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Teekay Offshore Partners L.P. : Teekay Offshore Agrees to Acquire 50 Percent Interest in the Cidade De Itajai FPSO Unit for

 Teekay Offshore Partners L.P. : Teekay Offshore Agrees to Acquire 50 Percent
  Interest in the Cidade De Itajai FPSO Unit for Approximately $204 Million

HAMILTON, BERMUDA--(Marketwired - May 29, 2013) - 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

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The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
the
information contained therein.

Source: Teekay Offshore Partners L.P. via Thomson Reuters ONE
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