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Teekay Offshore Announces Upsize and Pricing of Private Offering

Teekay Offshore Announces Upsize and Pricing of Private Offering
Teekay Offshore Partners have announced today the pricing at par of its previously announced private placement to eligible purchasers by the Partnership and its wholly-owned subsidiary

Teekay Offshore Finance Corp., of 8.5% senior unsecured notes due 2023.

The Partnership upsized the offering amount from USD 500 million to USD 700 million in aggregate principal amount.

Brookfield TK TOLP L.P, the holder of approximately 59.5% of Teekay Offshore’s outstanding common units, has agreed to purchase USD 500 million principal amount of the Notes in the Offering. The Offering is expected to close on July 2, 2018, subject to customary closing conditions.

The Partnership expects to use the net proceeds from the Offering to:

(a) fund the tender offers to purchase any and all of its outstanding 6% Senior Notes due 2019 and any and all of its outstanding Norwegian Kroner-denominated senior notes due 2019 (the Tender Offers),

(b) repay a cross currency swap,

(c) repay at par an outstanding $200 million 10% promissory note of the Partnership held by the Brookfield Purchaser due 2022 and make an associated $12 million make-whole payment and

(d) pay any fees and expenses relating to the Tender Offers. To the extent that the Tender Offers are not completed, or the net proceeds of the Offering exceed the amount needed to fund the Tender Offers, the Partnership may use the remaining net proceeds from the Offering for general partnership purposes, which may include the repayment of indebtedness.

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