Teekay Offshore Partners Announces Public Offering
of 7,000,000 Common Units


HAMILTON, BERMUDA - 09/11/12

Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO) announced today that it plans to offer 7,000,000 common units, representing limited partner interests, in a public offering. Teekay Offshore expects to grant the underwriters a 30-day option to purchase up to 1,050,000 additional common units to cover over-allotments, if any.

The Partnership expects to use the net proceeds from the public offering to partially finance the purchase price of the Voyageur Spirit FPSO unit that the Partnership has agreed to acquire from Teekay Corporation (the Voyageur Acquisition). Until the closing of the Voyageur Acquisition, which is expected to occur in November 2012, the Partnership expects to use the net proceeds from the offering and the related capital contribution by its general partner to repay a portion of the Partnership's outstanding debt under its revolving credit facilities. The Partnership intends to reborrow under its revolving credit facilities to partially finance the Voyageur Acquisition upon the closing. The Partnership intends to finance the remaining purchase price of the Voyageur Acquisition through (a) the issuance by the Partnership to Teekay Corporation of $40 million of the Partnership's common units upon the closing of the Voyageur Acquisition (valued at the same price per unit to the public in the offering) and (b) borrowings under a new bank facility.

Teekay Offshore is a publicly-traded master limited partnership formed by Teekay Corporation (NYSE:TK), and is an international provider of marine transportation, production and storage services to the offshore oil industry. Teekay Offshore currently owns a fleet of 39 shuttle tankers (four of which are chartered-in), three floating production, storage and offloading (FPSO) units, five floating storage and offtake (FSO) units and nine conventional crude oil Aframax tankers.

Teekay Offshore's common units trade on the New York Stock Exchange under the symbol "TOO."

The joint book-running managers for this offering are Citigroup, BofA Merrill Lynch and RBC Capital Markets. The senior co-managers for the offering are Barclays, Credit Suisse, Deutsche Bank Securities and Raymond James. The co-managers for the offering are ABN AMRO, ING and Natixis.

When available, copies of the prospectus supplement and accompanying base prospectus related to this offering may be obtained from Citigroup, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY, 11220, Tel: (800) 831-9146, e-mail: batprospectusdept@citi.com; BofA Merrill Lynch, 222 Broadway, 7th Floor, New York, NY 10038, Attn: Prospectus Department or by emailing BofA Merrill Lynch at dg.prospectus_requests@baml.com; or RBC Capital Markets, Attention: Prospectus Department, Three World Financial Center, 200 Vesey Street, 10th Floor, New York, NY 10281-8098. By email at CM-USA-Prospectus@rbc.com, or Toll-Free: 877-280-1299.

Teekay Offshore Partners L.P. press release