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Teekay Offshore Contemplates Norwegian Bond Issuance

HAMILTON, BERMUDA -- (Marketwire) -- 01/10/13 -- Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO) announced that it intends to issue minimum NOK800 million in new senior unsecured bonds in the Norwegian bond market, split between two tranches that will mature in January 2016 and January 2018, respectively. At current conversion rates, the aggregate minimum principal amount is equivalent to approximately USD140 million. The proceeds of the bonds will be used to repay a portion of amounts outstanding under the Partnership's revolving credit facilities and for general partnership purposes. Teekay Offshore will apply for listing of the new bonds on the Oslo Stock Exchange.

A portion of the bonds may be offered in the United States to qualified institutional investors (or QIBs) as defined in Rule 144A of the U.S. Securities Act of 1933 (the Securities Act) concurrently with bonds offered outside of the United States pursuant to Regulation S of the Securities Act.

DNB Markets, Nordea Markets and Swedbank First Securities have been appointed as Joint Lead Managers of the contemplated bond issuance. Nordea Markets is not registered with the U.S. Securities and Exchange Commission as a U.S. registered broker-dealer and will not participate in the offer or sale of the bonds within the United States.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of the bonds or any other security of Teekay Offshore. The bonds have not been and will not be registered under the Securities Act or any state securities laws. Unless so registered, the bonds may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements, which include statements involving the contemplated bond offering, involve risks and uncertainties that could cause the outcome to be materially different. These risks and uncertainties include, but are not limited to, the possibility that the bond issuance may not be completed in the aggregate principal amount contemplated, or at all, and those discussed in Teekay Offshore's public filings with the U.S. Securities and Exchange Commission. Teekay Offshore undertakes no obligation to revise or update any forward looking statements, unless required to do so under the securities laws.

About Teekay Offshore

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 owns interests in 37 shuttle tankers (including four chartered-in vessels and four committed newbuildings), five floating storage and offtake (FSO) units, 6 conventional oil tankers, and three floating production, storage and offloading (FPSO) units. Teekay Offshore also 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). The Partnership has recently accepted an offer from Teekay Corporation to acquire the Voyageur Spirit FPSO. The majority of Teekay Offshore's fleet trades on long-term, stable contracts and it is structured as a publicly-traded master limited partnership (MLP).

Teekay Offshore Partners' common units trade on the New York Stock Exchange under the symbol "TOO".

Contacts:
Teekay Offshore Partners L.P.
Kent Alekson
Investor Relations Enquiries
+ 1 (604) 609-6442
www.teekayoffshore.com

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