Teekay Offshore moves ahead on Sevan Piranema acquisition

sevenfpsoTeekay Offshore GP L.L.C., the general partner of Teekay Offshore Partners L.P. (NYSE: TOO), reports that Teekay Corporation and Teekay Offshore intend for Teekay Offshore to acquire the Sevan Piranema  floating production, storage and offloading (FPSO) unit directly from Sevan Marine ASA  for approximately $165 million, subject to certain working capital adjustments. The 2007-built Piranema FPSO is currently operating under a long-term charter to Petrobras S.A. on the Piranema field located offshore Brazil. The charter includes a firm contract period through March 2018, with up to 11 one-year extension options and includes cost escalation clauses.

The Piranema FPSO acquisition is part of Teekay's previously announced proposed transaction to acquire three FPSO units from Sevan. The remaining two FPSOs, the Sevan Hummingbird (currently operating under a short-term charter contract), and the Sevan Voyageur (currently undergoing an upgrade) initially would be acquired by Teekay. If acquired by Teekay, both FPSO units would be eligible to be acquired by Teekay Offshore upon commencement of charter contracts with a firm period of greater than three years in duration.

In addition, the partnership announced today that it has agreed to sell approximately 7.1 million common units in a private placement to a group of institutional investors for proceeds of approximately $170 million (excluding its general partner's proportionate capital contribution), subject to the acquisition of the Piranema FPSO. The partnership intends to use the proceeds from the sale of common units to partially finance the acquisition of the Piranema FPSO and to partially fund the partnership's previously announced acquisition of four newbuilding shuttle tankers scheduled to deliver in mid-2013. The institutional investors participating in the private placement are funds managed by Kayne Anderson Capital Advisors L.P., Fiduciary Asset Management, Inc., ClearBridge Advisors, LLC, Salient Capital Advisors, LLC. and Tortoise Capital Advisors, LLC.

The partnership expects that the proposed acquisition of the Piranema FPSO and the closing of the private equity placement would occur concurrently during the fourth quarter of 2011.

November 10, 2011

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