Teekay Offshore Acquires 50% Stake in Cidade De Itajai FPSO

Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) announced Wednesday that it has agreed to acquire a 50 percent interest in the Cidade de Itajai (Itajai) floating production, storage and offloading (FPSO) unit from Teekay Corporation (Teekay) for a purchase price of approximately $204 million. The acquisition will be financed with assumed debt and proceeds from the recently completed equity private placement. The acquisition is expected to be completed June 1, subject to customary closing conditions. The Itajai FPSO is operating on the Baúna and Piracaba (previously named Tiro and Sidon) fields in the Santos Basin offshore Brazil under a nine-year fixed-rate time-charter contract (plus extension options) with Petroleo Brasileiro SA (Petrobras). The remaining 50 percent interest in the Itajai FPSO is owned by Brazilian-based Odebrecht Oil & Gas S.A.

The Partnership's 50 percent interest in the Itajai FPSO unit, which will be equity accounted for, is expected to generate annual Cash Flow from Vessel Operations of approximately $25 million, and annual Distributable Cash Flow of approximately $14 million.

"We are pleased to be completing another strategic FPSO acquisition, our second to-date in 2013, which will bring the Partnership's total FPSO fleet size to five units," commented Peter Evensen, CEO of Teekay Offshore GP LLC. "The Itajai FPSO will add to our growing FPSO franchise in Brazil, where we currently own and operate two other FPSO units, and further builds on our strong relationship with Petrobras. In addition, the stable fixed-rate cash flow contributed from the Itajai FPSO will be accretive to the Partnership's distributable cash flow."

The Board of Directors of the Partnership's general partner and its Conflicts Committee have approved the transaction. The Conflicts Committee retained independent legal and financial advisors to assist in evaluating the transaction.

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