Teekay Offshore Announces Accretive Acquisition of Dynamic

Teekay Offshore Announces Accretive Acquisition of Dynamic
Positioning Unit 
HAMILTON, BERMUDA -- (Marketwire) -- 11/09/12 -- Teekay Offshore
Partners (Teekay Offshore or the Partnership) (NYSE:TOO) today
announced that it has entered into an agreement to acquire a
2010-built HiLoad Dynamic Positioning (DP) unit from Remora AS
(Remora), a Norway-based offshore marine technology company, for a
total purchase price of approximately $55 million. The HiLoad DP unit
is a self-propelled dynamic positioning system that attaches to and
keeps conventional tankers in position when loading from offshore
Under the terms of the agreement, which has been approved by the
Teekay Offshore Board of Directors, Teekay Offshore will: 

--  Acquire the HiLoad DP unit from Remora; 
--  Complete modifications required for the HiLoad DP unit to service a new
    long-term time-charter contract; and 
--  Enter into an omnibus agreement which provides the right of first
    refusal to acquire future HiLoad DP projects developed by Remora. 

As part of the transaction, Teekay Corporation (Teekay) has also
agreed to invest approximately $4.4 million to acquire a 49.9 percent
fully diluted ownership interest in a recapitalized Remora.  
All elements of the transaction remain subject to finalizing a
10-year time-charter contract with Petroleo Brasileiro SA (Petrobras)
in Brazil. The acquisition of the HiLoad DP unit and investment in
Remora equity are both expected to close in December 2012. The
acquired HiLoad DP unit is expected to commence operating at its full
time-charter hire rate in December 2013 once modifications, delivery
of the HiLoad DP unit to offshore Brazil and operational testing have
been completed.  
"The purchase of Remora's innovative HiLoad DP unit compliments
Teekay Offshore's current market leading shuttle tanker solution and
broadens the Partnership's offshore loading service offering,"
commented Peter Evensen, Chief Executive Officer of Teekay Offshore
GP LLC. "In the North Sea, we believe that shuttle tankers will
continue to be the most cost effective solution, but we are seeing a
need for new solutions in locations such as Brazil where cargoes
destined for long-haul export are on the rise. Instead of
trans-shipping these cargoes int
o a shore terminal or an FSO, the
HiLoad enables conventional tankers to directly load and export the
oil to any market. The HiLoad DP unit's total purchase price of $55
million, which includes the cost to purchase the unit and complete
modifications, represents approximately 4.5 times the unit's expected
annual cash flow from operations."  
Mr. Evensen added, "We believe the Partnership's new omnibus
agreement with Remora, coupled with Teekay Corporation's significant
interest in Remora, will provide another important source of future
growth for our offshore business."  
The proposed transaction between Remora and Teekay and Teekay
Offshore, including the HiLoad DP Unit acquisition, remain subject to
negotiation of definitive documentation and customary closing
conditions, including, among others, formal approval by Remora's
shareholders at their Extraordinary General Meeting (EGM) and
completion of the charter between Petrobras and Teekay Offshore.  
About Remora AS 
Remora is an oil service company, focusing on providing the
international market with innovative solutions for offshore loading
of oil. The company was incorporated in 2002 and has its registered
head office in Stavanger, Norway, with a branch office in Houston,
Remora is listed on the over-the-counter exchange in Norway under the
symbol "REMO". 
About Teekay Offshore Partners L.P. 
Teekay Offshore Partners L.P. is an international provider of marine
transportation, oil production and storage services to the offshore
oil industry focusing on the fast-growing, deepwater offshore oil
regions of the North Sea and Brazil. Teekay Offshore owns interests
in 39 shuttle tankers (including four chartered-in vessels and four
committed newbuildings), three floating production, storage and
offloading (FPSO) units, five floating storage and offtake (FSO)
units and nine conventional oil tankers. In addition, Teekay Offshore
has rights to participate in certain other FPSO and shuttle tanker
opportunities provided by Teekay Corporation (NYSE:TK) and Sevan
Marine ASA (Oslo Bors:SEVAN). The Partnership has recently accepted
an offer from Teekay Corporation to acquire the Voyageur Spirit FPSO.
The majority of Teekay Offshore's fleet trades on long-term, stable
contracts and it is structured as a publicly-traded master limited
partnership (MLP). 
Teekay Offshore's common units trade on the New York Stock Exchange
under the symbol "TOO". 

                         FORWARD-LOOKING STATEMENTS                         

This release contains forward-looking statements (as defined in
Section 21E of the Securities Exchange Act of 1934, as amended) which
reflect management's current views with respect to certain future
events and performance, including statements regarding: future demand
for shuttle tanker and offshore loading services in regional offshore
markets, including the North Sea and Brazil; factors affecting the
Partnership's future growth prospects, including the timing,
certainty and purchase price of the Partnership's acquisition of the
Hi Load DP unit from Remora AS and cash flows generated by this unit
under its time-charter contract with Petrobras; the cost, timing and
certainty to complete modifications to the acquired HiLoad DP unit to
prepare the unit for its pending contract with Petrobras; the timing,
certainty and purchase price of Teekay Corporation's acquisition of a
49.9 percent fully diluted equity interest in Remora AS; and the
potential for Remora AS to offer additional vessels to the
Partnership under the proposed omnibus agreement between Remora AS
and Teekay Offshore. The following factors are among those that could
cause actual results to differ materially from the forward-looking
statements, which involve risks and uncertainties, and that should be
considered in evaluating any such statement: vessel operations and
oil production volumes; significant changes in oil prices; variations
in expected levels of field maintenance; increased operating
expenses; different-than-expected levels of oil production in the
North Sea, Brazil, West Africa, Southeast Asia and other regional
offshore fields; potential early termination of contracts; failure to
meet the operational requirements of the HiLoad DP unit under the
Petrobras time-charter contract; potential delays to the commencement
of the HiLoad DP charter contract with Petrobras; failure to satisfy
the closing conditions relating to the HiLoad DP transaction with
Remora AS; failure of Remora AS to develop and offer to the
Partnership additional HiLoad DP units for purchase; failure to
obtain required approvals by the Conflicts Committee of Teekay
Offshore's general partner to acquire other HiLoad DP projects which
may be offered in the future by Remora AS; the Partnership's ability
to raise adequate financing to purchase additional assets; and other
factors discussed in Teekay Offshore's filings from time to time with
the SEC, including its Repo
rt on Form 20-F for the fiscal year ended
December 31, 2011. The Partnership expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in
the Partnership's expectations with respect thereto or any change in
events, conditions or circumstances on which any such statement is
Teekay Offshore Partners L.P.
Kent Alekson
Investor Relations Enquiries
+1 (604) 609-6442
C: 778.938.7602
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