Teekay Offshore Announces Distribution Increase and Provides 2013 Distribution Guidance; Receives Offer to Acquire 50% Interest

Teekay Offshore Announces Distribution Increase and Provides 2013 Distribution 
Guidance; Receives Offer to Acquire 50% Interest in
Itajai FPSO 
HAMILTON, BERMUDA -- (Marketwired) -- 04/18/13 -- Teekay Offshore
Partners (Teekay Offshore or the Partnership) (NYSE:TOO) today
announced that the Board of Directors of its general partner, Teekay
Offshore GP LLC, has approved an increase to the Partnership's first
quarter of 2013 cash distribution to be paid on May 14, 2013, to all
unitholders of record on April 30, 2013. Teekay Offshore will
increase its first quarter distribution by $0.0128 per unit, or
approximately 2.5 percent, to $0.5253 per unit, and management
intends to recommend to the Board of Directors an additional
distribution increase of a minimum of 2.5 percent later this year. 
The increase to the first quarter distribution coincides with the
expected completion of the previously announced acquisition of the
Voyageur Spirit FPSO unit which began production on April 13, 2013.
Teekay Offshore will now recognize the results from the Voyageur
Spirit acquisition in the second quarter of 2013, commencing from the
acquisition date which is expected to occur before the end of April
2013.  
In addition, Teekay Offshore today announced that it has received an
offer from Teekay Corporation (Teekay) to acquire its 50 percent
interest in the Cidade de Itajai (Itajai) FPSO unit at Teekay's fully
built-up cost. The Itajai FPSO has been operating on the Bauna and
Piracaba (previously named Tiro and Sidon) fields in the Santos Basin
offshore Brazil since February 2013 under a nine-year time-charter
contract (plus extension options) with Petroleo Brasileiro SA
(Petrobras). The offer is currently being reviewed by the Board of
Directors of the Partnership's general partner and its Conflicts
Committee. The remaining 50 percent interest in the Itajai FPSO is
owned by Brazilian-based Odebrecht Oil & Gas.  
"We are pleased that the accretive acquisition of the Voyageur Spirit
FPSO, our largest FPSO purchase to-date, will soon be completed and
we are once again in a position to increase the Partnership's
distribution," commented Peter Evensen, Chief Executive Officer of
Teekay Offshore GP LLC. "Looking forward, with multiple near-term
growth opportunities, including four n
ewbuilding shuttle tankers
delivering in 2013 onto 10-year contracts with the BG Group, and
multiple FPSO assets potentially available in the future for purchase
from our sponsor, Teekay Corporation, we believe we are
well-positioned to continue increasing our distributions through
accretive acquisitions." 
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 is structured as
a publicly-traded master limited partnership and owns interests in 37
shuttle tankers (including four chartered-in vessels and four
committed newbuildings), four floating production, storage and
offloading (FPSO) units, five floating storage and offtake (FSO)
units and six conventional oil tankers. The majority of Teekay
Offshore's fleet trades on long-term, stable contracts. 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). 
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: the amount
and timing of potential future distribution increases per common
unit; the timing and the certainty of the Partnership's acquisition
of the Voyageur Spirit FPSO unit; the effect of the Voyageur Spirit
FPSO acquisition and delivery of four shuttle tanker newbuildings on
the Partnership's future distributable cash flow; the timing and
certainty of the Partnership's potential acquisition of Teekay's 50
percent interest in the Itajai FPSO and the impact on the
Partnership's future distributable cash flow; and the potential for
additional asset acquisitions. 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 and Brazil offshore fields; potential
early termination of contracts; potential delays in the delivery of
the four newbuilding shuttle tankers and commencement of their
respective time-charter contracts with the BG Group; failure or delay
of the completion of the Partnership's acquisition of the Voyageur
Spirit FPSO unit; failure to obtain required approvals by the
Conflicts Committee of Teekay Offshore's general partner to acquire
vessels offered by Teekay, including the Itajai, or third parties;
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 Report on Form
20-F for the fiscal year ended December 31, 2012. 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 based.
Contacts:
Teekay Offshore Partners L.P.
Kent Alekson
Investor Relations
+1 (604) 609-6442
www.teekayoffshore.com