Teekay Offshore Partners L.P. $21.00 Per Common Unit
Table of Contents Filed pursuant to Rule 424(b)(4) File No. 333-139116 PROSPECTUS 7,000,000 Common Units Representing Limited Partner Interests Teekay Offshore Partners L.P. $21.00 per common unit We are selling 7,000,000 common units. We have granted the underwriters an option to purchase up to 1,050,000 additional common units to cover over- allotments, if any. We are a Marshall Islands limited partnership recently formed by Teekay Shipping Corporation, a leading provider of marine services to the global oil and natural gas industries, as part of its strategy to expand its operations in the offshore oil marine transportation, processing and storage sectors. Immediately following this offering, we will own a 26.0% interest in and control Teekay Offshore Operating L.P., a Marshall Islands limited partnership (or OPCO), which will own substantially all of the offshore oil transportation and storage assets of Teekay Shipping Corporation. Although we are organized as a partnership, we have elected to be taxed as a corporation solely for U.S. federal income tax purposes. This is the initial public offering of our common units, which have been approved for listing on the New York Stock Exchange, subject to official notice of issuance, under the symbol “TOO.” Investing in our common units involves risks. Please read “Risk Factors” beginning on page 18. These risks include the following: • Because our partnership interest in OPCO currently represents our only cash-generating asset, our cash flow initially will depend completely on OPCO’s ability to make distributions to its partners, including us.
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