Teekay Offshore Partners L.P. Announces Entering Into a Distribution Agreement for an Aggregate Offering Price of Up to $100

Teekay Offshore Partners L.P. Announces Entering Into a Distribution Agreement 
for an Aggregate Offering Price of Up to $100 Million 
HAMILTON, BERMUDA -- (Marketwired) -- 05/29/13 -- Teekay Offshore
Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO)
announced today that it has filed a prospectus supplement with the
Securities and Exchange Commission (SEC) through which it may, from
time to time, issue common units representing limited partner
interests with an aggregate offering price of up to $100 million
through J.P. Morgan Securities LLC (JP Morgan) as sales agent.  
Sales of common units, if any, will be made by means of ordinary
brokers' transactions on the New York Stock Exchange at market
prices, in block transactions, or as otherwise agreed to between
Teekay Offshore and JP Morgan.  
Teekay Offshore is under no obligation to issue common units under
the distribution agreement. The Partnership intends to use the net
proceeds from sales under this program for general partnership
purposes, which may include, among other things, repaying or
refinancing all or a portion of its outstanding indebtedness and
funding future working capital requirements, capital expenditures,
including installments on newbuilds and expenditures on asset
conversions, or acquisitions.  
The common units will be offered pursuant to a prospectus supplement,
dated May 29, 2013, to the Partnership's base prospectus, dated May
17, 2013. Copies of the prospectus supplement and accompanying base
prospectus relating to the offering may be obtained by visiting EDGAR
on the SEC website at www.sec.gov, or by contacting JP Morgan as
follows: J.P. Morgan Securities LLC, Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, New York 11717, Telephone: (866)
803-9204. 
In connection with the securities offered under the Registration
Statement on Form F-3 effective as of May 17, 2013, the Partnership
may file on Form 6-K preliminary, unaudited financial results for
each of the four quarters of its fiscal year in advance of its
regular quarterly financial reports on Form 6-K, and its regular
year-end financial report, filed on Form 20-F.  
This news release is neither an offer to sell nor a solicitation of
an offer to buy any of these securities and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful. This offering may be made only by
means of a prospectus supplement and accompanying base prospectus.  
The statements in this press release that are not historical facts
may be forward-looking statements. These forward-looking statements,
which include statements regarding the proposed offering of common
units and the use of proceeds from the proposed offering, involve
risks and uncertainties that could cause the outcomes or results to
be materially different.
Contacts:
Teekay Offshore Partners L.P.
Kent Alekson
Investor Relations Enquiries
+1 (604) 609-6442
www.teekayoffshore.com
 
 
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