13D Filing: Huber Capital Management and Teekay Tankers Ltd (TNK)

UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO

RULE 13d-2(a)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of
this Statement)

If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. X

Note: Schedules filed in paper
format shall include a signed original and five copies of this schedule, including all exhibits. See §§240.13d-7
for other parties to whom copies are to be sent.

(continued on following pages)

(Page 1 of 14 Pages)

_______

*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).

This Statement on Schedule 13D relates
to shares of Class A common stock (the “Class A Shares”) of Teekay Tankers
Ltd., a corporation organized under the laws of the Republic of the Marshall Islands (the “Issuer”), with principal
executive offices at 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton HM 08, Bermuda.

The foregoing persons are hereinafter collectively
referred to as the “Reporting Persons.”

HCM caused HCM’s clients to acquire the Class A Shares
held in such client’s accounts using client funds. Mr. Huber acquired his Class A Shares with personal funds.

The Class A Shares were acquired for investment purposes. The
Reporting Persons may cause further acquisitions of additional Class A Shares or sales of Class A Shares through (i) purchases
or sales from time to time in the open market at prices prevailing in the market at the time of such purchases or sales, (ii) privately
negotiated transactions at prices which may or may not be related to prices prevailing in the open market at the time of such purchases
or sales, or (iii) a combination of open market and privately negotiated transactions.

Such acquisition or sale of additional Class A Shares on behalf
of the Reporting Persons clients will be, in all cases, subject to the availability of shares at prices deemed by such Reporting
Persons to be reasonable and consistent with prudent investment criteria and to general economic circumstances. As prices and economic
factors are not expected to be static, there can be no assurances that the Reporting Persons will cause the purchase or sale of
any additional Class A Shares or that the Reporting Persons will be causing the purchase or sale of additional Class A Shares at
any given time, nor can there be any prediction regarding the number of Class A Shares over which the Reporting Persons will have
voting or dispositive power at any given time or from time to time. The Reporting Persons reserve the right to cause the sale or
other disposition of any or all of these Class A Shares at any time or from time to time.

The Reporting Persons may also engage in any hedging or similar
transactions with respect to the Class A Shares.

In filing this Form 13D as of June 19, 2017, HCM is
enclosing a statement regarding HCM’s intentions in connection with a pending vote of Class A shareholders with respect
to a proposed acquisition by the Issuer of Tanker Investments Ltd. A copy of this
statement is enclosed as Exhibit B hereto.

The Reporting Persons reserve the right to formulate other plans
and/or make other proposals, and take such actions with respect to the investment in the Issuer, including any or all of the actions
set forth in paragraphs (a) through (j) of item 4 of Schedule 13D. The Reporting Persons may also at any time reconsider and change
their plans or proposals relating to the foregoing matters.

Paragraphs (a) through (j) include plans or proposals which
the Reporting Persons may have which relate to or would result in: (a) the acquisition by any person of additional securities
of the issuer, or the disposition of securities of the issuer; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) a sale or transfer of
a material amount of assets of the issuer or any of its subsidiaries; (d) any change in the present
board of directors or management of the issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization
or dividend policy of the issuer; (f) any other material change in the issuer’s business or corporate
structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company
Act of 1940; (g) changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which
may impede the acquisition of control of the issuer by any person; (h) causing a class
of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming
eligible for termination of registration pursuant to section 12(g)(4) of the Act; or (j) any action similar
to any of those enumerated above.

On behalf of its clients, HCM holds 14,563,834 shares of the
Issuer’s Class A Shares, equivalent to 10.2% of shares outstanding based on 142.2 million Class A Shares issued and outstanding
as reported in the Issuer’s Form 6-K for the quarterly period ended March 31, 2017 filed on June 13, 2017.

A.          HCM

B.          Mr.
Huber

The Reporting Persons do not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but
not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

SIGNATURE

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 19, 2017

HUBER CAPITAL MANAGEMENT, LLC

By: HUBER CAPITAL HOLDINGS LLC,

       its sole member

By: /s/ Joseph R. Huber

Joseph R. Huber

Managing Member

        /s/ Joseph R. Huber

Joseph R. Huber

EXHIBIT A

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement
on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule
13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned
acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of
the information concerning the others, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.

Dated: June 19, 2017

HUBER CAPITAL MANAGEMENT, LLC

By: HUBER CAPITAL HOLDINGS LLC,

       its sole member

By: /s/ Joseph R. Huber

Joseph R. Huber

Managing Member

        /s/ Joseph R. Huber

Joseph R. Huber

EXHIBIT B

STATEMENT OF HUBER CAPITAL MANAGEMENT,
LLC

Executive Summary

Huber Capital Management (Huber Capital)
is communicating, under the current proposal, its intention to vote against the proposed issuance of Class A shares. Huber Capital
is currently a holder of approximately 10.2% of the Class A shares outstanding. The pending transaction requires approval by a
majority of Class A Shareholders to authorize the issuance of additional Class A shares above TNK’s currently authorized
limit. Our decision to vote against the transaction has been influenced by what we believe to be the continued sub-optimal capital
deployment strategy of paying as much or more than any other potential buyer for assets controlled by or related to TNK’s
parent company Teekay Corporation.

While Huber Capital fully understands TNK’s
current liquidity profile, we believe that Class A shareholders would recognize a materially higher rate of return on capital over
the long run if capital were deployed through share repurchases as opposed to purchasing related party assets at prices at or above
what others are willing to pay. The control nature of Teekay Tankers’ dual share class structure prevents Class A holders
from fully exercising their pro rata share on proxy decisions, however, this is our last best chance to convince the board to act
in our best interest and not in what we believe to be the best interest of other Teekay Corporation related parties.

Poor share price performance has gone hand
in hand with poor capital allocation at Teekay Tankers. Since the fourth quarter 2015 Teekay Tankers has issued over 11 million
shares of Class A Equity through a Continuous Offering Program and 13.8 Million of super voting Class B Shares for an acquisition
of a related party entity. Now TNK is proposing the issuance of an additional 88.9 million Class A Shares for the TIL transaction.

The equity issuances since the fourth quarter
2015 and the resulting liquidity generated, in our view, has been mostly used to fund related party transactions. In December 2015,
Teekay completed a related-party acquisition of two purpose-built Lightering Aframax tankers from a deeply liquidity-constrained
sister entity. This transaction further leveraged TNK’s balance sheet and used up $30 million of Teekay Tankers’ liquidity.
This occurred during a period that the board and management repeatedly claimed that their number one priority was to deleverage
the balance sheet.

The following is a list of events over
the last 18 months detailing what we believe are Teekay Tankers’ missteps when it comes to capital allocation:

November
2015 – Teekay Tankers implemented a new continuous offering program (COP) under which the Company may issue new common
shares at market prices up to a maximum aggregate amount
of $80 million. During the fourth quarter of 2015, the Company sold an aggregate of 2,045,000 common shares under the COP, generating
net proceeds of approximately $14.3 million. This capital was ultimately used for the December acquisition of two related party
vessels.

December 15, 2015 –
Teekay Corporation, Teekay LNG Partners L.P., and Teekay Offshore Partners L.P. all cut their quarterly dividends to account for
high CapEx budgets and reduced cash flows. Teekay Tankers, in a much better financial position than their related entities, effectively
raised their current dividend by changing their policy to be a variable range of between 30% and 50% of Net Income with a $0.03
minimum quarterly payout. This change in policy indicated that at the end of 2015 a lack of liquidity wasn’t a primary concern
of the board.

December 18, 2015 –
Teekay Tankers purchased 2 purpose-built Lightering Aframax tankers from Teekay Offshore L.P. (once again, a related party) for
an aggregate purchase price of $80 million. This reflects an asset price that we believe to be at or above any other market participant
was willing to pay. The transaction was completed through the assumption of a $50 million revolving credit facility from Teekay
Offshore and $30 million of existing TNK liquidity. Despite their constant calls for delevering, management instead added debt
to the balance sheet and moved excess liquidity to a sister company through the transaction.

December
31, 2015 – Teekay Tankers had total liquidity of $111.0 million (comprised of $96.4 million in cash and cash equivalents
and $14.6 million in undrawn revolving credit facilities), compared to total liquidity of $206.2 million as of September 30, 2015.
The decrease in the Company’s liquidity position during the fourth quarter was primarily due to vessel acquisitions,
a scheduled amortization on one of the Company’s corporate revolving credit facilities, drydocking costs, and working capital
timing differences.

December
2016 / January 2017 – During December 2016 and January 2017, the Company
sold an aggregate of 8,975,172 common shares at an average price of $2.40 per share, generating net proceeds of approximately $21.2
million, of which Teekay Tankers sold 6,820,000 common shares under its continuous offering program and 2,155,172 common shares
in a private placement to Teekay Corporation in another related-party transaction.

May
31, 2017 – Teekay Tankers Ltd. announced that it agreed to acquire
all the remaining issued and outstanding shares of Tanker Investments Ltd. in a share-for-share merger at an exchange ratio of
3.30 Teekay Tankers Class A common shares for each TIL common share (Teekay Tankers owns 3.4 million common shares, or 11.3 percent,
of TIL).  This price represented over a 20% premium for TIL shares and would require TNK to issue an additional 88.9 million
of Class A shares on a prior base of approximately 142 million shares. (TNK is down approximately 74.94% since December
14, 2015)

May
31, 2017 – Teekay Tankers announced the acquisition of the remaining
50 percent ownership in Teekay Operations, from Teekay Corporation (a related party), for approximately $27 million. As compensation,
Teekay Tankers issued to Teekay Corporation approximately 13.8 million Class B common shares. Class B shares are 100% owned by
Teekay Corporation and in the last 3 years have twice been issued to Teekay Corporation as payment for related party acquisitions.
These transactions have and will help Teekay Corp maintain voting control of TNK in spite of the potential issuance of Class A
shares related to the TIL transaction.

Since the May 31, 2017 announcement of
these 2 related-party transactions, the Class A shares are down approximately another 9%, which we believe indicates the market
is not supportive of these deals as well.

We believe that the prior series of
events has contributed to the decline in TNK’s share price demonstrating that shareholders are not in favor of how TNK
is allocating their capital. In addition Huber Capital believes that Teekay Tankers’ Corporate Governance and board
construction has also contributed to the lack of timely action when it comes to prudent capital allocation policies. A large
proxy voting data and research provider appears to agree and has recommended for at least four consecutive years that votes
be withheld against several directors.  In its research, some of the board’s shortcomings are noted, including the
view that half or more of the Teekay Tankers Ltd. board would not be considered independent by the standards of the research
provider, and that when directors of a company are not independent, their ability to objectively oversee corporate
performance and executive compensation may be hindered. We believe this calls into question the board’s willingness to
set company strategy independent from management.

Huber Capital questions the independence
of the board’s “independent” directors as they have been handpicked by non-independent representatives and are
automatically elected due to the super voting rights of the Class B shares. Once again, these Class B shares are a share class
that have, on several occasions, been issued to the parent for assets that are purchased at levels at or above what market participants
have been willing to pay.

“The Largest Publicly-Listed Mid-Sized
Tanker Company”

We further believe that TNK’s apparent
empire-building program may lead the board and management to increase their salaries; as management teams with a larger number
assets are highly correlated with justification for higher compensations. While we believe that paying a robust premium of over
20% at the time of the announcement for the acquisition of the TIL assets is good for several of TNK’s related parties, it
is not the best use of capital or course to take for the Class A shareholders.

While TNK is asking for additional shares
in another above market related-party transaction, they only need approximately an additional 31 million Class A shares authorized,
yet they are asking the Class A shareholders to authorize an additional 200 million shares. While it is difficult for us to ascertain
how much more related-party assets the board and management intends to purchase, prior actions suggest to us that they are seeking
the ability to expand, in our view, their empire-building program by almost tripling the number of outstanding Class A shares from
142.2 million today to 400 million. Per the company’s own presentation, if the TIL purchase is executed, their program already
“creates largest publicly-listed mid-sized tanker company.” Just imagine how much dilution the Class A shareholder
will have as the company dilutes us from 142.2 million shares to 400 million shares.

Teekay Tankers’ management laid out
a variety of reasons for why the TIL transaction is an attractive deal for shareholders, but we view some of their arguments as
unfounded. First is the discussion of increasing Teekay Tankers’ liquidity by $117 million; at current TNK prices that liquidity
boost would costs shareholders $160 million in equity issuances and require the assumption of $309 million of debt. While liquidity
is a concern for Huber Capital, we believe that selling assets at current market values, paying off the secured portion of debt,
and unlocking excess liquidity as a far more attractive option than buying TIL assets at a premium with TNK equity that is currently
trading at a deep discount. Secondly, management claims that the deal is accretive on an earnings per share basis, however when
looking at the transaction on a Net Asset Value per Share basis, paying a premium for the TIL fleet using undervalued TNK equity
is once again a dilutive proposition. Finally, Teekay Tankers is claiming that they are lowering their all-in cash breakeven level
by $1,000 (per day, per ship), which is technically true, but only because they would be assuming debt that has a lower amortization
schedule than their current balance sheet. A better near-term debt repayment schedule doesn’t lower your long-term breakeven
levels, it simply increases leverage on an entity that already has plenty of it.

While it is clear to us that these continuous
related-party transactions raise serious red flags and their apparent empire-building strategy has not paid off (at least for the
Class A shareholders), we would hope that the board would take these simple minimal actions as fiduciaries of the Class A shareholders:

As a Class A shareholder, HCM intends to
signal to the board through our voting power that without proper governance or capital allocation policy in place to maximize the
value of Class A shareholders, that we cannot support yet another related-party transaction to grow Teekay Tankers’ empire
while shoring up the balance sheet of their related parties.

Sincerely,

Huber Capital Management