Teekay Offshore Partners L.P. : Teekay Offshore Partners L.P. Announces Entering Into a Distribution Agreement for an Aggregate

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

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

Contact Information

Teekay Offshore Partners L.P.
Kent Alekson
Investor Relations Enquiries
+1 (604) 609-6442


This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

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
information contained therein.

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