Teekay Offshore Partners Announces Public Offering of Senior Notes

Teekay Offshore Partners Announces Public Offering of Senior Notes 
HAMILTON, BERMUDA -- (Marketwired) -- 05/20/14 --   Teekay Offshore
Partners L.P. (Teekay Offshore or the Partnership) (NYSE: TOO)
announced today that it plans to offer senior unsecured notes due
2019 (the Notes) in a registered public offering. The Partnership
expects to use the net proceeds from the public offering for general
partnership purposes, including funding newbuilding installments,
capital conversion projects and future acquisitions of vessels from
Teekay Corporation or third parties. Pending the application of funds
for these purposes, the Partnership expects to repay a portion of its
outstanding debt under certain of its credit facilities.  
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 two chartered-in vessels and one HiLoad
Dynamic Positioning (HiLoad DP) unit), five floating production,
storage and offloading (FPSO) units, six floating storage and offtake
(FSO) units (including one committed FSO conversion unit), four
long-haul towing and anchor handling vessel newbuildings and four
conventional oil tankers. The majority of Teekay Offshore's fleet is
employed on long-term, stable contracts. In addition, Teekay Offshore
also has rights to participate in certain other FPSO, shuttle tanker
and HiLoad DP opportunities provided by Teekay Corporation (NYSE:
TK), Sevan Marine ASA (OSLO: SEVAN) and Remora AS.  
Teekay Offshore intends to apply to have the Notes listed on the New
York Stock Exchange.  
The joint book-running managers and structuring agents for this
offering will be Sterne, Agee & Leach, Inc. and DNB Markets, Inc. ABN
AMRO, Raymond James and Scotiabank will act as co-managers for this
When available, copies of the prospectus supplement and accompanying
base prospectus related to this offering may be obtained from Sterne,
Agee & Leach, Inc., Prospectus Department, 277 Park Avenue, New York,
New York 10172, Email: syndicate@sterneagee.com; or DNB Markets,
Inc., 200 Park Avenue, 31st Floor, New York, New York, 10166, Tel.:
(212) 551-9814.  
This news release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein, nor
shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. This offering may be made only by
means of a prospectus supplement and accompanying base prospectus.
The offering is being made pursuant to an effective registration
statement and prospectus filed by Teekay Offshore with the Securities
and Exchange Commission (the SEC).  
The statements in this press release that are not historical facts
may be forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause the outcome to be
materially different. These risks and uncertainties include, but are
not limited to, those discussed in Teekay Offshore's public filings
with the SEC. Teekay Offshore undertakes no obligation to revise or
update any forward looking statements, unless required to do so under
applicable securities laws. 
For Investor Relations enquiries contact:
Ryan Hamilton
Tel: +1 (604) 609-6442
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