TOO Teekay Offshore Partners LP

Teekay Offshore GP LLC, the general partner of Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE: TOO), has declared a cash distribution of $0.475 per unit for the quarter ended December 31, 2010, payable on February 14, 2011 to all unitholders of record on February 7, 2011.

The Partnership also announced today that it has received an offer to acquire from Teekay Corporation (Teekay) the remaining 49 percent interest in Teekay Offshore Operating L.P. (OPCO) for a combination of cash and Teekay Offshore common units. OPCO currently operates a fleet of 33 shuttle tankers (including five chartered-in vessels), four FSO units, nine double-hull conventional oil tankers and two lightering vessels. The offer is currently being reviewed by the Board of Directors of the Partnership's general partner and its Conflicts Committee. If concluded, the acquisition will increase the Partnership's ownership of OPCO to 100 percent. The Partnership does not expect to issue additional common units to the public to finance this transaction.

About Teekay Offshore Partners L.P.

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 currently owns a 51 percent interest in and controls Teekay Offshore Operating L.P. (OPCO), a Marshall Islands limited partnership with a fleet of 33 shuttle tankers (including five chartered-in vessels), four FSO units, nine double-hull conventional oil tankers and two lightering vessels. OPCO has also agreed to acquire one additional newbuilding shuttle tanker from Teekay Corporation upon the commencement of its respective time-charter contract in 2011. In addition, Teekay Offshore has direct ownership interests in two shuttle tankers, two FSO units and two FPSO units. Teekay Offshore also has rights to participate in certain other FPSO opportunities.

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

FORWARD LOOKING STATEMENTS

This release contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) which reflect management's current views with respect to certain future events and performance, including statements regarding: the Partnership's receipt of an offer to acquire from Teekay Corporation a 49 percent interest in OPCO for cash and equity interests in Teekay Offshore and the lack of requirement to raise additional equity capital through a public offering of common units to finance the transaction. The following factors are among those that could cause actual results to differ materially from the forward-looking statements, which involve risks and uncertainties, and that should be considered in evaluating any such statement: failure of the Board of Directors of the Partnership's general partner and its Conflicts Committee to approve the offer to acquire Teekay Corporation's 49 percent interest in OPCO and/or approve the issuance of its common units to Teekay Corporation as partial consideration for the acquisition; the adequacy of the Partnership's resources to complete the acquisition without requiring a public offering of units; and other factors discussed in Teekay Offshore's filings from time to time with the SEC, including its Report on Form 20-F for the fiscal year ended December 31, 2009. The Partnership expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Partnership's expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.

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