UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

OR

For the fiscal year ended December 31, 20112014

OR

OR

Date of event requiring this shell company report

For the transition period fromto

Commission file number 1-33867

TEEKAY TANKERS LTD.

(Exact name of Registrant as specified in its charter)

Republic of The Marshall Islands

(Jurisdiction of incorporation or organization)

(Translation of Registrant’s name into English)4^th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda

Telephone: (441) 298-2530

(Address and telephone number of principleprincipal executive offices)

Edith Robinson

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered, or to be registered, pursuant to Section 12(b) of the Act.

Securities registered, or to be registered, pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

49,376,74495,343,091 shares of Class A common stock, par value of $0.01 per share.

12,500,00016,720,945 shares of Class B common stock, par value of $0.01 per share.

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ¨            No   x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes  ¨            No  x

Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x            No   ¨

Indicate by check mark if the registrant (1) has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  x            No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer  ¨                 Accelerated Filer  x                 Non-Accelerated Filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17  ¨            Item 18  ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨             No  x

TEEKAY TANKERS LTD.

INDEX TO REPORT ON FORM 20-F

INDEX

		Long-Term Incentive ProgramBoard Practices			44
		Board Practices			44
		Crewing and Staff			45
		Share Ownership			45
Item 7.		Major Shareholders and Related Party Transactions			46
		A. Major Shareholders			46
		B. Related Party Transactions			46
Item 8.7.		Major Shareholders and Related Party Transactions			Financial Information			5046
		Consolidated Financial Statements and NotesA. Major Shareholders				5046
		Legal ProceedingsB. Related Party Transactions			50
		Dividend Policy			50
		Significant Changes			5147
Item 9.8.		The Offer and Listing			51
Item 10.Financial Information		Additional Information			52
		Articles of IncorporationConsolidated Financial Statements and BylawsNotes			52
		Material ContractsLegal Proceedings			52
		Exchange Controls and Other Limitations Affecting Security HoldersDividend Policy			52
		Material U.S. Federal Income Tax ConsiderationsSignificant Changes			52
Item 9.		The Offer and Listing			52
Item 10.		Additional Information			53
		Non-United States Tax ConsiderationsArticles of Incorporation and Bylaws				5653
		Documents on DisplayMaterial Contracts				56
Item 11.		Quantitative and Qualitative Disclosures About Market Risk			5653
		Foreign Currency Fluctuation RiskExchange Controls and Other Limitations Affecting Security Holders				5653
		Interest Rate RiskMaterial U.S. Federal Income Tax Considerations				5653
		Spot Tanker Market Rate RiskNon-United States Tax Considerations			57
		Documents on Display			57
Item 12.11.		Description of Securities Other than Equity SecuritiesQuantitative and Qualitative Disclosures About Market Risk			57
		PART II.Foreign Currency Fluctuation Risk			57
		Interest Rate Risk			58
		Spot Tanker Market Rate Risk			58
Item 12.		Description of Securities Other than Equity Securities			58
PART II.
Item 13.		Defaults, Dividend Arrearages and Delinquencies				5758
Item 14.		Material Modifications to the Rights of Security Holders and Use of Proceeds			57
Item 15.		Controls and Procedures			57
		Management’s Report on Internal Control over Financial Reporting			58
Item 16A.15.		Controls and Procedures			Audit Committee Financial Expert			5859
Item 16B.		Code of Ethics			58
Item 16C.Management’s Report on Internal Control over Financial Reporting		Principle Accountant Fees and Services			58
Item 16D.		Exemptions from the Listing Standards for Audit Committees			59
Item 16E.16A.		Purchases of Equity Securities by the Issuer and Affiliated PurchasersAudit Committee Financial Expert			59
Item 16F.16B.		Change in Registrant’s Certifying AccountantCode of Ethics			59
Item 16G.16C.		Corporate GovernancePrincipal Accountant Fees and Services			59
Item 16H.16D.		Exemptions from the Listing Standards for Audit Committees			Mine Safety Disclosure			5960
PART III.Item 16E.		Purchases of Equity Securities by the Issuer and Affiliated Purchasers			60
Item 16F.		Change in Registrant’s Certifying Accountant			60
Item 16G.		Corporate Governance			60
Item 16H.		Mine Safety Disclosure			60
PART III.
Item 17.		Financial Statements				5960
Item 18.		Financial Statements				5960
Item 19.		Exhibits			60
Signature					61
Signature					63

PART I

This Annual Report should be read in conjunction with the consolidated financial statements and accompanying notes included in this report.

Unless otherwise indicated, references in this Annual Report to “Teekay Tankers Ltd.,” “we,” “us” and “our” and similar terms refer to Teekay Tankers Ltd. and/or one or more of its subsidiaries, except that those terms, when used in this Annual Report in connection with the common stock described herein, shall mean specifically Teekay Tankers Ltd. References in this Annual Report to “Teekay Corporation” refer to Teekay Corporation and/or any one or more of its subsidiaries.

In addition to historical information, this Annual Report 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 Annual Report, the words “expect,” “intend,” “plan,” “believe,” “anticipate,” “estimate” and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this Annual Report 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 below in “Item 3.Item 3 – Key Information—Information: Risk Factors”Factors and other factors detailed from time to time in other reports we file with or furnish to the U.S. Securities and Exchange Commission (or theSEC).

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 Annual Report and in our other filings made with the SEC that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

Item 1. Identity1.Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2. Offer2.Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key3.Key Information

Selected Financial Data

The following table presents, for the periods and as of the dates indicated, summary:

The selected historical financial and operating data hasits subsidiaries for fiscal years 2010 through 2014, which have been prepared on the following basis:

In connection with our initial public offering, Teekay Corporation contributed to us nine wholly owned subsidiaries, each of which owns one Aframax-class oil tanker. These transfers represented a reorganization of entities under common control and have been recorded at historical cost. Prior to these transfers to us, Teekay Corporation transferred seven of the nine tankers to seven new ship-owning subsidiaries. The accounts of the remaining two wholly owned subsidiaries and any other transactions specifically attributable to the nine vessels that, prior to the public offering, were incurred in Teekay Corporation or any of its other subsidiaries that were not transferred to us are collectively referred to asTeekay Tankers Predecessor or thePredecessor.

The information presented in the following table for the years ended December 31, 2007, 2008, 2009, and 2010 and related footnotes has been adjusted to reflect the inclusion of the financial results of the vessels we acquired from Teekay Corporation for the periods under common control of Teekay Corporation and are collectively referred to as theDropdown Predecessor. Please read Note 1 to our consolidated financial statements included in this Annual Report.

statements. The following table should be read together with, and is qualified in its entirety by reference to, (a) “Item 5.Item 5 – Operating and Financial Review and Prospects”Prospects included herein, and (b) the historical financial statements and the accompanying notes and the reportsReport of Independent Registered Public Accounting FirmsFirm thereon (which areis included herein), with respect to the fiscal years 2014, 2013 and 2012.

From time to time we have purchased vessels from Teekay Corporation. During fiscal years 2010 through 2014, we acquired from Teekay Corporation a total of 18 conventional oil and product tankers of varying size. These acquisitions were deemed to be business acquisitions between entities under common control. Accordingly, we have accounted for these transactions in a manner similar to the pooling of interest method whereby our financial statements prior to the date these vessels were acquired by us are retroactively adjusted to include the results of these acquired vessels. The periods retroactively adjusted include all periods that we and the acquired vessels were both under the common control of Teekay Corporation and had begun operations. As a result, our consolidated statements of loss for the years ended December 31, 2012, 2011 and 2010 reflect the results of operations of these vessels, referred to herein as the Dropdown Predecessor, as if we had acquired them when each respective vessel began operations under the ownership of Teekay Corporation. Please refer to Item 5 – Operating and 2009.

Our consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (orGAAP).

		Years Ended December 31,
		2010				2011				2012				2013				2014
		(in thousands, except share, per share, and fleet data)
Income Statement Data:
Revenues		$	240,350			$	215,072			$	197,429			$	170,087			$	235,593
Voyage expenses (1)			(5,301	)			(3,449	)			(4,618	)			(8,337	)			(9,984	)
Vessel operating expenses (2)			(89,083	)			(92,543	)			(96,160	)			(91,667	)			(93,022	)
Time-charter hire expense (3)			—				(4,046	)			(3,950	)			(6,174	)			(22,160	)
Depreciation and amortization			(77,317	)			(74,482	)			(72,365	)			(47,833	)			(50,152	)
General and administrative (2)			(9,187	)			(7,671	)			(7,985	)			(12,594	)			(11,959	)
Vessel impairment and net (loss) gain on sale of vessels			(1,864	)			(58,034	)			(352,546	)			(71	)			9,955
Goodwill impairment charge			—				(19,294	)			—				—				—
Income (loss) from operations			57,598				(44,447	)			(340,195	)			3,411				58,271
Interest expense			(51,140	)			(40,539	)			(20,009	)			(10,023	)			(8,741	)
Interest income			100				71				50				158				287
Realized and unrealized loss on derivative instruments			(28,684	)			(27,783	)			(7,963	)			(1,524	)			(1,712	)
Equity (loss) income			—				—				(1	)			854				5,228
Other (expenses) income			(1,016	)			(377	)			(2,063	)			(1,014	)			3,809
Net (loss) income		$	(23,142	)		$	(113,075	)		$	(370,181	)		$	(8,138	)		$	57,142
Earnings (loss) per share (4)
- Basic		$	0.37			$	(0.15	)		$	(4.54	)		$	(0.10	)		$	0.67
- Diluted		$	0.37			$	(0.15	)		$	(4.54	)		$	(0.10	)		$	0.66
Balance Sheet Data (at end of year):
Cash and cash equivalents			14,889				18,566				26,341				25,646				162,797
Investment in term loans and interest receivable on term loans			117,825				118,598				119,385				136,061				—
Vessels and equipment (5)			1,435,478				1,310,496				885,992				859,308				828,291
Total assets			1,678,423				1,641,469				1,105,656				1,097,529				1,165,359
Total debt (6)			1,158,801				999,930				739,293				755,957				666,458
Common stock and additional paid in capital			481,336				588,441				672,560				673,217				802,650
Total equity			440,791				578,164				302,183				284,672				455,723
Cash Flow Data:
Cash and cash equivalents provided by (used in):
Operating cash flow			58,402				24,020				27,542				6,202				13,603
Financing cash flow			48,051				(16,006	)			(13,905	)			(1,097	)			13,721
Investing cash flow			(101,996	)			(4,337	)			(5,862	)			(5,800	)			109,827
Number of outstanding shares of common stock at the end of the period			51,986,744				61,876,744				83,591,030				83,591,030				112,064,036
Other Financial Data:
Net revenues (7)			235,049				211,623				192,811				161,750				225,609
EBITDA (8)			105,215				1,875				(277,857	)			49,560				115,748
Adjusted EBITDA (8)			135,763				106,986				82,652				53,039				106,896
Capital expenditures
Expenditures for vessels and equipment			(11,987	)			(4,337	)			(2,518	)			(1,904	)			(2,063	)
Expenditures for dry docking			(9,311	)			(3,197	)			(7,003	)			(19,245	)			(17,072	)
Fleet Data:
Average number of tankers(9)
Suezmax			10.0				10.0				10.0				10.0				10.0
Aframax			13.0				12.7				13.0				12.6				13.4
Product			6.0				6.0				6.0				6.0				7.6
VLCC			—				—				—				0.5				0.8

(2)

Vessel operating expenses include crewing, repairs and maintenance, insurance, stores, lube oils, and communication expenses among others. In order to more closely align our presentation to that of many of our peers, the cost of ship management activities of $5.6 million for year ended December 31, 2014 has been presented in vessel operating expenses. Prior to 2013, we included these amounts in general and administrative expenses. All such costs incurred in comparative periods have been reclassified from general and administrative expenses to vessel operating expenses to conform to the presentation adopted in the current period. The amounts reclassified for the years ended December 31, 2013, 2012, 2011 and 2010 were $5.6 million, $7.0 million, $8.5 million and $7.4 million, respectively.

(3)	Time-charter hire expense includes vessel operating leaseslease expense incurred to charter-in vessels.

(4)

For the years ended December 31, 2007, 2008, 2009, 2010 and 2011, earnings Earnings (loss) per common share is determined by dividing (a) net income (loss) after deducting(deducting) adding the amount of net income (loss) attributable to the Dropdown Predecessor by (b) the weighted averageweighted-average number of shares outstanding during the applicable period. For periods prior to December 18, 2007,The calculation of weighted-average number of shares includes the total Class A and total Class B shares outstanding during the applicable period. The computation of diluted earnings per share assumes the exercise of all dilutive stock options and restricted stock units using the treasury stock method. The computation of diluted loss per share does not assume such shares are deemed equal to the 15,000,000 common shares received by Teekay Corporation in exchange for net assets it contributed to us in connection with our initial public offering.exercises.

(5)	Vessels and equipment consists of (a) vessels, at cost less accumulated depreciation, and (b) advances on any newbuildings.

(6)	Total debt includes the current and long-term portion of debt, and amounts due to affiliates.

(7)

Consistent with general practice in the shipping industry, we use “net revenues” (defined as revenues less voyage expenses) as a measure of equating revenues generated from voyage charters to revenues generated from time charters, which assists us in making operating decisions about the deployment of our vessels and their performance. Under time charters the charterer pays the voyage expenses, whereas under voyage charters the ship-owner pays these expenses. Some voyage expenses are fixed, and the remainder can be estimated. If we, as the ship owner, pay the voyage expenses, we typically pass the approximate amount of these expenses on to our customers by charging higher rates under the contract to them. As a result, although revenues from different types of contracts may vary, the net revenues are comparable across the different types of contracts. We principally use net revenues, a non-GAAP financial measure, because it provides more meaningful information to us than revenues, the most directly comparable GAAP financial measure. Net revenues are also widely used by investors and analysts in the shipping industry for comparing financial performance between companies and to industry averages. The following table reconciles net revenues with revenues.revenues:

Neither EBITDA nor Adjusted EBITDA, which are non-GAAP measures, should be considered an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA and Adjusted EBITDA exclude some, but not all, items that affect net income and operating income, and these measures may vary among other companies. Therefore, EBITDA and Adjusted EBITDA as presented in this Annual Report may not be comparable to similarly titled measures of other companies.

		Years Ended December 31,
		2007				2008				2009				2010				2011
Reconciliation of “EBITDA” to “Net operating cash flow”
Net operating cash flow			42,891				146,078				91,825				58,391				55,105
Interest expense, net of interest income			22,263				31,081				12,012				7,416				4,128
Expenditures for dry docking			5,155				11,622				11,485				6,190				—
Net loss on sale of vessels			—				—				—				(1,864	)			—
Goodwill impairment			—				—				—				—				(13,310	)
Unrealized (loss) gain on derivative instruments			—				(14,199	)			9,033				(4,955	)			(5,330	)
Change in working capital			20,456				(10,464	)			(24,678	)			3,238				(2,202	)
Other cash flows, net			(196	)			314				(423	)			764				(143	)
EBITDA		$	90,569			$	164,432			$	99,254			$	69,180			$	38,248
Net loss on sale of vessels			—				—				—				1,864				—
Goodwill impairment			—				—				—				—				13,310
Realized and unrealized loss (gain) on derivative instruments			—				16,232				(4,310	)			10,536				11,444
Adjusted EBITDA		$	90,569			$	180,664			$	94,944			$	81,580			$	63,002

		Years Ended December 31,
		2010				2011				2012				2013				2014
Reconciliation of “Adjusted EBITDA” to “Net operating cash flow”
Net operating cash flow		$	58,402			$	24,020			$	27,542			$	6,202			$	13,603
Interest expense, net of interest income			51,040				40,468				19,959				9,865				8,454
Expenditures for dry docking			9,311				3,197				7,003				19,245				17,072
Realized loss on derivative instruments			14,859				39,021				9,543				9,887				9,993
Change in working capital			1,961				833				19,794				6,586				51,679
Other cash flows, net			190				(553	)			(1,189	)			(630	)			6,704
Fair value on initial recognition of stock purchase warrant			—				—				—				—				(3,420	)
Dilution gain on equity accounted investment			—				—				—				—				(2,054	)
Adjustments related to equity accounted investments			—				—				—				1,884				4,865
Adjusted EBITDA		$	135,763			$	106,986			$	82,652			$	53,039			$	106,896

Risk Factors

We may be unableSome of the following risks relate principally to pay dividends

Our board of directors has adopted a dividend policy to pay a variable quarterly dividend equalthe industry in which we operate and to our Cash Available for Distribution from the previous quarter, subject to any reserves the board of directors may from time to time determine are required for prudent conduct of its business.Cash Available for Distribution represents net income (loss), plus depreciation and amortization, unrealized losses from derivatives, non-cash items and any write-offs or other non-recurring items, less unrealized gains from derivatives and net income attributablebusiness in general. Other risks relate principally to the historical results of vessels acquired by us from Teekay Corporation, priorsecurities market and to their acquisition by us, for the period when these vessels were owned and operated by Teekay Corporation. The amount of Cash Available for Distribution principally depends upon the amount of cash we generate from our operations, which may fluctuate from quarter to quarter based upon, among other things:

The actual amount of Cash Available for Distribution also will depend upon other factors, such as:

In addition, the declaration and payment of dividends is subject at all times to the discretion of our board of directors and compliance with the laws of the Republic of The Marshall Islands.

We depend significantly upon spot chartersevents described in this section could materially and any decrease in spot-charter rates may adversely affect our earningsbusiness, financial condition, operating results and our ability to pay dividends

Our fleet is comprised of nine owned double-hull Aframax tankersdistributions on, and six owned double-hull Suezmax tankers, as well as two Aframax vessels time-chartered in from third parties, and a 50% ownership interest in one VLCC newbuilding scheduled to deliver during the second quarter of 2013. As of March 1, 2012, eight of these vessels were operating in the spot market through participation in pooling arrangements managed, in whole or in part, by subsidiaries of Teekay Corporation. In addition, we may employ in the spot market any additional vessels that we may acquire in the future or existing vessels upon the expiration of related time charters. Although the number of vessels in our fleet that participate in the spot market will vary from time to time, we anticipate that a significant portiontrading price of our fleet will participate in this market. As a result, our financial performance will be significantly affected by conditions in the oil tanker spot market and only our vessels that operate under fixed-rate time charters may, during the period such vessels operate under such time charters, provide a fixed source of revenue to us.common stock.

The spot market is highly volatile and fluctuates based upon tanker and oil supply and demand. The successful operation of our vessels in the spot market depends upon, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and traveling unladen to pick up cargo. In the past, there have been periods when spot rates have declined below the operating cost of vessels. Future spot rates may decline significantly and may not be sufficient to enable our vessels trading in the spot market to operate profitably or for us to pay dividends.

We may hedge our exposure to the spot market’s volatility by entering into financial instruments such as freight forward agreements with respect to one or more of our tankers. This hedging technique, which would guarantee minimum revenues for the tankers subject to the agreements, could limit our profits during periods of rising spot-charter rates.

The cyclical nature of the tanker industry may lead to volatile changes in-charterin charter rates, and significant fluctuations in the utilization of our vessels, which may adversely affect our earnings.

Historically, the tanker industry has been cyclical, experiencing volatility in profitability due to changes in the supply of and demand for tanker capacity and changes in the supply of and demand for oil and oil products. The cyclical nature of the tanker industry may cause significant increases or decreases in the revenues we earn from our vessels and may also cause significant increases or decreases in the value of our vessels. If the tanker market is depressed, our earnings and Cash Available for Distribution may decrease. Our exposure to industry business cycles is more acute because of our exposure to the spot tanker market, which is more volatile than the tanker industry generally. Our ability to operate profitably in the spot market and to recharter our other vessels upon the expiration or termination of their charters will depend upon, among other factors, economic conditions in the tanker market.

The factors affecting the supply of and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.

Key factors that influence the supply of tanker capacity include:

Key factors that influence demand for tanker capacity include:

Key factors that influence the supply of tanker capacity include:

Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price and the supply of, and demand for, tanker capacity. Changes in demand for transportation of oil over longer distances and in the supply of tankers to carry that oil may materially affect our revenues, profitability and cash flows.

EconomicA continuation of the recent significant declines in oil prices may adversely affect our growth prospects and results of operations.

Global crude oil prices have significantly declined since mid-2014. A continuation of lower oil prices or a further decline in oil prices may adversely affect our business, results of operations and financial condition and our ability to pay dividends, as a result of, among other things:

Changes in the oil markets could result in decreased demand for our vessels and services.

Demand for our vessels and services in transporting oil depends upon world and regional oil markets. Any decrease in shipments of crude oil in those markets could have a material adverse effect on our business, financial condition and results of operations. Historically, those markets have been volatile as a result of the many conditions and events that affect the price, production and transport of oil, including competition from alternative energy sources. Past slowdowns of the U.S. and world economies have resulted in reduced consumption of oil products and decreased demand for our vessels and services, which reduced vessel earnings. Additional slowdowns could have similar effects on our operating results and may limit our ability to expand our fleet.

Changes in the spot tanker market may result in significant fluctuations in the utilization of our vessels and our profitability.

During 2014 and 2013, we derived approximately 65.1% and 46.3%, respectively, of our net revenues from vessels operating, directly or by means of participation in pooling agreements (which includes vessels operating under charters with an initial term of less than one year). Due to our involvement in the spot-charter market, declining spot rates in a given period generally will result in corresponding declines in our operating results for that period.

The spot-charter market is highly volatile and fluctuates based upon tanker and oil supply and demand. The successful operation of our vessels in the spot-charter market depends upon, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. Future spot rates may not be sufficient to enable our vessels trading in the spot tanker market to operate profitably or to provide sufficient cash flow to service our debt obligations.

The operation of a significant number of our tankers in the Gemini Suezmax Pool, Teekay Aframax Pools, Taurus Tankers LR2 Pool and Norient Product Pool could limit our earnings.

As of December 31, 2014, ten of our Suezmax tankers, three of our owned and seven of our time-chartered in Aframax tankers, and three of our owned and four of our time-chartered in LR2 product tankers operated in, and generated revenues to us through participation in, a Suezmax tanker pooling arrangement (theGemini Suezmax Pool), two Aframax tanker revenue sharing arrangements (theTeekay Aframax Pools), and an LR2 product tanker pooling arrangement (theTaurus Tankers LR2 Pool), respectively. The Teekay Aframax Pools and Taurus Tankers LR2 Pool are each managed by Teekay Tanker Operations Ltd. (orTTOL), in which Teekay Corporation and we each have a 50% interest, while the Gemini Suezmax Pool is owned 50% by TTOL. In addition, as of December 31, 2014, two of our MR product tankers operated in the Norient Product Pool, which is managed by a third party unaffiliated with Teekay Corporation. Pooling arrangements are designed to spread the costs and risks associated with commercial management of vessels and to share the net revenues earned by all of the vessels in the pool. Although the net revenues are apportioned based on the actual earning days each vessel is available and the relative

performance capabilities of each vessel, a pool may include vessels that do not perform as well in actual operation as our vessels. As a result, our share of the net pool revenues may be less than what we could earn operating our vessels independently. Certain vessels of Tanker Investments Ltd. (TIL), in which we have an ownership interest, also participate in some of these pooling arrangements.

The removal of any vessels from the Gemini Suezmax Pool, Teekay Aframax Pools, Taurus Tankers LR2 Pool, Norient Product Pool or any other pooling arrangement in which we participate may adversely affect our operating results.

Participants in the Gemini Suezmax Pool, including third parties, have each agreed to include in the pool certain qualifying Suezmax-class crude tankers of the pool participants and their respective affiliates, including us, that operate in the spot market or pursuant to time charters of less than one year. We and Teekay Corporation have each committed to include in the Teekay Aframax Pools all of our and its respective Aframax-class crude tankers that are employed in the spot market or operate pursuant to time charters of less than 90 days. Participants in the Taurus Tankers LR2 Pool, including third parties, have each agreed to include in the pool certain qualifying LR2 product tankers of the pool participants and their respective affiliates, including us, that operate in the spot market or pursuant to time charters of less than one year. Participants in the Norient Product Pool, including third parties, have each agreed to include in that pool certain qualifying MR product tankers of the pool participants and their respective affiliates, including us, that operate in the spot market or pursuant to time charters of less than one year. If we or any participant remove vessels from any pooling arrangement in which we participate to operate under longer-term time charters, the benefits to us of the pooling arrangements could diminish. In addition, the European Union is in the process of substantially reforming the way it regulates traditional agreements for maritime services from an antitrust perspective. These changes may impose new restrictions on the way pools are operated or may prohibit pooling arrangements altogether. If for any reason our vessels, Teekay Corporation’s vessels, or any third party vessels cease to participate in any pooling arrangement in which we participate, or if the pooling arrangements are significantly restricted, we may not achieve the benefits intended by pool participation and our results of operations could be harmed.

Our failure to renew or replace fixed-rate charters could cause us to trade the related vessels in the spot market, which could adversely affect our operating results and make them more volatile.

As of December 31, 2014, a total of eight of our tankers and one jointly-owned vessel operated under fixed-rate time-charter contracts, five of which are scheduled to expire in 2015, three in 2016, and one in 2018, respectively. If upon their scheduled expiration or any early termination we are unable to renew or replace fixed-rate charters on favorable terms, if at all, or if we choose not to renew or replace these fixed-rate charters, we may employ the vessels in the volatile spot market. Increasing our exposure to the spot market, particularly during periods of unfavorable market conditions, could harm our results of operations and make them more volatile.

Our vessels operate in the highly competitive international tanker market.

The operation of oil tankers and transportation of crude oil and refined petroleum products are extremely competitive businesses. Competition arises primarily from other tanker owners, including major oil companies and independent tanker companies, some of which have substantially greater financial strength and capital than do we or than does Teekay Corporation. Competition for the transportation of oil and oil products can be intense and depends on price and the location, size, age, condition of the tanker and the acceptability of the tanker and its operators to the charterers. Our competitive position may erode over time.

Our operating results are subject to seasonal fluctuations.

Our tankers operate in markets that have historically exhibited seasonal variations in tanker demand and, therefore, in spot-charter rates. This seasonality may result in quarter-to-quarter volatility in our results of operations. Tanker markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere but weaker in the summer months as a result of lower oil consumption in the northern hemisphere and refinery maintenance. In addition, unpredictable weather patterns during the winter months tend to disrupt vessel scheduling, which historically has increased oil price volatility and oil trading activities in the winter months. As a result, revenues generated by the tankers in our fleet have historically been weaker during the fiscal quarters ended June 30 and September 30, and stronger in our fiscal quarters ended December 31 and March 31.

Future economic downturns, including disruptions in the global credit markets, could adversely affect our ability to grow.

Economic downturns and financial crises in the global markets could produce illiquidity in the capital markets, market volatility, heightened exposure to interest rate and credit risks, and reduced access to capital markets. If global financial markets and economic conditions significantly deteriorate in the future, we may face restricted access to the capital markets or bank lending, which may make it more difficult and costly to fund future growth. Decreased access to such resources could have a material adverse effect on our business, financial condition and results of operations.

Economic downturns may affect our customers’ ability to charter our vessels and pay for our services and may adversely affect our business and results of operations.

Economic downturns in the global financial markets may lead to a decline in our customers’ operations or ability to pay for our services, which could result in decreased demand for our vessels and services. Our customers’ inability to pay could also result in their default on our current contracts and charters. A decline in the amount of services requested by our customers or their default on our contracts with them could have a material adverse effect on our business, financial condition and results of operations.

Our abilityExposure to grow may be adversely affected bycurrency exchange rate fluctuations could result in fluctuations in our dividend policy.operating results.

Our dividend policy requires us to distributeprimary economic environment is the international shipping market, which utilizes the U.S. Dollar as its functional currency. Consequently, virtually all of our Cash Available for Distribution on a quarterly basis, subject to any reserves that our board of directors may determine are required for prudent conduct of its business. Accordingly, our growth, if any, may not be as fast as businesses that reinvest their cash to expand ongoing operations. In determiningrevenues and the amount of Cash Available for Distribution, our board of directors will consider contingent liabilities, the termsmajority of our credit facilities,expenses are in U.S. Dollars. However, we incur certain voyage expenses, vessel operating expenses, and general and administrative expenses in foreign currencies, the most significant of which are the Euro, Canadian Dollar and British Pound. This partial mismatch in revenues and expenses could lead to fluctuations in our other cash needs and the requirements of Marshall Islands law. We believe that we will generally finance any maintenance and expansion capital expenditures from cash balances or external financing sources (including borrowings under credit facilities and potential debt or equity issuances). To the extent we do not have sufficient cash reserves or are unablenet income due to obtain financing for these purposes, our dividend policy may significantly impair our ability to meet our financial needs or to grow.

We must make substantial capital expenditures to maintain the operating capacity of our fleet, which may reduce the amount of cash for dividends to our stockholders.

We must make substantial capital expenditures to maintain the operating capacity of our fleet and we generally expect to finance these maintenance capital expenditures with cash balances or undrawn credit facilities. We anticipate growing our fleet through the acquisition of tankers from third parties or the acquisition of additional tankers which Teekay Corporation has agreed to offer us, or other tankers we expect Teekay Corporation will offer us from time to timechanges in the future, which would increase the level of our maintenance capital expenditures. Subsequent to our initial public offering, we have acquired two Aframax tankers and six Suezmax tankers from Teekay Corporation.

Maintenance capital expenditures include capital expenditures associated with dry docking a vessel, modifying an existing vessel or acquiring a new vessel to the extent these expenditures are incurred to maintain the operating capacity of our fleet. These expenditures could increase as a result of changes in:

In addition, maintenance capital expenditures will vary significantly from quarter to quarter based on the number of vessels dry docked during that quarter. Significant maintenance capital expenditures may reduce the amount of any dividends to our stockholders.

We will be required to make substantial capital expenditures to expand the size of our fleet. We generally will be required to make significant installment payments for any acquisitions of newbuilding vessels prior to their delivery and generation of revenue. Depending on whether we finance our expenditures through cash from operations or by issuing debt or equity securities, our ability to pay dividends may be diminished, our financial leverage could increase or our stockholders’ ownership interest in us could be diluted.

We will be required to make substantial capital expenditures to increase the size of our fleet. We intend to expand our fleet by acquiring tankers from third parties or from Teekay Corporation. Our acquisitions may also include newbuilding vessels (ornewbuildings). We generally will be required to make installment payments on any newbuildings prior to their delivery. We typically would pay 20% of the purchase price of a tanker upon signing the purchase contract, even though delivery of the completed vessel will not occur until much later (approximately two to three years from the order). To fund expansion capital expenditures, we may be required to use cash balances or cash from operations, incur borrowings or raise capital through the sale of debt or additional equity securities. Use of cash from operations will reduce the amount of cash for dividends to our stockholders. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering, as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. Our failure to obtain funds for capital expenditures could have a material adverse effect on our business, results of operations and financial condition and on our ability to pay dividends. Even if we are successful in obtaining the necessary funds, the terms of such financings could limit our ability to pay dividends to stockholders. In addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional equity securities may result in significant stockholder ownership or dividend dilution.

Changes in the oil markets could result in decreased demand for our vessels and services.

Demand for our vessels and services in transporting oil depends upon world and regional oil markets. Any decrease in shipments of crude oil in those markets could have a material adverse effect on our business, financial condition and results of operations. Historically, those markets have been volatile as a result of the many conditions and events that affect the price, production and transport of oil, including competition from

alternative energy sources. Past slowdownsvalue of the U.S. and world economies have resulted in reduced consumption of oil products and decreased demand for our vessels and services, which reduced vessel earnings. Additional slowdowns could have similar effects on our operating results and may limit our abilityDollar relative to expand our fleet.

Terrorist attacks, piracy, increased hostilities or war could lead to further economic instability, increased costs and disruption of business.

Terrorist attacks, piracy and the current conflicts in the Middle East, and other current and future conflicts, may adversely affect our business, operating results, financial condition, and ability to raise capital and future growth. Continuing hostilities in the Middle East may lead to additional armed conflicts or to further acts of terrorism and civil disturbance in the United States or elsewhere, which may contribute further to economic instability and disruption of oil production and distribution, which could result in reduced demand for our services.

In addition, oil facilities, shipyards, vessels, pipelines, oil fields or other infrastructure could be targets of future terrorist attacks and our vessels could be targets of pirates or hijackers. Any such attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage, increased vessel operational costs, including insurance costs, and the inability to transport oil to or from certain locations. Terrorist attacks, war, piracy, hijacking or other events beyond our control that adversely affect the distribution, production or transportation of oil to be shipped by us could entitle customers to terminate the charters which would harm our cash flow and business.

Acts of piracy on ocean-going vessels have recently increased in frequency, which could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea and the Gulf of Aden off the coast of Somalia. In recent years, the frequency and severity of piracy incidents has significantly increased, particularly in the Gulf of Aden and Indian Ocean. If these piracy attacks result in regions in which our vessels are deployed being named on the Joint War Committee Listed Areas, war risk insurance premiums payable for such coverage can increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including costs which may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost or unavailability of insurance for our vessels, could have a material adverse impact on our business, financial condition and results of operations.

We depend on Teekay Corporation to assist us in operating our business and competing in our markets, and our business will be harmed if Teekay Corporation fails to assist us.

We have entered into a long-term management agreement (or theManagement Agreement) with Teekay Tankers Management Services Ltd. (our Manager), a subsidiary of Teekay Corporation, pursuant to which our Manager provides to us commercial, technical, administrative and strategic services, including vessel maintenance, crewing, purchasing, shipyard supervision, insurance and financial services. Our operational success and ability to execute our growth strategy depend significantly upon the satisfactory performance of these services by our Manager. Our business will be harmed if our Manager fails to perform these services satisfactorily, if it stops providing these services to us or if it terminates the Management Agreement, as it is entitled to do under certain circumstances. The circumstances under which we are able to terminate the Management Agreement are extremely limited and do not include mere dissatisfaction with our Manager’s performance. In addition, upon any termination of the Management Agreement, we may lose our ability to benefit from economies of scale in purchasing supplies and other advantages that we believe our relationship with Teekay Corporation provides. Furthermore, the profitable operation of our tankers that participate in tanker pooling arrangements depends largely on the efforts of the pool managers, Teekay Corporation’s participation in the pooling arrangements and its reputation and relationships in the shipping industry. Under the pooling arrangements, the earnings and voyage expenses of all of the vessels in pools are aggregated, or pooled, and divided according to an agreed formula. If Teekay Corporation suffers material damage to its reputation or relationships, it may harm our ability to:

If our ability to do any of the things described above is impaired, it could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to stockholders.

The operation of a significant number of our tankers in the Teekay Pool and the Gemini Pool could limit our earnings.

As of March 1, 2012, five of our Aframax tankers and three of our Suezmax tankers operated in, and generated revenues to us through participation in, an Aframax tanker revenue sharing arrangement (theTeekay Pool) and a Suezmax tanker pooling arrangement (theGemini Pool), respectively, each managed, in whole or in part, by subsidiaries of Teekay Corporation. Pooling arrangements are designed to spread the costs and risks associated with commercial management of vessels and to share the net revenues earned by all of the vessels in the pool. Although the net revenues are apportioned based on the actual earning days each vessel is available and, with respect to the Teekay Pool, the relative performance capabilities of each vessel as well, a pool may include vessels that do not perform as well in actual operation as our vessels. As a result, our share of the net pool revenues may be less than what we could earn operating our vessels independently.currencies.

The removal of any vessels from the Teekay Pool, the Gemini Pool, or any other pooling arrangement may adversely affect our operating results and ability to pay dividends.

We and Teekay Corporation have each committed to include in the Teekay Pool all of our and its respective Aframax-class crude tankers that are less than 15 years old and employed in the spot market or operate pursuant to time charters of less than 90 days. Participants in the Gemini Pool, including Teekay Corporation and third parties, have each agreed to include in the pool certain qualifying Suezmax-class crude tankers of the pool participants and their respective affiliates, including us that operate in the spot market or pursuant to time charters of less than one year. If we or Teekay Corporation remove vessels from the Teekay Pool or the Gemini Pool to operate under longer-term time charters, the benefits to us of the pooling arrangements could diminish. In addition, the European Union is in the process of substantially reforming the way it regulates traditional agreements for maritime services from an antitrust perspective. These changes may impose new restrictions on the way pools are operated or may prohibit pooling arrangements altogether. If for any reason our vessels, Teekay Corporation’s vessels, or any third party vessels cease to participate in the Teekay Pool, the Gemini Pool or another pooling arrangement, or if the pooling arrangements are significantly restricted, we may not achieve the benefits intended by pool participation and our results of operations and ability to pay dividends could be harmed.

Our failure to renew or replace fixed-rate charters could cause us to trade the related vessels in the spot market, which could adversely affect our operating results and make them more volatile.

As of March 1, 2012, nine of our tankers operated under fixed-rate time-charter contracts, seven of which are scheduled to expire in 2012, one in 2013, and one in 2014. If upon their scheduled expiration or any early termination we are unable to renew or replace fixed-rate charters on favorable terms, if at all, or if we choose not to renew or replace these fixed-rate charters, we may employ the vessels in the volatile spot market. Increasing our exposure to the spot market, particularly during periods of unfavorable market conditions, could harm our results of operations and make them more volatile.

Our vessels operate in the highly competitive international tanker market.

The operation of oil tankers and transportation of crude oil and refined petroleum products are extremely competitive businesses. Competition arises primarily from other tanker owners, including major oil companies and independent tanker companies, some of which have substantially greater financial strength and capital than do we or Teekay Corporation. Competition for the transportation of oil and oil products can be intense and depends on price and the location, size, age, condition of the tanker and the acceptability of the tanker and its operators to the charterers. Our competitive position may erode over time.

We may not be able to grow or to manage our growth effectively.

One of our principal strategies is to continue to grow by expanding our operations and adding vessels to our fleet. Our future growth will depend upon a number of factors, some of which are beyond our control. These factors include our ability to:

In addition, competition from other companies, many of which have significantly greater financial resources than do we or than does Teekay Corporation, may reduce our acquisition opportunities or cause us to pay higher prices. Our failure to effectively identify, purchase, develop and integrate any tankers or businesses could adversely affect our business, financial condition and results of operations.

We may not realize expected benefits from acquisitions, and implementing our growth strategy through acquisitions may harm our financial condition and performance.

Any acquisition of a vessel or business may not be profitable at or after the time of acquisition and may not generate cash flows sufficient to justify the investment. In addition, our acquisition growth strategy exposes us to risks that may harm our business, financial condition and operating results, including risks that we may:

Unlike newbuildings, existing vessels typically do not carry warranties as to their condition. While we generally inspect existing vessels prior to purchase, such an inspection would normally not provide us with as much knowledge of a vessel’s condition as we would possess if it had been built for us and operated by us during its life. Repairs and maintenance costs for existing vessels are difficult to predict and may be substantially higher than for vessels we have operated since they were built. These costs could decrease our cash flows and liquidity, and harm our financial condition and performance.

Over time, the value of our vessels may decline, which could adversely affect our ability to pay dividendsobtain financing or our operating results.

Vessel values for oil tankers can fluctuate substantially over time due to our stockholders.

a number of different factors. Vessel values may decline from existing levels. If the operation of a tanker is not profitable, or if we cannot re-deploy a chartered tanker at attractive rates upon charter termination, rather than continue to incur costs to maintain and finance the vessel, we may seek to dispose of it. Our operating results are subjectinability to seasonal fluctuations.

Our tankers operate in marketsdispose of the vessel at a fair market value or the disposition of the vessel at a fair market value that have historically exhibited seasonal variations in tanker demand and, therefore, in spot-charter rates. This seasonality mayis lower than its book value could result in quarter-to-quarter volatility ina loss on its sale and adversely affect our results of operations. Tanker markets are typically strongeroperations and financial condition. In addition, three of our credit facilities contain loan-to-value financial covenants tied to the value of the vessel that collateralizes these credit facilities. A significant decline in the winter months asmarket value of these tankers may require us to pledge additional collateral to avoid a result of increased oil consumptiondefault under these credit facilities. We are required to maintain vessel value to outstanding loan principal balance ratios ranging from 105%-130%. At December 31, 2014, we were in the northern hemisphere but weaker in the summer months as a result of lower oil consumption in the northern hemisphere and refinery maintenance. compliance with these requirements.

In addition, unpredictable weather patterns during the winter months tendif we determine at any time that a vessel’s future useful life and earnings require us to disruptimpair its value on our financial statements, we may need to recognize a significant charge against our earnings. Vessel values had declined significantly in prior years, which contributed to significant vessel scheduling, which historically has increased oil price volatility and oil trading activities in the winter months. As a result, revenues generated by the tankers ingoodwill impairment charges against our fleet have historically been weaker during the fiscal quarters ended June 30 and September 30, and stronger in our fiscal quarters ended December 31 and March 31.earnings.

Delays in deliveries of any newbuildings could harm our operating results.results and financial condition.

The delivery of any newbuilding that we may order could be delayed, which would delay our receipt of revenues related to the vessel. The completion and delivery of newbuildings could be delayed because of:

If delivery of a vessel is significantly delayed, it could adversely affect our results of operations and financial condition and our ability to pay dividends to our stockholders.

Over time,We will be required to make substantial capital expenditures to expand the valuesize of our fleet. We generally will be required to make significant installment payments for any acquisitions of newbuilding vessels prior to their delivery and generation of revenue. Depending on whether we finance our expenditures through cash from operations or by issuing debt or equity securities, our financial leverage could increase or our stockholders’ ownership interest in us could be diluted.

We will be required to make substantial capital expenditures to increase the size of our fleet. We intend to expand our fleet by acquiring tankers from third parties or from Teekay Corporation. Our acquisitions may decline substantially, which could adversely affect ouralso include newbuildings. We generally will be required to make installment payments on any newbuildings prior to their delivery. We typically pay 10% to 20% of the purchase price of a tanker upon signing the purchase contract, even though delivery of the completed vessel does not occur until much later (approximately two to three years from the order). To fund expansion capital expenditures, we may be required to use cash balances or cash from operations, incur borrowings or raise capital through the sale of debt or additional equity securities. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our operating results.

Vessel valuesfinancial condition at the time of any such financing or offering, as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. Our failure to obtain funds for oil tankers can fluctuate substantially over time due tocapital expenditures could have a number of different factors. Vessel values may decline substantially from existing levels, and have declined over the past few years. If the operation of a tanker is not profitable, or if we cannot re-deploy a chartered tanker at attractive rates upon charter termination, rather than continue to incur costs to maintain and finance the vessel, we may seek to dispose of it. Inability to dispose of vessels at a reasonable value could result in a lossmaterial adverse effect on their sale and could adversely affect our business, results of operations and financial condition. Even if we are successful in obtaining the necessary funds, incurring additional debt may significantly increase our interest expense and financial leverage, which could limit our financial flexibility and ability to pursue other business opportunities. In addition, oneissuing additional equity securities may result in significant stockholder ownership dilution and would increase the aggregate amount of our credit facilities contains loan-to-value financial covenants tied to the value of one vessel that collateralizes this credit facility. Significant decline in the market value of this tanker may require us to pledge additional collateral to avoid a default under this credit facility. We arecash required to maintain vessel value to outstanding loan principal balance ratio of 115% for this facility. At December 31, 2011 we were in compliance with this requirement.pay quarterly dividends.

Further, if we determine at any time that a vessel’s future useful life and earnings require us to impair its value on our financial statements, we may need to recognize a significant charge against our earnings. Vessel values have declined significantly in recent years, and have contributed to goodwill impairment charges against our earnings.

Default by the borrower of the term loans in which we have invested could adversely affect our cash flows and financial condition.

We have invested in term loans with a total principal amount outstanding of $115.0 million as of December 31, 2011. We receive quarterly interest payments on the loans and the total loans outstanding will be due in 2013. The term loans are collateralized by first priority mortgages on VLCCs, together with other related security. If the borrower of these term loans defaults on its interest or principal payments for economic or other reasons, our cash flow would be reduced and we could suffer losses if the value of the collateral is insufficient to recover any outstanding principal and unpaid interest.

An increase in operating costs could adversely affect our cash flows and financial condition.

We have entered into a long-term management agreement (or theManagement Agreement) with Teekay Tankers Management Services Ltd. (our Manager), a subsidiary of Teekay Corporation. Under ourthe Management Agreement, we must reimburse our Manager for vessel operating expenses (including crewing, repairs and maintenance, insurance, stores, lube oils and communication expenses), and in addition for spot or voyage charters, voyage expenses (including bunker fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and conversions). These expenses depend upon a variety of factors, many of which are beyond our or our Manager’s control. Some of these costs, primarily relating to fuel, insurance and enhanced security measures, have been increasing and may increase in the future. Increases in any of these costs would decrease our earnings and adversely affect our cash flows and financial condition.

Financing agreements containing operating and financial restrictions may decreaserestrict our business and financing activities.

The operating and financial restrictions and covenants in our revolving credit facilities, term loans and in any of our future financing agreements could adversely affect our ability to finance future operations or capital needs or to pursue and expand our business activities. For example, these financing arrangements may restrict our ability to: