TOO Teekay Offshore Partners LP

Teekay Offshore GP LLC (NYSE: TOO) , the general partner of Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership), has declared a cash distribution of $0.50 per unit for the quarter ended March 31, 2011, an increase of $0.025 per unit, or 5.3 percent, from the previous quarter. The cash distribution is payable on May 13, 2011 to all unitholders of record on May 6, 2011.

"Today's distribution increase announcement reflects the growth in the Partnership's stable fixed-rate cash flows resulting from our recent acquisitions," commented Peter Evensen, Chief Executive Officer of Teekay Offshore GP LLC. "Based on the attractive near- and long-term fundamentals for deepwater offshore oil production, we believe the Partnership is well positioned for further distributable cash flow growth in the future."

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 operates a fleet of 35 shuttle tankers (including five chartered-in vessels), two FPSO units, five FSO units, nine double-hull conventional oil tankers and two lightering vessels. The Partnership has also agreed to acquire one additional newbuilding shuttle tanker from Teekay Corporation upon the commencement of its respective time-charter contract in mid-2011. 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 growth in the Partnership's distributable cash flows resulting from its recent acquisitions; the attractiveness of the near- and long-term fundamentals in deepwater offshore oil production; and ability of the Partnership to grow its deepwater offshore oil production business and generate future distributable cash flow growth. 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: deterioration of near- and long-term industry fundamentals for deepwater offshore oil production; less than expected distributable cash flow contributions from recently acquired assets; failure of the Board of Directors of the Partnership's general partner and its Conflicts Committee to approve future asset acquisitions, including assets offered for sale by Teekay Corporation; the ability of the Partnership to raise equity capital required to complete future asset purchases; the ability of the Partnership to successfully complete for new offshore projects; 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, 2010. 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 +1 (604) 609-6442 www.teekayoffshore.com