Teekay Offshore Completes Norwegian Bond Issuance

HAMILTON, BERMUDA--(Marketwire - Jan. 18, 2012) - 
Teekay Offshore Partners L.P. (Teekay Offshore or the 
Partnership) (NYSE:TOO) announces that it has issued 
NOK 600 million in senior unsecured bonds that mature 
in January 2017 in the Norwegian bond market. The 
aggregate principal amount of the bonds is equivalent 
to approximately 100 million U.S. dollars (USD) and 
all interest and principal payments will be swapped 
into USD. The proceeds of the bonds, which will be 
available to the Partnership upon settlement in late 
January 2012, are expected to be used for general 
partnership purposes. Teekay Offshore will apply for 
listing of the bonds on the Oslo Stock Exchange.

DNB Markets and Nordea Markets acted as arrangers of 
the bond issue.

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., a publicly-traded 
master limited partnership formed by Teekay 
Corporation (NYSE:TK), is an international provider 
of marine transportation, oil production and storage 
services to the offshore oil industry. Teekay 
Offshore owns interests in 40 shuttle tankers 
(including four chartered-in vessels and four 
committed newbuildings), five floating storage and 
offtake (FSO) units, 10 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.

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


-30-

FOR FURTHER INFORMATION PLEASE CONTACT:

Teekay Offshore Partners L.P.
Kent Alekson
Investor Relations Enquiries
+ 1 (604) 609-6442
www.teekayoffshore.com
Social Media Pitch:
Teekay Offshore Completes Norwegian Bond Issuance