Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE: TOO) today announced that it has notified the New York Stock Exchange (NYSE) of the anticipated closing date of the previously-announced transactions contemplated by that certain Agreement and Plan of Merger, dated September 30, 2019 (the Merger Agreement), by and among the Partnership, Teekay Offshore GP L.L.C. (Partnership GP) and certain affiliates and institutional partners of Brookfield Business Partners L.P. (collectively, the Brookfield Consortium). The Partnership anticipates that the merger will close on January 22, 2020 after the closing of markets.

In connection with the merger, holders of common units representing limited partner interests in the Partnership not already held by the Brookfield Consortium have until 12:00 a.m. New York Time on January 14, 2020 to elect to receive one newly designated unlisted Class A Common Unit of the Partnership per common unit as an alternative to receiving $1.55 in cash per common unit.

Upon the closing of the merger on the terms and conditions set forth in the Merger Agreement, the Partnership will be a wholly owned subsidiary of Partnership GP and certain affiliates of the Brookfield Consortium. Following completion of the merger, the common units of the Partnership will cease to be listed on the NYSE and will be deregistered under the Securities Exchange Act of 1934, as amended.

Forward Looking Statements

This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Although the Partnership believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Further, the Partnership’s and the Brookfield Consortium’s ability to consummate the proposed merger may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and that are often beyond the control of the Partnership. These factors include, but are not limited to, failure of closing conditions, and delays in the consummation of the proposed transaction, as circumstances warrant. Important factors that could cause actual results to differ materially from the Partnership’s expectations and may adversely affect the Partnership’s business and results of operations are disclosed in Item 3 of the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2018, filed with the SEC on February 28, 2019, as updated and supplemented by subsequent filings with the SEC. The forward-looking statements speak only as of the date made, and, other than as may be required by law, the Partnership undertakes no obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

About Teekay Offshore Partners L.P.

Teekay Offshore Partners L.P. is a leading international midstream services provider to the offshore oil production industry, primarily focused on the ownership and operation of critical infrastructure assets in offshore oil regions of the North Sea, Brazil and the East Coast of Canada. Teekay Offshore has consolidated assets of approximately $5.2 billion, comprised of 58 offshore assets, including floating production, storage and offloading units, shuttle tankers (including seven new buildings), floating storage and offtake units, long-distance towing and offshore installation vessels, and a unit for maintenance and safety. The majority of Teekay Offshore’s fleet is employed on medium-term, stable contracts.

Teekay Offshore’s common units and preferred units trade on the New York Stock Exchange under the symbols “TOO”, “TOO PR A”, “TOO PR B” and “TOO PR E”, respectively.

For Investor Relations enquires contact:

Jan Rune Steinsland, Chief Financial OfficerTel: +47 97052533Website: www.teekayoffshore.com

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