Teekay Offshore Partners Announces Pricing of Follow-On Offering

HAMILTON, BERMUDA, Jul 30 (MARKET WIRE) --
Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:
TOO) announced today that it has priced its follow-on public offering of
6,500,000 common units, representing limited partner interests, at $14.32
per unit. Teekay Offshore has granted the underwriters a 30-day option to
purchase up to an additional 975,000 units to cover over-allotments, if
any.

The Partnership expects to use the net proceeds from the public offering
to repay amounts outstanding on one of its revolving credit facilities.

Teekay Offshore Partners L.P. is a publicly-traded master limited
partnership formed by Teekay Corporation (NYSE: TK), and is an
international provider of marine transportation and storage services to
the offshore oil industry. Teekay Offshore currently owns a 51% interest
in and controls Teekay Offshore Operating L.P., which has a fleet of 33
shuttle tankers (eight of which are chartered-in), four floating storage
and offtake (FSO) units and eleven conventional crude oil Aframax
tankers. The Partnership also has direct ownership interests in two
shuttle tankers and one FSO.

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

The offering is expected to close on August 4, 2009.

The joint book running managers for this offering are Citi, BofA Merrill
Lynch, UBS Investment Bank and Wells Fargo Securities. The co-managers
are Raymond James and DnB NOR Markets.

When available, copies of the prospectus supplement and accompanying base
prospectus related to this offering may be obtained from Citi, Brooklyn
Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York, 11220,
Attention: Prospectus Department, Phone: (800) 831-9146; BofA Merrill
Lynch, 4 World Financial Center, New York, NY 10080, Attention:
Prospectus Department; UBS Investment Bank, Attn: Prospectus Dept, 299
Park Avenue, New York, NY 10171, Tel: (888) 827-7275; or Wells Fargo
Securities, Attn: Equity Syndicate Dept., 375 Park Avenue, New York, New
York 10152, Email: equity.syndicate@wachovia.com, Phone: (800) 326-5897.

This news release does not constitute an offer to sell or a solicitation
of an offer to buy the securities described herein, nor shall there be
any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. This
offering may be made only by means of a prospectus supplement and
accompanying base prospectus, which have been filed with the Securities
and Exchange Commission (the SEC).

The statements in this press release that are not historical facts may be
forward-looking statements. These forward-looking statements involve
risks and uncertainties that could cause the outcome to be materially
different. These risks and uncertainties include, but are not limited to,
those discussed in Teekay Offshore's public filings with the SEC. Teekay
Offshore undertakes no obligation to revise or update any forward looking
statements, unless required to do so under the securities laws.

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

Teekay Offshore Partners L.P.
Alana Duffy
Media Enquiries
+1 (604) 844-6605

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