Teekay Offshore Pricing Of Follow-On Offering

September 15, 2012

Bermuda-based Teekay Offshore Partners L.P. has priced its follow-on public offering of 7,400,000 common units, representing limited partner interests, at $27.65 per unit. Teekay Offshore has granted the underwriters a 30-day option to purchase up to 1,110,000 additional common units.

The Partnership expects to use the net proceeds from the public offering to partially finance the purchase price of the Voyageur Spirit FPSO unit that the Partnership has agreed to acquire from Teekay Corporation (the Voyageur Acquisition).

Until the closing of the Voyageur Acquisition, which is expected to occur in November 2012, the Partnership expects to use the net proceeds from the offering and the related capital contribution by its general partner to repay a portion of the Partnership’s outstanding debt under its revolving credit facilities.

The Partnership intends to reborrow under its revolving credit facilities to partially finance the Voyageur Acquisition upon the closing. The Partnership intends to finance the remaining purchase price of the Voyageur Acquisition through (a) the issuance by the Partnership to Teekay Corporation of $40 million of the Partnership’s common units upon the closing of the Voyageur Acquisition (valued at the same price per unit to the public in the offering) and (b) borrowings under a new bank facility.

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