Bermuda: Teekay Offshore Receives Offer to Acquire Remaining 49% of Teekay Offshore Operating L.P.

Teekay Offshore GP LLC, the general partner of Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) , has declared a cash distribution of $0.475 per unit for the quarter ended December 31, 2010, payable on February 14, 2011 to all unitholders of record on February 7, 2011.

The Partnership also announced today that it has received an offer to acquire from Teekay Corporation (Teekay) the remaining 49 percent interest in Teekay Offshore Operating L.P. (OPCO) for a combination of cash and Teekay Offshore common units. OPCO currently operates a fleet of 33 shuttle tankers (including five chartered-in vessels), four FSO units, nine double-hull conventional oil tankers and two lightering vessels. The offer is currently being reviewed by the Board of Directors of the Partnership’s general partner and its Conflicts Committee. If concluded, the acquisition will increase the Partnership’s ownership of OPCO to 100 percent. The Partnership does not expect to issue additional common units to the public to finance this transaction.

About Teekay Offshore Partners L.P.

Teekay Offshore Partners L.P., a publicly-traded master limited partnership formed by Teekay Corporation, is an international provider of marine transportation, oil production and storage services to the offshore oil industry. Teekay Offshore currently owns a 51 percent interest in and controls Teekay Offshore Operating L.P. (OPCO), a Marshall Islands limited partnership with a fleet of 33 shuttle tankers (including five chartered-in vessels), four FSO units, nine double-hull conventional oil tankers and two lightering vessels. OPCO has also agreed to acquire one additional newbuilding shuttle tanker from Teekay Corporation upon the commencement of its respective time-charter contract in 2011. In addition, Teekay Offshore has direct ownership interests in two shuttle tankers, two FSO units and two FPSO units. Teekay Offshore also has rights to participate in certain other FPSO opportunities.

Teekay Offshore’s common units trade on the New York Stock Exchange under the symbol “TOO”.

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Source:Teekay offshore , January 27, 2011;