Teekay Offshore Agrees to Acquire 50 Percent Interest in the Cidade De Itajai FPSO Unit for Approximately $204 Million HAMILTON, BERMUDA -- (Marketwired) -- 05/29/13 -- Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO) today announced that it has agreed to acquire a 50 percent interest in the Cidade de Itajai (Itajai) floating production, storage and offloading (FPSO) unit from Teekay Corporation (Teekay) for a purchase price of approximately $204 million. The acquisition will be financed with assumed debt and proceeds from the recently completed equity private placement. The acquisition is expected to be completed on June 1, 2013, subject to customary closing conditions. The Itajai FPSO is operating on the Bauna and Piracaba (previously named Tiro and Sidon) fields in the Santos Basin offshore Brazil under a nine-year fixed-rate time-charter contract (plus extension options) with Petroleo Brasileiro SA (Petrobras). The remaining 50 percent interest in the Itajai FPSO is owned by Brazilian-based Odebrecht Oil & Gas S.A. The Partnership's 50 percent interest in the Itajai FPSO unit, which will be equity accounted for, is expected to generate annual Cash Flow from Vessel Operations(1) of approximately $25 million, and annual Distributable Cash Flow(2) of approximately $14 million. "We are pleased to be completing another strategic FPSO acquisition, our second to-date in 2013, which will bring the Partnership's total FPSO fleet size to five units," commented Peter Evensen, Chief Executive Officer of Teekay Offshore GP LLC. "The Itajai FPSO will add to our growing FPSO franchise in Brazil, where we currently own and operate two other FPSO units, and further builds on our strong relationship with Petrobras. In addition, the stable fixed-rate cash flow contributed from the Itajai FPSO will be accretive to the Partnership's distributable cash flow." The Board of Directors of the Partnership's general partner and its Conflicts Committee have approved the transaction. The Conflicts Committee retained independent legal and financial advisors to assist in evaluating the transaction. 1. Cash flow from vessel operations from equity accounted vessels represents income from vessel operations before depreciation and amortization expense, amortization of in-process revenue contracts and includes adjustments for direct financing leases to a cash basis. Cash flow from vessel operations from equity accounted vessels is included because certain investors use cash flow from vessel operations to measure a company's financial performance, and to highlight this measure for the Partnership's equity-accounted joint ventures. Cash flow from vessel operations from equity accounted vessels is not required by United States generally accepted accounting principles (GAAP) and should not be considered as an alternative to equity income or any other indicator of the Partnership's performance required by GAAP. 2. Distributable cash flow represents net income adjusted for depreciation and amortization expense, non-controlling interest, non-cash items, distributions relating to equity financing of newbuilding installments, vessel acquisition costs, estimated maintenance capital expenditures, unrealized gains and losses from derivatives, non-cash income taxes and unrealized foreign exchange related items. Maintenance capital expenditures represent those capital expenditures required to maintain over the long-term the operating capacity of, or the revenue generated by, the Partnership's capital assets. Distributable cash flow is a quantitative standard used in the publicly-traded partnership investment community to assist in evaluating a partnership's ability to make quarterly cash distributions. Distributable cash flow is not defined by GAAP and should not be considered as an alternative to net income or any other indicator of the Partnership's performance required by GAAP. 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 35 shuttle tankers (including four chartered-in vessels and three committed newbuildings), five floating production, storage and offloading (FPSO) units, seven floating storage and offtake (FSO) units (including two committed FSO conversions) and five conventional oil tankers. The majority of Teekay Offshore's fleet is employed 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 timing, certainty and effect of the completion of the acquisition of a 50 percent interest in the Itajai FPSO unit, including the form of financing the acquisition; and the effect of the potential acquisition on the Partnership's cash flow from vessel operations and distributable cash flow. 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: potential failure of the proposed acquisition to be completed; potential early termination of the contract between the Partnership and Petrobras and inability to replace this contract; greater than expected levels of operating expenses or less than expected oil production by the FPSO unit; 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 Enquiries +1 (604) 609-6442 www.teekayoffshore.com
Teekay Offshore Agrees to Acquire 50 Percent Interest in the Cidade De Itajai FPSO Unit for Approximately $204 Million
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