income tax on Bermuda companies within a “Multinational Enterprise Group” with

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consolidated annual revenue of €750M or more in two of the four previous fiscal years. The Bermuda Tax Act results in the imposition of a 15% Bermuda corporate income tax effective for fiscal years beginning on or after 1 January 2025. Under the Bermuda Tax Act, an entity is considered a “Bermuda Tax Resident Entity” if the entity is incorporated, formed or organized in Bermuda, unless the entity is tax resident in another jurisdiction under the laws of that jurisdiction based on its location of management and control. As such, our Board believes that a change in incorporation from the Marshall Islands to Bermuda so that we will be tax resident in Bermuda in accordance with the Bermuda Tax Act is in line with our existing and historical governance practice of having our central management and control located in Bermuda. We have existing ties to Bermuda, where we have our principal executive office and corporate officers and where certain of our subsidiaries are either organized or registered. The Redomiciliation is also expected to result in legal, administrative, and other similar efficiencies as we would be subject only to Bermuda corporate law and economic substance requirements of Bermuda following the Redomiciliation, and would no longer be subject to the relevant law and requirements in both the Marshall Islands and Bermuda. We believe that we and our subsidiaries are compliant with the Bermuda economic substance requirements and will continue to be compliant following the Redomiciliation with our existing level of substance in Bermuda. We currently file economic substance declarations in both the Marshall Islands and Bermuda. Without our redomiciliation to Bermuda, the definition of residency in the Bermuda Tax Act creates a risk that we can no longer rely on our substance in Bermuda in order to meet the Marshall Islands’ economic substance requirements. Failure to comply with the Marshall Islands’ economic substance laws could result in fines or other penalties, increased monitoring and audits, and the dissolution of the non-compliant entity which could also have an adverse effect on our business, financial condition, or operating results.

Our management team and Board considered other possible new jurisdictions for Teekay Tankers’ domicile and concluded that a Bermuda domicile would best serve Teekay Tankers’ goals and interests. We reached this conclusion, in part, based on (a) our existing ties to Bermuda, which are described above and which we believe will reduce disruption from the Redomiciliation to our existing operations and (b) our belief that we and our subsidiaries are compliant with the Bermuda economic substance requirements and will continue to be compliant following the Redomiciliation with our existing level of substance in Bermuda.

In addition to the Redomiciliation of Teekay Tankers from the Marshall Islands to Bermuda, Teekay Corporation likewise proposes transferring its domicile from the Marshall Islands and continuing as an exempt company in Bermuda. Effectiveness of the Teekay Tankers Redomiciliation is not conditioned upon effectiveness of the proposed Teekay Corporation redomiciliation. Even if our shareholders approve the Constitutive Documents Proposal, our Board may elect to abandon the Redomiciliation in its sole discretion at any time.

As a matter of Bermuda law, the Redomiciliation provisions do not operate: (a) to create a new legal entity; (b) to prejudice or affect the identity or continuity of Teekay Tankers as previously constituted (other than as a result of differences between Marshall Islands and Bermuda law and related changes to our constitutive documents); (c) to affect the property of Teekay Tankers; (d) to affect any appointment made, resolution passed or any other act or thing done in relation to Teekay Tankers pursuant to a power conferred by the constitutive documents of Teekay Tankers (Marshall Islands) or by the laws of the jurisdiction under which Teekay Tankers was previously incorporated, registered or existing; (e) to render defective any legal proceedings by or against Teekay Tankers; and any legal proceedings that could have been continued or commenced by or against Teekay Tankers before the Redomiciliation under applicable law may, notwithstanding the Redomiciliation, be continued or commenced by or against Teekay Tankers after the Redomiciliation. Under the MIBCA, the transfer of domicile of Teekay Tankers (Marshall Islands) out of the Republic of the Marshall Islands shall not affect any obligations or liabilities of Teekay Tankers (Bermuda) incurred prior to such transfer, nor affect the choice of law applicable to obligations or rights prior to such transfer, nor adversely affect the rights of creditors or shareholders of the corporation existing immediately prior to such transfer.

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Shareholder Rights

The Redomiciliation will change our jurisdiction of incorporation from the Marshall Islands to Bermuda and, as a result, our constitutive documents will change and will be governed by Bermuda rather than Marshall Islands law. There are some differences between the corporate law of the Marshall Islands and that of Bermuda. There are also some differences between the Memorandum of Continuance and the Bermuda Bye-laws and our Articles of Incorporation and Marshall Islands Bylaws. We describe these changes in more detail under “Description of Share Capital of Teekay Tankers (Bermuda)—Comparison of Shareholder Rights.” However, the rights of shareholders under the new Memorandum of Continuance and the Bermuda Bye-laws will be substantially the same as under our Articles of Incorporation and Marshall Islands Bylaws, subject to changes required to conform to the Bermuda Companies Act. We do not believe that the powers, preferences or special rights of any class of shares will be adversely affected by the Redomiciliation nor do we believe that the Memorandum of Continuance and Bermuda Bye-laws exclude or limit the right of a holder to vote on any matter. Our name, business, assets and liabilities on a consolidated basis, as well as our Board, executive officers, share capital, principal business location and fiscal year, will be the same immediately following effectiveness of the Redomiciliation as they are immediately prior to the Redomiciliation.

The Memorandum of Continuance and the Bermuda Bye-laws are attached as Appendix A and Appendix B, respectively, to this proxy statement/prospectus.

No Change in Management or Our Board of Directors

Our executive officers and Board will remain the same upon effectiveness of the Redomiciliation. Our current executive officers are Kenneth Hvid (President and Chief Executive Officer) and Brody Speers (Chief Financial Officer). Our current Board is comprised of Chair Kenneth Hvid and other directors Peter Antturi, Sai W. Chu, Richard T. du Moulin and David Schellenberg.

In addition, the composition of the Audit Committee, the Conflicts Committee and the Nominating and Corporate Governance Committee of our Board will not change upon effectiveness of the Redomiciliation.

Interests of Certain Directors, Executive Officers and Major Shareholders in the Redomiciliation

As of the Record Date, Teekay Corporation owns, indirectly, 4,625,997 shares of Teekay Tankers’ Class B Common Stock and    shares of Teekay Tankers’ Class A Common Stock, representing an aggregate    % ownership interest in Teekay Tankers and    % of the aggregate voting power of Teekay Tankers’ outstanding shares of Class A and Class B Common Stock. Please see “Management—Share Ownership” for more information.

Teekay Tankers Class B Common Stock has five votes per share, subject to a 49% aggregate Class B Common Stock voting power maximum, while Teekay Tankers Class A Common Stock has one vote per share. Except as otherwise provided by the MIBCA, holders of shares of Class A and Class B Common Stock vote together as a single class on all matters submitted to a vote of shareholders. Teekay Corporation currently controls all of the outstanding Class B Common Stock and holds additional shares of Class A Common Stock. Because of Teekay Tankers’ dual-class structure, Teekay Corporation may continue to control all matters submitted to Teekay Tankers’ shareholders for approval even if it and its affiliates own significantly less than 50% of the shares of Teekay Tankers’ outstanding common stock.

As of the Record Date, the current directors and executive officers of Teekay Tankers and Teekay Corporation and their affiliates owned (directly or indirectly) and had the right to vote an additional approximately    % of the Class A Common Stock entitled to be voted at the Special Meeting, which represents approximately    % of the total voting power of Teekay Tankers.

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Redomiciliation Share Conversion

On the effective date of the Redomiciliation, all of the shares of Teekay Tankers (Marshall Islands) Class A Common Stock, Class B Common Stock and preferred stock will automatically convert by operation of law into shares of the same class of Teekay Tankers (Bermuda) on a one-for-one basis. The number of Class A Common Shares and Class B Common Shares of Teekay Tankers (Bermuda) issued and outstanding immediately after the Redomiciliation will be the same as the number of shares of Class A Common Stock and Class B Common Stock of Teekay Tankers (Marshall Islands) issued and outstanding immediately prior to the Redomiciliation. Neither the number of authorized shares nor the par value per share is changing as part of the Redomiciliation.

Teekay Tankers (Bermuda) will not issue new share certificates to Teekay Tankers (Bermuda) shareholders who currently hold any Teekay Tankers (Marshall Islands) share certificates. A shareholder who currently holds any Teekay Tankers (Marshall Islands) share certificates will receive a new share certificate only upon any future transaction in Teekay Tankers (Bermuda) shares that requires the transfer agent to issue new share certificates in exchange for existing share certificates. It is not necessary for shareholders of Teekay Tankers (Marshall Islands) to exchange their existing share certificates for share certificates of Teekay Tankers (Bermuda). Until surrendered and exchanged, each certificate evidencing shares of Teekay Tankers (Marshall Islands) Class A Common Stock will be deemed for all purposes of the Company to evidence the identical number of Teekay Tankers (Bermuda) Class A Common Shares. Holders of uncertificated shares of Teekay Tankers (Marshall Islands) Class A Common Stock immediately prior to the Redomiciliation will continue as holders of uncertificated shares of Teekay Tankers (Bermuda) Class A Common Shares upon effectiveness of the Redomiciliation.

Stock Exchange Listing

We expect that Teekay Tankers (Bermuda)’s Class A Common Shares will continue to be listed on the New York Stock Exchange (NYSE) under the same ticker symbol under which the shares of Teekay Tankers (Marshall Islands) Class A Common Stock are currently traded, and that such shares will begin trading on the NYSE on or promptly following the effective date of the Redomiciliation.

Required Vote; Board Recommendation

Approval of the Constitutive Documents Proposal requires the affirmative “FOR” vote of the holders of a majority of the outstanding voting power of Class A Common Stock and Class B Common Stock, voting together as a single class. Abstentions and broker non-votes will have the same effect as voting “AGAINST” the Constitutive Documents Proposal because the required vote is based on the number of shares outstanding rather than the number of votes cast. Please see “The Special Meeting—Vote Required; Shares Entitled to Vote.”

Our Board unanimously recommends that our shareholders vote “FOR” the Constitutive Documents Proposal and the Adjournment Proposal (i.e., to adjournment of the Special Meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the Constitutive Documents Proposal).

No Dissenters’ Rights of Appraisal in the Redomiciliation

Under Marshall Islands law and our Articles of Incorporation and Marshall Islands Bylaws, our shareholders do not have statutory dissenters’ rights of appraisal or any other appraisal rights of their shares as a result of the Redomiciliation.

Regulatory Matters

We are not aware of any other governmental approvals or actions that are required to complete the Redomiciliation other than compliance with U.S. federal and state securities laws (e.g. effectiveness under the U.S. Securities Act of the registration statement of which this proxy statement/prospectus is a part) and Marshall Islands and Bermuda corporate law.

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Certain Redomiciliation Filings and Actions

The Redomiciliation will change the jurisdiction of incorporation of Teekay Tankers from the Marshall Islands to Bermuda and will include, among others, the following filings and actions:

Material Tax Consequences of the Redomiciliation

In the opinion of Watson Farley & Williams LLP, our Marshall Islands counsel, and Conyers Dill & Pearman Limited, our special Bermuda counsel, at the time of the Redomiciliation we will not, and our non-Marshall Islands citizen or resident shareholders will not, be subject to taxation in the Marshall Islands or Bermuda in respect of our domestication from the Marshall Islands and our continuance into Bermuda as an exempted company upon the Redomiciliation. However, the provisions of the Bermuda Tax Act shall apply on the assessment of our income, which may result in tax being applied to taxable profits, depending on the nature of such profits and/or income. Under the current Bermuda tax law, there are no withholding taxes payable in Bermuda on dividends distributed by us to our shareholders. For a more detailed discussion, please see “Material Non-United States Income Taxation.” In the opinion of Perkins Coie LLP, our U.S. counsel, the Redomiciliation will constitute a tax-free “reorganization” within the meaning of Section 368(a)(1)(F) of the Code for purposes of U.S. federal income tax matters and, accordingly, neither we nor U.S. Holders will recognize taxable gain or loss as a result of the Redomiciliation for U.S. federal income tax purposes. Please see “Material United States Federal Income Taxation—U.S. Federal Income Tax Considerations of the Redomiciliation.”

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BUSINESS

History and Development of the Company

We are an international provider of marine transportation to global oil industries. We were formed as a Marshall Islands corporation in October 2007 by Teekay Corporation (NYSE: TK), a leading provider of international crude oil and other marine transportation services. We completed our initial public offering on December 18, 2007, with an initial fleet of nine Aframax oil tankers which were transferred to us by Teekay Corporation.

Our tanker fleet size has increased from nine owned Aframax tankers in 2007 to 43 owned tankers, eight in-chartered tankers and one jointly-owned Very Large Crude Carrier (or VLCC) tanker as of June 30, 2024. The capacity of our tanker fleet has risen from approximately 980,000 deadweight tonnes (or dwt) in 2007 to approximately 6,097,500 dwt as of June 30, 2024.

In July 2015, we acquired our STS transfer business, which provides full service lightering and lightering support, from a company jointly-owned by Teekay Corporation and a Norway-based marine transportation company, I.M. Skaugen SE. We currently in-charter two work boats to support our STS operations.

In May 2017, we completed the acquisition from Teekay Holdings Ltd., a wholly owned subsidiary of Teekay Corporation, of the remaining 50% interest in Teekay Tanker Operations Ltd. (or TTOL), which owns certain tanker commercial management and technical management operations.

In November 2017, we completed a merger with Tanker Investments Ltd. (or TIL) by acquiring all of the remaining 27.0 million issued and outstanding common shares of TIL, by way of a share-for-share exchange resulting in TIL becoming a wholly owned subsidiary. Upon completion of the merger, we acquired TIL’s fleet of ten Suezmax tankers and eight Aframax / LR2 tankers.

We sold one Aframax / LR2 tanker in the first quarter of 2024, one Aframax / LR2 tanker in 2023, one Suezmax tanker and three Aframax / LR tankers in 2022 and four Aframax / LR2 tankers in 2021. In May 2024, we entered into an agreement to sell one Aframax / LR2 tanker and one Suezmax tanker which are expected to be delivered to their buyers in the third or fourth quarters of 2024. In June 2024, we entered into an agreement to purchase one Aframax / LR2 tanker and took delivery of this vessel in July 2024.

We completed two sale-leaseback financing transactions in 2022 relating to nine Suezmax tankers and four Aframax / LR2 tankers, as well as two sale-leaseback financing transactions in 2021 relating to six Aframax / LR2 tankers and two Suezmax tankers. In 2023, we repurchased 19 tankers for a total cost of $364.3 million pursuant to repurchase options under related sale-leaseback arrangements. In March 2024, we completed the repurchase of eight Suezmax tankers for a total cost of $137.0 million, pursuant to repurchase options under related sale-leaseback arrangements. Currently, the eight vessels are unencumbered.

From time to time, we also charter-in vessels, typically from third parties as part of our chartering strategy. Most of our vessel acquisitions were financed by a combination of utilizing the net proceeds from public equity offerings or private placements, as well as raising new debt, the assumption of existing debt, drawing on our revolving credit facility, and using our available working capital.

We incorporated on October 17, 2007, under the laws of the Marshall Islands as Teekay Tankers Ltd. and maintain our principal executive office at 4^th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda. Our telephone number at such address is (441) 298-2530.

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The SEC maintains an internet site at www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our website is www.teekay.com/business/tankers. The information contained on our website is not part of this proxy statement/prospectus.

Business Overview

Our primary business is to own and operate crude oil and refined product tankers and we employ a chartering strategy that seeks to capture upside opportunities in the tanker spot market while using fixed-rate time charters and full service lightering contracts to reduce downside risks. In addition to our core business, we also provide STS support services, along with our tanker commercial management operations. We believe this improves our ability to manage the cyclicality of the tanker market through the less volatile cash flows generated by these operational areas. Historically, the tanker industry has experienced volatility in profitability due to changes in the supply of, and demand for, tanker capacity. Tanker supply and demand are each influenced by several factors beyond our control.

Teekay Corporation, which formed us in 2007, is a leading provider of international crude oil marine transportation and other marine services. We believe we benefit from Teekay Corporation’s expertise, relationships and reputation as we operate our fleet and pursue growth opportunities. We have acquired a portion of our current operating fleet from Teekay Corporation at various times since our inception, and we anticipate additional opportunities to expand our fleet through acquisitions of tankers from third parties.

Under the supervision of our executive officers and Board, our operations are conducted in part by our subsidiaries who receive services from Teekay Corporation’s subsidiary, Teekay Services Limited (our Manager), and its affiliates. In addition, our Manager provides various services to us under a long-term management agreement. We pay our Manager certain fees and reimbursements for its services.

Our Fleet

The following table summarizes our fleet as at June 30, 2024:

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The following table provides additional information about our owned Suezmax oil tankers as of June 30, 2024, all of which are Bahamian-flagged.

The following table provides additional information about our owned Aframax oil tankers as of June 30, 2024, all of which are Bahamian-flagged.

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The following table provides additional information about our owned LR2 product tankers as of June 30, 2024, all of which are Bahamian-flagged.

The following table provides additional information about our VLCC oil tanker, which is Hong Kong-flagged.

Please read “Note 7—Long-Term Debt” and “Note 8—Operating Leases and Obligations Related to Finance Leases” included in “Item 18—Financial Statements” included in our 2023 Annual Report for information with respect to major encumbrances against our vessels.

For more information about our business, please read “Item 4.B Information on the Company—Business Overview” of our 2023 Annual Report, in our Form 6-K for the three-month period ended March 31, 2024, which we furnished to the SEC on May 10, 2024 and in our Form 6-K for the six month period ended June 30, 2024 which we furnished to the SEC on August 2, 2024, each of which is incorporated by reference into this proxy statement/prospectus.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

We are incorporating by reference into this proxy statement/prospectus the (a) Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2023 and 2022 under “Item 5—Operating and Financial Review and Prospects—Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our 2023 Annual Report, (b) Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three months ended March 31, 2024 included in our Report on Form 6-K furnished to the SEC on May 10, 2024 and (c) Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2024 included in our Report on Form 6-K furnished to the SEC on August 2, 2024. These referenced sections should be read in conjunction with the other information in this proxy statement/prospectus and the other information incorporated by reference into this proxy statement/prospectus.

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QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The information set forth under “Item 11. Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Annual Report is incorporated by reference into this proxy statement/prospectus. The referenced section should be read in conjunction with the other information in this proxy statement/prospectus and the other information incorporated by reference into this proxy statement/prospectus.

MANAGEMENT

Directors, Senior Management and Employees

Our Board and executive officers oversee and supervise our operations. Subject to this oversight and supervision, certain of our operations are managed by our Manager.

Our President and Chief Executive Officer, Kenneth Hvid, and our Chief Financial Officer, Brody Speers, allocate their time between managing our business and affairs as such officers and the business and affairs of Teekay Corporation. Mr. Hvid is the President and Chief Executive Officer of Teekay Corporation, while Mr. Speers is the Chief Financial Officer of Teekay Corporation. The amount of time Mr. Hvid and Mr. Speers allocate between our business and the businesses of Teekay Corporation and other subsidiaries of Teekay Corporation may vary from time to time depending on the various circumstances and needs of the businesses.

Our officers and certain individuals providing services to us or our subsidiaries may face a conflict regarding the allocation of their time between our business and the other business interests of Teekay Corporation or its affiliates. We intend to seek to cause our officers to devote as much time to the management of our business and affairs as is necessary for the proper conduct thereof.

Please also see “Related Party Transactions.”

Directors and Executive Officers of Teekay Tankers Ltd.

The following table lists the directors and executive officers of Teekay Tankers and their ages as of August 7, 2024.

Certain biographical information about each of the individuals included in the table above is set forth below.

Peter Antturi joined the board of Teekay Tankers Ltd. in June 2021 and brings over 30 years of financial and operational experience in the shipping industry to this role. He has also served on the board of Teekay

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Corporation since 2019. Additionally, Mr. Antturi serves as an executive officer and director of Teekay Corporation’s largest shareholder, Resolute Investments, Ltd. (Resolute), as well as other subsidiaries and affiliates of Kattegat Limited, a parent company of Resolute. Mr. Antturi previously worked with Teekay from 1991 through 2005, serving as President of Teekay’s shuttle tanker division, as Senior Vice President, Chief Financial Officer and Controller.

Sai W. Chu joined the board of Teekay Tankers Ltd. in 2019 and currently serves as the Chair of its Audit Committee. Mr. Chu brings extensive financial experience to Teekay Tankers Ltd. with over 30 years of finance, operations and strategy experience primarily with public companies in shipping, specialty finance, utilities and technology. From 2007 to 2015, he served as Chief Financial Officer of Seaspan Corporation (NYSE: SSW), a containership lessor, and prior to that he served in various financial roles within its related companies. From 1994 to 2004, he held financial roles within other companies, including BC Gas Inc. (now Fortis Inc.). He is currently Chief Financial Officer of EarthDaily Analytics Corp., a vertically integrated software and analytics space company developing world-first technologies in data services, satellite processing, machine learning, and actionable insights. Mr. Chu is a member of the Advisory Board of Maritime Partners LLC, a Jones Act-focused leasing platform and also serves on the Compensation Committee and as Chair of its Audit Committee. Mr. Chu is a member of the Chartered Professional Accountants of Canada.

Richard T. du Moulin joined the board of Teekay Tankers Ltd. in 2007. Mr. du Moulin previously served as the President of Intrepid Shipping L.L.C. from its founding in 2002 until he retired from that position in 2022. From 1998 to 2002, Mr. du Moulin served as Chairman and Chief Executive Officer of Marine Transport Corporation. Mr. du Moulin is a member of the Board of Trustees and Chairman Emeritus of the Seamen’s Church Institute of New York and New Jersey. Mr. du Moulin currently serves as an advisor to Hudson Structured Capital Management, a private equity firm, and as Chairman of the board of Pangaea Logistics Solutions, Ltd., a dry bulk shipping company. He also served as Chairman of INTERTANKO, the leading trade organization for the tanker industry, from 1996 to 1999 and previously also served as a director of Globe Wireless L.L.C. and Tidewater, Inc.

Kenneth Hvid was appointed as President and Chief Executive Officer of Teekay Tankers Ltd. in 2024, joined the board of Teekay Tankers Ltd. in 2017 and was appointed as its Chair in 2019. Mr. Hvid joined the board of Teekay Corporation in 2019 and has served as its President and Chief Executive Officer since 2017. Mr. Hvid served as a director of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC) from September 2018 to January 2022, having previously served as a director from 2011 to 2015 and as its Chair since May 2019 until January 2022. He joined Teekay Corporation in 2000 and was promoted to Senior Vice President, Teekay Gas Services in 2004 and to President of the Teekay Navion Shuttle Tankers and Offshore division in 2006. He served as Teekay Corporation’s Chief Strategy Officer and Executive Vice President from 2011 to 2015. He also served as a director of Altera Infrastructure GP L.L.C. (formerly known as Teekay Offshore GP L.L.C.) from 2011 to June 2020, and as President and Chief Executive Officer of Teekay Offshore Group Ltd. from 2015 to 2016. Mr. Hvid has over 30 years of global shipping experience, 12 of which were spent with A.P. Moller in Copenhagen, San Francisco and Hong Kong. In 2007, Mr. Hvid joined the board of Gard P. & I. (Bermuda) Ltd.

David Schellenberg joined the board of Teekay Tankers Ltd. in 2019. Mr. Schellenberg joined the board of Teekay Corporation in 2017 and was appointed as its Chair in 2019. He is a member of the Audit Committees of both Teekay Tankers Ltd. and Teekay Corporation. Mr. Schellenberg also served as a director of Teekay GP L.L.C., the general partner of Teekay LNG Partners L.P. (now known as Seapeak LLC), from 2019 until January 2022. Mr. Schellenberg brings over 25 years of financial and operating leadership experience to these roles. He is currently a Managing Director and Principal with Highland West Capital, a private equity firm in Vancouver, Canada. Prior to that, Mr. Schellenberg was with specialty aviation and aerospace businesses, Conair Group and its subsidiary Cascade Aerospace, from 2000 to 2013, serving as President and Chief Executive Officer from 2007 to 2013. Mr. Schellenberg also acted as a Managing Director in the Corporate Office of the Jim Pattison

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Group, Canada’s second largest private company, from 1991 to 2000. Mr. Schellenberg is a member of the Young Presidents’ Organization, holds an MBA and is a Fellow of the Chartered Professional Accountants of Canada (FCPA, FCA).

Brody Speers was appointed as Chief Financial Officer of Teekay Tankers Ltd. and as Chief Financial Officer of Teekay Corporation in 2024. He joined Teekay Corporation in 2008 and was promoted to Director, Finance in 2013, Vice President, Finance in 2017 and Vice President, Finance and Treasurer in January 2022. Mr. Speers also served as Chief Financial Officer of Teekay Gas Group Ltd., a company that provided services to Teekay LNG Partners L.P. and its affiliates, in 2017 and 2018. Prior to joining Teekay, Mr. Speers worked as a Chartered Professional Accountant for an accounting firm in Vancouver, Canada. Mr. Speers is also a Chartered Business Valuator.

Compensation of Senior Management

Executive Compensation

As Kenneth Hvid and Brody Speers were each appointed as executive officers in 2024, Kenneth Hvid and Brody Speers did not receive any compensation in their capacity as executive officers of Teekay Tankers in the year ended December 31, 2023.

Board Practices

Our Board currently consists of five members as listed above under “—Directors and Executive Officers of Teekay Tankers Ltd.” Directors are appointed to serve for a one-year term and until their successors are appointed or until they resign or are removed.

There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.

The Board has determined that each of our directors, other than Kenneth Hvid, the President and Chief Executive Officer of Teekay Corporation, has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) and is independent within the meaning of our director independence standards, which reflect the NYSE director independence standards as currently in effect and as they may be changed from time to time.

The Board has adopted Corporate Governance Guidelines that address, among other things, director qualification standards, director functions and responsibilities, director access to management, director compensation and management succession. This document is available under “Investors—Teekay Tankers Ltd.—Governance” from the home page of our website at www.teekay.com.

The NYSE does not require a company like ours, which is a “foreign private issuer” and of which more than 50% of the voting power is held by another company, to have a majority of independent directors on the Board or to establish compensation or nominating/corporate governance committees composed of independent directors.

The Board has the following three committees: Audit Committee, Conflicts Committee, and Nominating and Corporate Governance Committee. The membership of these committees and the function of each of the committees are described below. Each of the committees is currently comprised of independent members and operates under a written charter adopted by the Board. All of the committee charters are available under “Investors—Teekay Tankers Ltd.—Governance” from the home page of our website at www.teekay.com. During 2023, the Board held six meetings and directors attended all Board meetings with the exception of one director who did not attend one meeting. The members of the Audit Committee, Conflicts Committee and Nominating and Corporate Governance Committee attended all meetings during 2023 with the exception of one committee member who did not attend two committee meetings.

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Our Audit Committee is composed entirely of directors who satisfy applicable NYSE and SEC audit committee independence standards. Our Audit Committee is currently comprised of Sai Chu (Chair), Richard du Moulin and David Schellenberg. All members of the committee are financially literate and the Board has determined that Mr. Chu qualifies as an audit committee financial expert.

The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of:

Our Conflicts Committee is composed entirely of directors who satisfy the heightened NYSE and SEC independence standards applicable to Audit Committee membership. The Conflicts Committee is comprised of Richard du Moulin (Chair) and Sai Chu. The Conflicts Committee:

The Board is not obligated to seek approval of the Conflicts Committee on any matter and may determine the resolution of any conflict of interest itself.

Our Nominating and Corporate Governance Committee is comprised entirely of directors who satisfy the general NYSE independence standards. Our Nominating and Corporate Governance Committee is comprised of Richard du Moulin (Chair), Peter Antturi and Sai Chu.

The Nominating and Corporate Governance Committee:

The Board’s Role in Oversight of Environmental, Social and Corporate Governance

Our Corporate Governance Guidelines outline the Board’s role in oversight of our health, safety and environmental performance and our performance on sustainability and diversity efforts. In addition, the Board is responsible for evaluating and overseeing compliance with our policies, practices and contributions made in fulfillment of our social responsibilities and commitment to sustainability.

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Share Ownership

The following table sets forth certain information regarding beneficial ownership, as of August 1, 2024, of our Class A Common Stock by our current directors and executive officers as a group. None of these persons beneficially owns any of our Class B Common Stock. The information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules a person or entity beneficially owns any shares that the person or entity (a) has or shares voting or investment power or (b) has the right to acquire as of September 30, 2024 (60 days after August 1, 2024) through the exercise of any stock option or other right. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table. Information for all persons listed below is based on information delivered to us.

For more information about our Board of Directors, senior management and employees, please read “Item 6. Directors, Senior Management and Employees” of our 2023 Annual Report which is incorporated by reference into this proxy statement/prospectus.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership, as of August 1, 2024, of our Class A and Class B Common Stock by each entity or group it knows to beneficially own more than 5% of the outstanding shares of our Class A Common Stock or Class B Common Stock. Information for certain holders is based on their latest filings with the SEC. The number of shares beneficially owned by each entity or group is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules a person or entity beneficially owns any shares as to which the person or entity has or shares voting or investment power. In addition, an entity or group beneficially owns any shares that the entity or group has the right to acquire as of September 30, 2024 (60 days after August 1, 2024) through the exercise of any stock option or other right. Unless otherwise indicated, each entity or group listed below has sole voting and investment power with respect to the shares set forth in the following table.

Our Class B Common Stock entitles the holder thereof to five votes per share, subject to a 49% aggregate Class B Common Stock voting power maximum, while our Class A Common Stock entitles the holder thereof to one vote per share. Except as otherwise provided by the MIBCA, holders of shares of our Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to a vote of shareholders, including the election of directors. Teekay Corporation currently controls all of our outstanding Class B Common Stock and 5,168,785 shares of our Class A Common Stock. Because of our dual-class structure, Teekay Corporation may continue to control all matters submitted to our shareholders for approval even if Teekay Corporation and its affiliates come to own significantly less than 50% of the aggregate outstanding shares of our Class A and Class B Common Stock. Shares of our Class B Common Stock will convert into shares of our Class A Common Stock on a one-for-one basis upon certain transfers thereof or if the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock beneficially owned by Teekay Corporation and its affiliates falls below 15% of the aggregate number of outstanding shares of our common stock.

We are controlled by Teekay Corporation. We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Teekay Tankers.

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RELATED PARTY TRANSACTIONS

Teekay Tankers has relationships or is a party to transactions with Teekay Corporation and certain of its subsidiaries. These and other relationships and transactions are described below.

Teekay Corporation’s Ownership Interest and Voting Control; Renunciation of Business Opportunities in Favor of Teekay Corporation

As of August 1, 2024, Teekay Corporation owns, indirectly, 4,625,997 shares of Teekay Tankers’ Class B Common Stock and 5,168,785 shares of Teekay Tankers’ Class A Common Stock, representing a 28.5% ownership interest in Teekay Tankers and 53.6% of the aggregate voting power of Teekay Tankers’ outstanding shares of Class A and Class B Common Stock. Please see “Management—Share Ownership” for more information.

Teekay Tankers Class B Common Stock has five votes per share, subject to a 49% aggregate Class B Common Stock voting power maximum, while Teekay Tankers Class A Common Stock has one vote per share. Except as otherwise provided by the MIBCA, holders of shares of Class A and Class B Common Stock vote together as a single class on all matters submitted to a vote of shareholders, including the election of directors. Teekay Corporation currently controls all of Teekay Tankers’ outstanding shares of Class B Common Stock and holds additional shares of Class A Common Stock. Because of Teekay Tankers’ dual-class structure, Teekay Corporation may continue to control all matters submitted to Teekay Tankers’ shareholders for approval even if it and its affiliates own significantly less than 50% of the aggregate shares of Teekay Tankers’ outstanding Class A and Class B Common Stock.

The Articles of Incorporation renounce in favor of Teekay Corporation business opportunities that may be attractive to both Teekay Corporation and Teekay Tankers. This provision effectively limits the fiduciary duties Teekay Tankers, or its shareholders otherwise may be owed regarding these business opportunities by the Teekay Tankers directors and officers who also serve as directors or officers of Teekay Corporation or its other affiliates. If Teekay Corporation or its affiliates (other than Teekay Tankers and its subsidiaries) no longer beneficially own shares representing at least 20% of the total voting power of Teekay Tankers’ outstanding capital stock and no person who is an officer or director of Teekay Tankers is also an officer or director of Teekay Corporation or its other affiliates (other than Teekay Tankers and its subsidiaries), then this business opportunity provision of the Articles of Incorporation will terminate. The Bermuda Bye-laws incorporate this concept of renunciation of corporate opportunities by Teekay Tankers in favor of Teekay Corporation to the extent permitted by Bermuda law.

Teekay Tankers’ Executive Officers and Certain of its Directors

Kenneth Hvid, Teekay Tankers’ Chair, one of its directors and its President and Chief Executive Officer, is also a director and the President and Chief Executive Officer of Teekay Corporation.

Brody Speers, Teekay Tankers’ Chief Financial Officer, is also Chief Financial Officer of Teekay Corporation.

David Schellenberg, one of Teekay Tankers’ directors, is also a director and Chair of Teekay Corporation.

Peter Antturi, one of Teekay Tankers’ directors, is also a director of Teekay Corporation and serves as an executive officer and director of Teekay Corporation’s largest shareholder, Resolute Investments, Ltd. (Resolute), as well as other subsidiaries and affiliates of Kattegat Limited, a parent company of Resolute.

No change of control payments or additional compensation will be payable to our directors or executive officers in connection with the Redomiciliation or the Constitutive Documents Proposal.

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For more information about these and other relationships and related party transactions, please read “Item 7. Major Shareholders and Related Party Transactions” of our 2023 Annual Report which is incorporated by reference into this proxy statement/prospectus.

DESCRIPTION OF SHARE CAPITAL OF TEEKAY TANKERS (BERMUDA)

The following description of Teekay Tankers (Bermuda)’s equity securities does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Bermuda Companies Act and the provisions of the proposed Memorandum of Continuance and the Bermuda Bye-laws, which are attached as Appendix A and Appendix B, respectively, to this proxy statement/prospectus. We encourage you to read those laws and documents carefully.

Except where otherwise indicated, the description below reflects Teekay Tankers (Bermuda)’s Memorandum of Continuance and the Bermuda Bye-laws as those documents will be in effect upon completion of the Redomiciliation.

General

Teekay Tankers (Bermuda) may issue common shares or preferred shares in one or more distinct series, from time to time. This description summarizes the material terms of Teekay Tankers (Bermuda)’s common shares and material terms that would be common to all series of Teekay Tankers (Bermuda)’s preferred shares.

Authorized Capitalization

Under the Bermuda Bye-laws, Teekay Tankers (Bermuda)’s authorized share capital consists of 685,000,000 shares, of which:

Exchange Listing

Shares of Teekay Tankers (Marshall Islands) Class A Common Stock are listed on the NYSE, where they trade under the symbol “TNK”. We expect that Teekay Tankers (Bermuda)’s Class A Common Shares will continue to be listed on the NYSE under the same ticker symbol under which the shares of Teekay Tankers (Marshall Islands) Class A Common Stock are currently traded, and that such shares will begin trading on the NYSE on or promptly following the effective date of the Redomiciliation.

Transfer Agent and Registrar

The registrar and transfer agent for Teekay Tankers (Bermuda) Class A and Class B Common Shares is Computershare Inc.

Common Shares

Voting Rights

Under the Bermuda Bye-laws, holders of Teekay Tankers (Bermuda)’s Class A and Class B Common Shares have identical rights, except that holders of Teekay Tankers (Bermuda)’s Class A Common Shares are entitled to one vote per share, and holders of Teekay Tankers (Bermuda)’s Class B Common Shares are entitled

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to five votes per share. However, the voting power of the Class B Common Shares is limited such that the aggregate voting power of all outstanding Class B Common Shares can at no time exceed 49% of the voting power of Teekay Tankers (Bermuda)’s outstanding Class A Common Shares and Class B Common Shares, voting together as a single class. Except as otherwise provided by the Bermuda Companies Act, holders of Class A Common Shares and Class B Common Shares will vote together as a single class on all matters submitted to a vote of shareholders, including the election of directors. Bermuda law generally provides that the holders of a class of shares are entitled to a separate class vote on any proposed amendment to a company’s bye-laws that would change the aggregate number of authorized shares or the par value of that class of shares or alter or change the powers, preferences or special rights of that class so as to affect it adversely.

Dividends

Under the Bermuda Bye-laws, and subject to preferences that may apply to any preferred shares outstanding at the time, the holders of Class A Common Shares and Class B Common Shares are entitled to share equally in any dividends that the Board may declare from time to time out of funds legally available for dividends. Satisfaction of any dividend preferences of outstanding preferred shares would reduce the amount of funds available for the payment of dividends on common shares. In the event a dividend is paid in the form of common shares or rights to acquire common shares, the holders of Class A Common Shares will receive Class A Common Shares, or rights to acquire Class A Common Shares, as the case may be, and the holders of Class B Common Shares will receive Class B Common Shares, or rights to acquire Class B Common Shares, as the case may be.

Bermuda law prohibits the declaration or payment of any dividends if there are reasonable grounds for believing that (a) a company is, or after the payment of such dividends would be, unable to pay its liabilities as they become due or (b) the realizable value of the company’s assets would thereby be less than its liabilities. There are no restrictions on the ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to U.S. residents who are holders of common or preferred shares.

Liquidation Rights

Under the Bermuda Companies Act, upon Teekay Tankers (Bermuda)’s liquidation, dissolution or winding-up, whether voluntary or involuntary, the holders of Class A Common Shares and Class B Common Shares will be entitled to receive the same amount per common share of all Teekay Tankers (Bermuda)’s assets remaining after the payment of any liabilities and the satisfaction of any liquidation preferences on any outstanding preferred shares.

Conversion

Under the Bermuda Bye-laws, Teekay Tankers (Bermuda)’s Class A Common Shares are not convertible into any other Teekay Tankers (Bermuda)’s shares.

Each Class B Common Share of Teekay Tankers (Bermuda) is convertible at any time at the option of the holder thereof into one Class A Common Share. In addition:

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Once converted into Class A Common Shares, Class B Common Shares will not be reissued or resold, the rights of the holders of the applicable Class B Common Shares will cease and such holders will be treated for all purposes as record owners of the Class A Common Shares issuable upon such conversion.

Holders of Class B Common Shares that are converted as described above will be entitled to any dividends declared on such Class B Common Shares as of a record date preceding the time of conversion and unpaid at the time of conversion. If the record date for any dividend payable in Class B Common Shares that may have been declared on Class B Common Shares precedes a conversion described above, but the payment date is subsequent to the conversion, such dividend will be deemed to be declared and will be payable in Class A Common Shares.

Teekay Tankers (Bermuda)’s Class A and Class B Common Shares may not be reclassified, subdivided or combined unless such reclassification, subdivision or combination occurs simultaneously and in the same proportion for each such class of common shares.

Other Rights

Teekay Tankers (Bermuda)’s common shares have no sinking fund, redemption provisions or preemptive rights to subscribe for any of Teekay Tankers (Bermuda)’s securities. The rights, preferences and privileges of holders of Teekay Tankers (Bermuda)’s common shares will be subject to the rights of the holders of any preferred shares that Teekay Tankers (Bermuda) may issue in the future.

Transferability

There are no restrictions on the transfer of Teekay Tankers (Bermuda) common shares, except as may be required by law. The consent of the Bermuda Monetary Authority will be sought for the issue and free transferability of all of Teekay Tankers (Bermuda)’s shares to and between persons resident and non-resident of Bermuda for exchange control purposes, provided that such shares remain listed on an appointed stock exchange, which includes the NYSE. If uncertificated shares are surrendered to Teekay Tankers (Bermuda) and Teekay Tankers (Bermuda) receives proper transfer instructions from the registered owner, Teekay Tankers (Bermuda) will cancel such shares, issue to the shareholder entitled thereto new equivalent uncertificated shares or certificated shares, as applicable, and the transaction will be recorded upon Teekay Tankers (Bermuda)’s books.

Preferred Shares

Teekay Tankers (Bermuda)’s Bermuda Bye-laws authorize the Board to establish one or more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including:

The voting, dividend, liquidation, redemption, conversion or other rights of any preferred shares Teekay Tankers (Bermuda) may issue could adversely affect the voting power and other rights of the holders of Teekay Tankers (Bermuda)’s common shares and may have the effect of decreasing the market price of Teekay Tankers (Bermuda)’s Class A Common Shares.

Anti-Takeover Effect of Certain Provisions of Teekay Tankers (Bermuda)’s Bye-laws

Several provisions of Teekay Tankers (Bermuda)’s Bermuda Bye-laws, which are summarized below, may have anti-takeover effects. Among such provisions is the requirement that after the date that Teekay Corporation

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and its affiliates (other than Teekay Tankers (Bermuda) and its subsidiaries) cease to beneficially own shares representing a majority of the total voting power of the outstanding share capital, Teekay Tankers (Bermuda)’s shareholders will only be entitled to change the number of directors comprising the entire Board by the affirmative vote of not less than 80% of the total voting power of the outstanding share capital. These provisions that may have anti-takeover effects are intended to avoid costly takeover battles, lessen Teekay Tankers (Bermuda)’s vulnerability to a hostile change of control and enhance the ability of the Board to maximize shareholder value in connection with any unsolicited offer to acquire Teekay Tankers (Bermuda). However, these anti-takeover provisions could also discourage, delay or prevent (a) the merger or acquisition of Teekay Tankers (Bermuda) by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (b) the removal of incumbent officers and directors.

Dual-Class Structure

As discussed above, Teekay Tankers (Bermuda)’s Class B Common Shares have five votes per share, subject to a 49% aggregate Class B Common Shares voting power maximum, while Teekay Tankers (Bermuda)’s Class A Common Shares have one vote per share. Teekay Corporation beneficially owns and controls all of Teekay Tankers (Bermuda)’s outstanding Class B Common Shares, in addition to the Class A Common Shares it beneficially owns and controls. Because of Teekay Tankers (Bermuda)’s dual-class structure, Teekay Corporation will be able to continue to control substantially all matters submitted to Teekay Tankers (Bermuda)’s shareholders for approval even though it and its affiliates may own significantly less than 50% of the total number of Teekay Tankers (Bermuda)’s outstanding Class A and B Common Shares. This concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that other shareholders may view as beneficial.

Blank Check Preferred Stock

As noted above, under the terms of Teekay Tankers (Bermuda)’s Bermuda Bye-laws, the Board has authority, without any further vote or action by Teekay Tankers (Bermuda)’s shareholders, to issue up to 100 million “blank check” preferred shares. The Board could authorize the issuance of preferred shares with voting or conversion rights that could dilute the voting power or rights of the holders of common shares. The issuance of preferred shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of Teekay Tankers (Bermuda) or the removal of Teekay Tankers (Bermuda) management and might harm the market price of Teekay Tankers (Bermuda)’s Class A Common Shares.

Election and Removal of Directors

Teekay Tankers (Bermuda)’s Bermuda Bye-laws and procedures for electing and removing directors and filling vacancies generally make it more difficult for certain shareholders to remove incumbent directors and to replace a majority of the Board, which may discourage a third party from making a tender offer or otherwise attempting to gain control of Teekay Tankers (Bermuda).

Teekay Tankers (Bermuda)’s shareholders may not call special general meetings to elect directors except in lieu of an annual meeting as discussed below under Ability to Call Shareholder Meetings. The Bermuda Bye-laws provide that directors of Teekay Tankers (Bermuda) shall be elected at the annual general meeting of the shareholders and each director shall serve until the next succeeding annual general meeting and until their successor shall have been duly elected, subject to their earlier resignation, removal or death.

Teekay Tankers (Bermuda)’s Bermuda Bye-laws provide that any director or the entire Board may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the total voting power of Teekay Tankers (Bermuda)’s outstanding share capital or by directors constituting at least two-thirds of the Board. However, from and after the date that Teekay Corporation and its affiliates (other than

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Teekay Tankers (Bermuda) and its subsidiaries) cease to beneficially own shares representing a majority of the total voting power of Teekay Tankers (Bermuda)’s outstanding share capital, directors may only be removed for cause and only by the affirmative vote of the holders of not less than 80% of the total voting power of Teekay Tankers (Bermuda)’s outstanding share capital. The Bermuda Bye-laws provide that any meeting convened for the purpose of removing a director shall contain a statement of the intention so to do and be served on such director not less than 14 days before the meeting and at such meeting the director shall be entitled to be heard on the motion for such director’s removal.

Limited Actions by Shareholders

Teekay Tankers (Bermuda)’s Bermuda Bye-laws provide that any action required or permitted to be taken by Teekay Tankers (Bermuda)’s shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of Teekay Tankers (Bermuda)’s shareholders, provided, however, that the holders of voting power sufficient to take such specified action at a meeting at which all voting share were present and voted may so act by less than unanimous written consent, so long as Teekay Corporation and its affiliates (other than Teekay Tankers (Bermuda) and its subsidiaries) beneficially own shares representing a majority of the total voting power of Teekay Tankers (Bermuda)’s outstanding share capital.

Ability to Call Shareholder Meetings

Under Teekay Tankers (Bermuda)’s Bermuda Bye-laws, annual general meetings will be held at a time and place selected by the Board. The meetings may be held in or outside of Bermuda. Under Bermuda law, a company is required to convene an annual general meeting each calendar year, subject to potential waiver by the shareholders. If Teekay Tankers (Bermuda) fails to hold an annual meeting within 90 days of the designated date or if no date has been designated for a period of 13 months after Teekay Tankers (Bermuda)’s last annual meeting, a special meeting in lieu of an annual meeting may be called by shareholders holding not less than 10% of the voting power of all outstanding shares entitled to vote at such meeting.

Our Board may call a special general meeting for any purpose and at any time. In addition, Bermuda law provides that shareholders holding at not less than 10% of the paid-up capital of Teekay Tankers (Bermuda) carrying the right of voting at general meetings may requisition the Board to convene a special general meeting, subject to compliance with advance notice requirements set forth in the Bermuda Bye-laws. Save in these circumstances, a shareholder will be prevented from calling a special general meeting for shareholder consideration of a proposal unless scheduled by the Board and shareholder consideration of a proposal may be delayed until the next general meeting.

Notice of Shareholder Proposals

Under Bermuda law, shareholders of Teekay Tankers (Bermuda) may, at their own expense (unless the Company otherwise resolves) require the Company to give notice of any resolution that shareholders can properly propose at the next annual general meeting and/or to circulate a statement in respect of a matter referred to in a proposed resolution or any business to be conducted at that general meeting. The number of shareholders of Teekay Tankers (Bermuda) necessary for such a request is either (a) the number of shareholders representing not less than one-twentieth of the total voting rights of all the shareholders having at the date of the request a right to vote at the meeting to which the request relates, or (b) not less than 100 shareholders. The proposing shareholders must comply with the advance notice requirements set forth in the Bermuda Bye-laws.

Other Matters

Sales of Assets, Mergers and Dissolution

Under the Bermuda Companies Act, a merger or consolidation involving us (other than with subsidiaries at least 90% of whose shares Teekay Tankers (Bermuda) owns) is required to be approved by a majority vote of

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three-fourths of those voting at such meeting and the quorum necessary for such meeting shall be two persons at least holding or representing by proxy more than one-third of the issued shares of Teekay Tankers (Bermuda) or the class, as the case may be, and that any holder of shares present in person or by proxy may demand a poll.

A class of shares may be entitled to vote separately as a class on various corporate activities. The vote for such class will be determined by the Bermuda Companies Act and, if applicable, the Bermuda Bye-laws.

Dissenters’ Rights of Appraisal and Payment

Under the Bermuda Companies Act, if a shareholder who did not vote in favor of an amalgamation or merger is not satisfied that fair value has been offered for such shareholder’s shares, the shareholder may within one month of notice of the shareholders meeting to approve the amalgamation or merger apply to the Supreme Court of Bermuda to appraise the fair value of those shares.

Board of Directors

Teekay Tankers (Bermuda)’s Bermuda Bye-laws prohibits cumulative voting in the election of directors. This may discourage, delay or prevent the removal of incumbent officers and directors. Teekay Tankers (Bermuda)’s directors are elected by a plurality of the votes cast by shareholders entitled to vote. Teekay Tankers (Bermuda)’s Bermuda Bye-laws provides that the Board must consist of at least three members and not more than twelve. The Board may change the number of directors within a range of three to twelve directors pursuant to resolution approved by a majority of the total number of directors that Teekay Tankers (Bermuda) would have if there were no vacancies or unfilled newly created directorships. Shareholders may change the number of directors within a range of three to twelve only by the affirmative vote of holders of a majority of the voting power of all outstanding shares of Teekay Tankers (Bermuda)’s share capital. However, from and after the date that Teekay Corporation and its affiliates (other than Teekay Tankers (Bermuda) and its subsidiaries) cease to beneficially own shares representing a majority of the total voting power of Teekay Tankers (Bermuda)’s outstanding share capital, shareholders may change the number of directors only by the affirmative vote of not less than 80% of the total voting power of Teekay Tankers (Bermuda)’s outstanding share capital.

Amendment of Memorandum of Continuance or Bye-laws

Under the Bermuda Companies Act, amendments to the Memorandum of Continuance generally may be authorized by a vote of the holders of a majority of all of Teekay Tankers (Bermuda)’s outstanding shares entitled to vote. Under Bermuda law, the holders of an aggregate of not less than 20% in par value of Teekay Tankers (Bermuda)’s outstanding share capital or any class thereof have the right to apply to the Supreme Court of Bermuda for an annulment of any amendment of the Memorandum of Continuance adopted by shareholders at any general meeting, other than an amendment which alters or reduces a company’s share capital as provided in the Bermuda Companies Act. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Bermuda court. An application for an annulment of an amendment of the Memorandum of Continuance must be made within 21 days after the date on which the resolution altering Teekay Tankers (Bermuda)’s Memorandum of Continuance is passed and may be made on behalf of persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose. No application may be made by shareholders voting in favor of the amendment.

The Bermuda Bye-laws may be amended or repealed, or new bye-laws may be adopted, at any meeting of the Board by the affirmative vote of a majority of the entire Board or by unanimous written consent of the entire Board in lieu of a meeting and by the affirmative vote of the holders of a majority of the voting power of all Teekay Tankers (Bermuda)’s outstanding share capital entitled to vote. However, from and after the date, if any, that Teekay Corporation and its affiliates (other than Teekay Tankers (Bermuda) and its subsidiaries) cease to beneficially own shares representing a majority of the total voting power of Teekay Tankers (Bermuda)’s

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outstanding share capital, at least 80% of the voting power of all Teekay Tankers (Bermuda)’s outstanding share capital shall be required for Teekay Tankers (Bermuda) shareholders to amend or repeal certain sections of the Bermuda Bye-laws by vote. Teekay Tankers (Bermuda)’s shareholders may also amend or repeal any Bye-law by written consent in lieu of a meeting as described above.

Limitations on Ownership

Neither the Memorandum of Continuance nor the Bermuda Bye-laws limit the right to own Teekay Tankers (Bermuda) securities, including the rights of non-resident or foreign shareholders to hold or exercise voting rights on Teekay Tankers (Bermuda)’s securities.

Corporate Opportunities

The Bermuda Bye-laws renounce in favor of Teekay Corporation business opportunities that may be attractive to both Teekay Corporation and us. This provision effectively limits the fiduciary duties Teekay Tankers (Bermuda) otherwise may be owed regarding these business opportunities by Teekay Tankers (Bermuda)’s directors and officers who also serve as directors or officers of Teekay Corporation or Teekay Tankers (Bermuda)’s other affiliates. If Teekay Corporation or its affiliates (other than Teekay Tankers (Bermuda) and its subsidiaries) no longer beneficially own shares representing at least 20% of the total voting power of Teekay Tankers (Bermuda)’s outstanding share capital, and no person who is an officer or director of us is also an officer or director of Teekay Corporation or its other affiliates (other than Teekay Tankers (Bermuda) and its subsidiaries), then this business opportunity provision of the Bermuda Bye-laws will terminate.

Comparison of Shareholder Rights

Your rights as a shareholder of Teekay Tankers (Marshall Islands) are governed by Marshall Islands law and the Articles of Incorporation and Marshall Islands Bylaws. After the Redomiciliation, you will become a shareholder of Teekay Tankers (Bermuda), and your rights will be governed by Bermuda law and the Memorandum of Continuance and Bermuda Bye-laws.

Many of the principal attributes of Teekay Tankers (Marshall Islands)’s Class A and Class B Common Stock and Teekay Tankers (Bermuda)’s Class A and Class B Common Shares will be similar. However, there are some differences between the corporate law of the Marshall Islands and that of Bermuda. There are also some differences between the Memorandum of Continuance and the Bermuda Bye-laws and our Articles of Incorporation and Marshall Islands Bylaws.

The following discussion is a summary of material changes in your rights as a shareholder resulting from the Redomiciliation. This summary is not complete and does not cover all the differences between Bermuda law and Marshall Islands law affecting companies and their shareholders or all the differences between the Articles of Incorporation and Marshall Islands Bylaws and the Memorandum of Continuance and Bermuda Bye-laws. Teekay Tankers (Bermuda)’s Memorandum of Continuance and Bermuda Bye-laws are attached as Appendix A and Appendix B, respectively, to this proxy statement/prospectus.

Shareholder Meetings

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Shareholder Voting Rights

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Dividends

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Directors

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Indemnification and Exculpation of Directors

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Dissenter’s Rights of Appraisal

Shareholder Derivative Actions

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Inspection of Corporate Records

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Amalgamations, Mergers, and Business Combinations

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Amendment of Governing Documents

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MATERIAL UNITED STATES FEDERAL INCOME TAXATION

U.S. Federal Income Tax Considerations of the Redomiciliation

The following is a discussion of material U.S. federal income tax considerations that may be relevant to shareholders with respect to the Redomiciliation. This discussion is based upon provisions of the U.S. Internal Revenue Code of 1986, as amended, legislative history, applicable U.S. Treasury Regulations, judicial authority and administrative interpretations, all as in effect on the date hereof and which are subject to change, possibly with retroactive effect, or are subject to different interpretations. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below.

As used herein, the term “U.S. Holder” means a beneficial owner of our common stock that is, for U.S. federal income tax purposes: (i) a U.S. citizen or U.S. resident alien, (ii) a corporation or other entity taxable as a corporation, that was created or organized under the laws of the U.S., any state thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source, or (iv) a trust that either is subject to the supervision of a court within the U.S. and has one or more U.S. persons with authority to control all of its substantial decisions or has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

This discussion is limited to U.S. Holders who hold their common stock as a capital asset for tax purposes. This discussion does not address all tax considerations that may be important to a particular shareholder in light of the shareholder’s circumstances, or to certain categories of shareholders that may be subject to special tax rules, such as:

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. Partners in partnerships holding our common stock should consult their tax advisors to determine the appropriate tax treatment of the Redomiciliation to the partnership.

This discussion does not address, except as specifically provided below, any tax considerations arising under the laws of any state, local or non-U.S. jurisdiction. Each shareholder is urged to consult its tax advisor regarding the U.S. federal, state, local, non-U.S. and other tax consequences of the Redomiciliation.

In the opinion of Perkins Coie LLP, the Redomiciliation will constitute a tax-free “reorganization” within the meaning of Section 368(a)(1)(F) of the Code for purposes of U.S. federal income matters and, accordingly, neither we nor U.S. Holders will recognize taxable gain or loss as a result of the Redomiciliation for U.S. federal income tax purposes.

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An opinion of counsel represents only that counsel’s best legal judgment and does not bind the IRS or the courts. We do not intend to request a ruling from the IRS as to the U.S. federal income tax consequences of the Redomiciliation, and consequently there can be no assurance that the IRS or a court of law will treat the Redomiciliation in the manner described above. If the IRS successfully challenges the treatment of the Redomiciliation, adverse U.S. federal income tax consequences may result. U.S. Holders should consult their own tax advisors regarding the potential U.S. federal, state and local and other tax consequences of the Redomiciliation not qualifying as a tax-free reorganization.

U.S. Federal Income Tax Considerations Relating to Holding our Common Stock

For a more complete discussion of the expected material U.S. federal income tax considerations relating to holding our common stock, you should read “Item 4E – Taxation of the Company” and “Item 10 – Additional Information – Material United States Federal Income Tax Considerations” in our 2023 Annual Report which is incorporated by reference in this proxy statement/prospectus.

MATERIAL NON-UNITED STATES INCOME TAXATION

Marshall Islands Income Tax Consequences of the Redomiciliation

The following discussion is the opinion of Watson Farley & Williams LLP, our counsel as to matters of the laws of the Republic of the Marshall Islands, and is based on the current laws of the Republic of the Marshall Islands and is applicable only to persons who are not citizens of and do not reside in, maintain offices in or carry on business or conduct transactions in the Republic of the Marshall Islands.

Because we and our subsidiaries do not, and assuming that we and our subsidiaries continue not to, carry on business or conduct transactions in the Republic of the Marshall Islands, and because we anticipate that all documentation related to the Redomiciliation pursuant to this registration statement/prospectus will be executed outside of the Republic of the Marshall Islands, under current Marshall Islands law holders of our Class A Common Stock will not be subject to Marshall Islands taxation or withholding as a result of the Redomiciliation. In addition, holders of our Class A Common Stock will not be subject to Marshall Islands stamp, capital gains or other taxes on any deemed exchange of shares of Teekay Tankers (Marshall Islands)’s Class A Common Stock for Teekay Tankers (Bermuda)’s Class A Common Shares as a result of the Redomiciliation, and you will not be required by the Republic of the Marshall Islands to file a tax return relating to the shares of Class A Common Stock.

The above should be read in conjunction with the risk factors included in “Item 3—Key Information—Tax Risks” in our 2023 Annual Report.

Bermuda Income Tax Consequences of the Redomiciliation

The following discussion is the opinion of Conyers Dill & Pearman Limited, our special counsel as to matters of the laws of Bermuda, and is based on the current laws of Bermuda and is applicable only to persons who are not citizens of and do not reside in, maintain offices in or engage in business in Bermuda.

At the present time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or by our shareholders in respect of our shares.

However, Bermuda enacted the Bermuda Tax Act on December 27, 2023. Entities subject to tax under the Bermuda Tax Act include the Bermuda constituent entities of multi-national groups. A multi-national group is defined under the Bermuda Tax Act as a group with entities in more than one jurisdiction with consolidated revenues of at least €750 million in any two of the four previous fiscal years. If the Bermuda constituent entities

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of a multinational group are subject to tax under the Bermuda Tax Act, such tax is charged at a rate of 15% of net taxable income of such constituent entities as determined in accordance with and subject to the adjustments set out in the Bermuda Tax Act (including in respect of foreign tax credits applicable to the Bermuda constituent entities). In general, income arising from international shipping is exempted from the scope of such tax to the extent certain requirements relating to strategic or commercial management in Bermuda are satisfied. No tax is chargeable under the Bermuda Tax Act until tax years starting on or after January 1, 2025.

The provisions of the Bermuda Tax Act shall apply on the assessment of the incomes of Teekay Tankers (Bermuda) following Redomiciliation, which may result in a tax being applied to taxable profits, depending on the nature of such profits and/or income. Under the current Bermuda tax law, there are no withholding taxes payable in Bermuda on dividends distributed by us to our shareholders.

ACCOUNTING TREATMENT OF THE REDOMICILIATION

There will be no material accounting effect or change in the carrying amount of the consolidated assets and liabilities of Teekay Tankers as a result of the Redomiciliation. The consolidated business, capitalization, assets, liabilities and financial statements of Teekay Tankers immediately following the Redomiciliation will be the same as those of Teekay Tankers immediately prior thereto.

EXPERTS

The consolidated financial statements of Teekay Tankers Ltd. and its subsidiaries as of December 31, 2023 and 2022, and for each of the years in the three-year period ended December 31, 2023, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 have been incorporated by reference herein and in the related registration statement on Form F-4 in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

Certain legal matters in connection with this offering relating to U.S. law will be passed upon for us by Perkins Coie LLP, Portland, Oregon. Certain legal matters in connection with this offering relating to the laws of the Marshall Islands will be passed upon for us by Watson Farley & Williams LLP. Certain legal matters in connection with this offering relating to the laws of the Bermuda will be passed upon for us by Conyers Dill  & Pearman Limited, our special Bermuda legal counsel.

WHERE YOU CAN FIND MORE INFORMATION

We file annual and other reports with and furnish information to the SEC. The SEC maintains a website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. You can also obtain information about us at the offices of the New York Stock Exchange, Inc., 11 Wall Street, New York, New York 10005.

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We have filed with the SEC a registration statement on Form F-4 under the U.S. Securities Act. This proxy statement/prospectus forms a part of the registration statement, as permitted by SEC rules and regulations. You may inspect and copy the registration statement, including exhibits, at the SEC’s public reference facilities or on our website. The statements in this proxy statement/prospectus about the contents of any contracts or other documents we have filed as an exhibit are not necessarily complete. You should refer to the copy of each contract or other document we have filed or incorporated by reference as an exhibit to the registration statement for complete information.

As a foreign private issuer, we are exempt under the U.S. Exchange Act from, among other things, certain rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. In addition, we are not required under the U.S. Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the U.S. Exchange Act, including the filing of quarterly reports or current reports on Form 8-K. However, we intend to make available quarterly reports containing our unaudited interim financial information for the first three fiscal quarters of each fiscal year.

Information Incorporated by Reference

The SEC allows us to “incorporate by reference” into this proxy statement/prospectus information that we file or furnish with the SEC. This means that we can disclose important information to you without actually including the specific information in this proxy statement/prospectus by referring you to other documents filed or furnished separately with the SEC. The information incorporated by reference is an important part of this proxy statement/prospectus.

We incorporate by reference the documents listed below:

All annual reports on Form 20-F, and all reports on Form 6-K that we expressly identify in such reports as being incorporated by reference into the registration statement of which this proxy statement/prospectus is a part, that we file with or furnish to the SEC pursuant to Section 13(a), 13(c) or 15(d) of the U.S. Exchange Act subsequent to the date of this proxy statement/prospectus and prior to the date of the Redomiciliation shall be deemed incorporated in this proxy statement/prospectus by reference and to be part hereof from the respective dates of the filing or furnishing of such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be modified or superseded for purposes of this proxy statement/prospectus to the extent that a statement contained herein or in any subsequently filed or furnished document which also is, or is deemed to be incorporated by reference herein, modified or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified and superseded, to constitute a part of this proxy statement/prospectus.

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You may obtain any of the documents incorporated by reference in this proxy statement/prospectus from the SEC through its public reference facilities or its website at the addresses provided above. You also may request a copy of any document incorporated by reference in this proxy statement/prospectus (excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference in this document), at no cost, by visiting our internet website at www.teekaytankers.com, or by writing or calling us at the following address:

Teekay Tankers Ltd.

4th Floor, Belvedere Building,

69 Pitts Bay Road

Hamilton HM 08, Bermuda

Attn: Corporate Secretary

(441) 298-2530

If you would like to request documents, please do so no later than five business days prior to the date of the Special Meeting.

We have not authorized anyone to give any information or to make any representations other than those contained, or incorporated by reference, in this proxy statement/prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or solicitations of proxies are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you.

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Appendix A

FORM No. 2d

BERMUDA

THE COMPANIES ACT 1981

MEMORANDUM OF CONTINUANCE OF COMPANY LIMITED BY SHARES

Section 132C(2)

MEMORANDUM OF CONTINUANCE

OF

Teekay Tankers Ltd.

(hereinafter referred to as the “Company”)

N/A

The Company was incorporated as a corporation under the laws of the Republic of the Marshall Islands with Limited Liability on 17 October 2007.

Subject to paragraph 4, the Company may do all such things as are incidental or conducive to the attainment of its objects and shall have the capacity, rights, powers and privileges of a natural person, and–

A-1

Signed by duly authorised persons in the presence of at least one witness attesting the signature thereof:-

Dated this   day of    , 2024

A-2

Appendix B

Bye-laws of

Teekay Tankers Ltd.

TABLE OF CONTENTS