Teekay Offshore GP LLC, the general partner of Teekay Offshore Partners L.P. (Teekay Offshore) (NYSE:TOO), has declared a cash distribution of $0.5125 per unit for the quarter ended September 30, 2012. The cash distribution is payable on November 9, 2012 to all unitholders of record on October 24, 2012.

About Teekay Offshore Partners L.P.

Teekay Offshore Partners L.P. is an international provider of marine transportation, oil production and storage services to the offshore oil industry focusing on the fast-growing, deepwater offshore oil regions of the North Sea and Brazil. Teekay Offshore owns interests in 39 shuttle tankers (including four chartered-in vessels and four committed newbuildings), three floating production, storage and offloading (FPSO) units, five floating storage and offtake (FSO) units and nine conventional oil tankers. In addition, Teekay Offshore has rights to participate in certain other FPSO and shuttle tanker opportunities provided by Teekay Corporation (NYSE:TK) and Sevan Marine ASA (Oslo Bors:SEVAN). The majority of Teekay Offshore's fleet trades on long-term, stable contracts and it is structured as a publicly-traded master limited partnership (MLP).

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

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

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