Teekay Offshore Announces Accretive Acquisition
of Dynamic Positioning Unit


Hamilton, Bermuda - 9 Nov 2012

Teekay Offshore Partners (Teekay Offshore or the Partnership) (NYSE:TOO) today announced that it has entered into an agreement to acquire a 2010-built HiLoad Dynamic Positioning (DP) unit from Remora AS (Remora), a Norway-based offshore marine technology company, for a total purchase price of approximately $55 million. The HiLoad DP unit is a self-propelled dynamic positioning system that attaches to and keeps conventional tankers in position when loading from offshore installations.

Under the terms of the agreement, which has been approved by the Teekay Offshore Board of Directors, Teekay Offshore will:

Acquire the HiLoad DP unit from Remora;
Complete modifications required for the HiLoad DP unit to service a new long-term time-charter contract; and
Enter into an omnibus agreement which provides the right of first refusal to acquire future HiLoad DP projects developed by Remora.

As part of the transaction, Teekay Corporation (Teekay) has also agreed to invest approximately $4.4 million to acquire a 49.9 percent fully diluted ownership interest in a recapitalized Remora.

All elements of the transaction remain subject to finalizing a 10-year time-charter contract with Petroleo Brasileiro SA (Petrobras) in Brazil. The acquisition of the HiLoad DP unit and investment in Remora equity are both expected to close in December 2012. The acquired HiLoad DP unit is expected to commence operating at its full time-charter hire rate in December 2013 once modifications, delivery of the HiLoad DP unit to offshore Brazil and operational testing have been completed.

"The purchase of Remora's innovative HiLoad DP unit compliments Teekay Offshore's current market leading shuttle tanker solution and broadens the Partnership's offshore loading service offering," commented Peter Evensen, Chief Executive Officer of Teekay Offshore GP LLC. "In the North Sea, we believe that shuttle tankers will continue to be the most cost effective solution, but we are seeing a need for new solutions in locations such as Brazil where cargoes destined for long-haul export are on the rise. Instead of trans-shipping these cargoes into a shore terminal or an FSO, the HiLoad enables conventional tankers to directly load and export the oil to any market. The HiLoad DP unit's total purchase price of $55 million, which includes the cost to purchase the unit and complete modifications, represents approximately 4.5 times the unit's expected annual cash flow from operations."

Mr. Evensen added, "We believe the Partnership's new omnibus agreement with Remora, coupled with Teekay Corporation's significant interest in Remora, will provide another important source of future growth for our offshore business."

The proposed transaction between Remora and Teekay and Teekay Offshore, including the HiLoad DP Unit acquisition, remain subject to negotiation of definitive documentation and customary closing conditions, including, among others, formal approval by Remora's shareholders at their Extraordinary General Meeting (EGM) and completion of the charter between Petrobras and Teekay Offshore.

About Remora AS
Remora is an oil service company, focusing on providing the international market with innovative solutions for offshore loading of oil. The company was incorporated in 2002 and has its registered head office in Stavanger, Norway, with a branch office in Houston, USA.

Remora is listed on the over-the-counter exchange in Norway under the symbol "REMO".

About Teekay Offshore Partners L.P.
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 39 shuttle tankers (including four chartered-in vessels and four committed newbuildings), three floating production, storage and offloading (FPSO) units, five floating storage and offtake (FSO) units and nine conventional oil tankers. In addition, Teekay Offshore 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's common units trade on the New York Stock Exchange under the symbol "TOO".

Teekay Offshore Partners L.P. press release