- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
July 30 2009 - 8:50AM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-150682
July 30, 2009
Teekay Offshore Partners L.P.
6,500,000 Common Units Representing Limited Partner Interests
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Issuer:
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Teekay Offshore Partners L.P. (
Teekay Offshore
or
Partnership
) (NYSE: TOO)
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Offering:
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6,500,000 common units representing limited partner
interests; 975,000 common units to cover
over-allotments, if any
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Settlement and delivery date:
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August 4, 2009
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Public offering price:
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$14.32 per unit
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Proceeds to the Partnership,
after underwriting discounts
and commissions, before
expenses:
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$13.71 per unit; $89,115,000 total ($102,482,250 if
the over-allotment option is exercised in full)
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Use of proceeds:
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The Partnership intends to use the net proceeds from
the offering to repay a portion of its outstanding
indebtedness under one of its revolving credit
facilities. Affiliates of Citigroup Global Markets
Inc. and DnB NOR Markets, Inc. are lenders under
such revolving credit facility and will each receive
more than 5% of the net proceeds of this offering.
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Lead Managers:
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Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
UBS Securities LLC
Wells Fargo Securities LLC
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Co-Managers:
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Raymond James & Associates, Inc.
DnB NOR Markets, Inc.
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The issuer has filed a registration statement (including a prospectus and a prospectus supplement)
with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement, and other documents the issuer has filed with
the SEC for more complete information about the issuer and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer,
any underwriter or any dealer participating in the offering will arrange to send you the prospectus
if you request it by calling toll-free 1-800-831-9146 (Citigroup Global Markets Inc.). You may also
access the preliminary prospectus by clicking on the following link:
http://www.sec.gov/Archives/edgar/data/1382298/000095012309026993/o56305e424b5.htm
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