TOO Pemfailan SEC - Teekay Offshore Partners L.P.- Laporan Tahunan, Penyata Proksi, Prospektus

Statistik Asas

LEI	549300ZJBGOCXKXQWE39
CIK	1382298

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Teekay Offshore Partners L.P.

SEC Filings (Chronological Order)

Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.

January 9, 2023	15-15D	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 15-15D 1 alteraform15-january92022.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-33198 ALTERA INFRASTRUCTURE
January 9, 2023	15-15D	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in
January 9, 2023	EX-1.1	Altera Infrastructure emerges from Chapter 11 with a strengthened balance sheet and foundation for long-term growth EX-1.1 2 pressreleasedatedjanuary92.htm EX-1.1 Altera Infrastructure emerges from Chapter 11 with a strengthened balance sheet and foundation for long-term growth Restructuring was successfully implemented through a pre-arranged Chapter 11 process in U.S. Bankruptcy Court Restructuring significantly deleveraged Altera’s balance sheet by equitizing more than $1 billion in junior debt obligations an
January 9, 2023	15-15D	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 15-15D 1 alteraform15-january92023.htm 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-33198 ALTERA INFRASTRUCTURE
January 9, 2023	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: January 9, 2023 Commission file number 1- 33198 6-K 1 altera6-kxjanuary92023.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: January 9, 2023 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its Charter) Altera House, Unit 3, Prospect
August 31, 2022	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 Commission file nu 6-K 1 altera6-kq2x22doc.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) Altera House, Unit 3,
August 30, 2022	EX-99.25	EX-99.25 NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the 7.
August 30, 2022	EX-99.25	EX-99.25 NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the 7.
August 30, 2022	EX-99.25	EX-99.25 NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the 7.
August 18, 2022	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: August 15, 2022 Commission file number 1-33198 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: August 15, 2022 Commission file number 1-33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its Charter) Altera House, Unit 3, Prospect Park, Arnhall Business Park, Westhill
August 15, 2022	EX-3.1	AMENDMENT NO. 3 TO SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTERA INFRASTRUCTURE L.P. Exhibit 3.1 AMENDMENT NO. 3 TO SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTERA INFRASTRUCTURE L.P. This AMENDMENT NO. 3 TO SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this ?Amendment?) dated as of August 12, 2022 (the ?Amendment Effective Date?), of Altera Infrastructure L.P., f/k/a Teekay Offshore Partners L.P., a Marshall Islands limited partnership (th
August 15, 2022	EX-10.1	RESTRUCTURING SUPPORT AGREEMENT Exhibit 10.1 EXECUTION VERSION Information in this exhibit (indicated by asterisks) is confidential and has been omitted pursuant to Item 601(b)(1)) of Regulation S-K. THIS RESTRUCTURING SUPPORT AGREEMENT AND THE DOCUMENTS ATTACHED HERETO COLLECTIVELY DESCRIBE A PROPOSED RESTRUCTURING OF THE COMPANY PARTIES THAT WILL BE EFFECTUATED THROUGH AN OUT-OF-COURT TRANSACTION OR CHAPTER 11 CASES IN THE BAN
August 15, 2022	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: August 12, 2022 Commission file number 1-33198 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: August 12, 2022 Commission file number 1-33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its Charter) Altera House, Unit 3, Prospect Park, Arnhall Business Park, Westhill
August 15, 2022	EX-99.2	Table of Contents Confidential – Subject to FRE 408 and equivalents I. Introduction II. Company Overview III. Business Plan & DIP Sizing Analysis IV. Appendix Exhibit 99.2 Confidential ? Subject to FRE 408 and equivalents ? Request for Proposal ? August 2022 Exhibit 99.2 Table of Contents Confidential ? Subject to FRE 408 and equivalents I. Introduction II. Company Overview III. Business Plan & DIP Sizing Analysis IV. Appendix Confidential ? Subject to FRE 408 and equivalents Evercore Contacts Evercore 55 East 52 nd St. New York, NY 10055 (212) 857 - 31
August 15, 2022	EX-99.1	Altera Infrastructure executes Restructuring Support Agreement with majority of secured lenders, enters Chapter 11 to strengthen capital structure and position for long-term growth Exhibit 99.1 Altera Infrastructure executes Restructuring Support Agreement with majority of secured lenders, enters Chapter 11 to strengthen capital structure and position for long-term growth - Restructuring will be implemented through a pre-arranged Chapter 11 process in U.S. Bankruptcy Court - Restructuring will significantly deleverage Altera?s balance sheet and facilitate a long term, sustai
August 4, 2022	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: August 4, 2022 Commission file number 1- 33198 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: August 4, 2022 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) Altera House, Unit 3, Prospect Park, Arnhall Business Park, Westhill
May 2, 2022	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 Commission file n UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) Altera House, Unit 3, Prospect Park, Arnhall Business
May 2, 2022	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: May 2, 2022 Commission file number 1- 33198 ALT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: May 2, 2022 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) Altera House, Unit 3, Prospect Park, Arnhall Business Park, Westhill, A
May 2, 2022	EX-4.1	Execution Version CREDIT AGREEMENT dated as of January 14, 2022, among ALTERA INFRASTRUCTURE HOLDINGS L.L.C., as Borrower, ALTERA INFRASTRUCTURE L.P., as the Parent, THE LENDERS FROM TIME TO TIME PARTY HERETO, U.S. BANK NATIONAL ASSOCIATION, as Admin Execution Version CREDIT AGREEMENT dated as of January 14, 2022, among ALTERA INFRASTRUCTURE HOLDINGS L.
March 9, 2022	EX-1.9	EXECUTION COPY THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALTERA INFRASTRUCTURE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANY Dated as of March 24, 2020 THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS EXECUTION COPY THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALTERA INFRASTRUCTURE GP L.
March 9, 2022	EX-1.5	EX-1.5
March 9, 2022	EX-1.8	EX-1.8
March 9, 2022	EX-1.10	AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALTERA INFRASTRUCTURE GP L.L.C. This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) dated as of November 30, 20 AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALTERA INFRASTRUCTURE GP L.L.C. This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this ?Amendment?) dated as of November 30, 2020, of Altera Infrastructure GP L.L.C., a Marshall Islands limited liability company (the ?Company?), is entered into by is by and among Brookfield TK
March 9, 2022	EX-2.7	Execution Version FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of January 14, 2022, is among Altera Infrastructure Holdings L.L.C., a limited liability company formed under the laws of Execution Version FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE (this ?First Supplemental Indenture?), dated as of January 14, 2022, is among Altera Infrastructure Holdings L.
March 9, 2022	EX-12.1	CERTIFICATION EXHIBIT 12.1 CERTIFICATION I, Ingvild Sæther, certify that: 1.I have reviewed this Annual Report on Form 20-F of Altera Infrastructure L.P. (the "Registrant"); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not m
March 9, 2022	20-F	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXC
March 9, 2022	EX-1.3	EX-1.3 a13-1dec2020xcertificate
March 9, 2022	EX-12.2	CERTIFICATION EXHIBIT 12.2 CERTIFICATION I, Jan Rune Steinsland, certify that: 1.I have reviewed this Annual Report on Form 20-F of Altera Infrastructure L.P. (the "Registrant"); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
March 9, 2022	EX-2.10	EXECUTION VERSION KIRKLAND & ELLIS INTERNATIONAL LLP 30 St. Mary Axe London EC3A 8AF Tel: +44 (0)20 7469 2000 Fax: +44 (0)20 7469 2001 www.kirkland.com ( Project Alin: Loan Note Instrument Dated 14 December 2021 ALTERA SHUTTLE TANKERS L.L.C. LOAN NOT EXECUTION VERSION KIRKLAND & ELLIS INTERNATIONAL LLP 30 St. Mary Axe London EC3A 8AF Tel: +44 (0)20 7469 2000 Fax: +44 (0)20 7469 2001 www.kirkland.com ( Project Alin: Loan Note Instrument Dated 14 December 2021 ALTERA SHUTTLE TANKERS L.L.C. LOAN NOTE INSTRUMENT in respect of the issuance of the following Notes: (1) $70,000,000 unsecured loan notes due 2026; and (2) PIK notes due 2026 (as issued i
March 9, 2022	EX-13.2	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Altera Infrastructure L.P. (the ?Partnership?) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Form 20-F?), the undersigned, who is carrying out the
March 9, 2022	EX-1.2	23rd March 23rd March
March 9, 2022	EX-13.1	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Altera Infrastructure L.P. (the “Partnership”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), the undersigned, who is carrying out the
March 9, 2022	EX-2.8	Execution Version SECOND SUPPLEMENTAL INDENTURE This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 14, 2022, among the entities whose names and jurisdictions of organization are listed in Annex A hereto (collectiv Execution Version SECOND SUPPLEMENTAL INDENTURE This SECOND SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of January 14, 2022, among the entities whose names and jurisdictions of organization are listed in Annex A hereto (collectively the ?New Guarantors?), each of which is a Subsidiary of Altera Infrastructure Holdings L.
February 3, 2022	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: February 3, 2022 Commission file number 1- 3319 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: February 3, 2022 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) Altera House, Unit 3, Prospect Park, Arnhall Business Park, Westhi
January 18, 2022	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: January 14, 2022 Commission file number 1-33198 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: January 14, 2022 Commission file number 1-33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its Charter) Altera House, Unit 3, Prospect Park, Arnhall Business Park, Westhil
November 5, 2021	EX-4.1	Indenture, dated as of August 27, 2021, among Altera Infrastructure Holdings L.L.C., Altera Infrastructure L.P. and U.S. Bank National Association, as trustee https://www.sec.gov/Archives/edgar/data/1382298/000110465921111052/tm2126505d1ex4-1.htm[11/3/2021 3:30:53 PM] EX-4.1 2 tm2126505d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION VERSION ALTERA INFRASTRUCTURE HOLDINGS L.L.C. 11.50% SENIOR SECURED PIK NOTES DUE 2026 INDENTURE Dated as of August 27, 2021 U.S. Bank National Association Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION
November 5, 2021	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 Commission fi UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) Altera House, Unit 3, Prospect Park, Arnhall Busi
November 5, 2021	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: November 5, 2021 Commission file number 1- 3319 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: November 5, 2021 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) Altera House, Unit 3, Prospect Park, Arnhall Business Park, Westhi
August 30, 2021	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: August 30, 2021 Commission file number 1-33198 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: August 30, 2021 Commission file number 1-33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its Charter) Altera House, Unit 3, Prospect Park, Arnhall Business Park, Westhill
August 30, 2021	EX-4.1	Indenture, dated as of August 27, 2021, among Altera Infrastructure Holdings L.L.C., Altera Infrastructure L.P. and U.S. Bank National Association, as trustee. Exhibit 4.1 EXECUTION VERSION ALTERA INFRASTRUCTURE HOLDINGS L.L.C. 11.50% SENIOR SECURED PIK NOTES DUE 2026 INDENTURE Dated as of August 27, 2021 U.S. Bank National Association Trustee TABLE OF CONTENTS Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 42 Section 1.03 No Incorporation by Reference of Trust Indenture Act 43 Sectio
August 26, 2021	EX-1.1	Press Release dated August 26, 2021 1 Altera Infrastructure GP L.L.C. Announces Expiration of Exchange Offer and Consent Solicitation Aberdeen, United Kingdom, August 26, 2021 - Altera Infrastructure GP L.L.C., the general partner of Altera Infrastructure L.P. (?Altera? or the ?Partnership?), today announced the expiration of its previously announced offer to exchange (the ?Exchange Offer?) the outstanding 8.50% Senior Notes due 202
August 26, 2021	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: August 26, 2021 Commission file number 1- 33198 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: August 26, 2021 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its Charter) Altera House, Unit 3, Prospect Park, Arnhall Business Park, Westhil
August 17, 2021	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: August 17, 2021 Commission file number 1- 33198 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: August 17, 2021 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) Altera House, Unit 3, Prospect Park, Arnhall Business Park, Westhil
August 17, 2021	EX-1.2	Press Release dated August 17, 2021 Altera Infrastructure GP L.L.C. Announces Expiration of Early Participation Deadline for Exchange Offer and Consent Solicitation Aberdeen, United Kingdom, August 17, 2021 Altera Infrastructure GP L.L.C., the general partner of Altera Infrastructure L.P. (?Altera? or the ?Partnership?), today announced the expiration of the Early Tender Time (as defined in the Offering Memorandum (as defined below)
August 17, 2021	EX-1.1	Press Release dated August 12, 2021 Altera Infrastructure GP L.L.C. Announces Extension of Early Participation Deadline for Exchange Offer and Consent Solicitation Aberdeen, United Kingdom, August 12, 2021 Altera Infrastructure GP L.L.C., the general partner of Altera Infrastructure L.P. (?Altera? or the ?Partnership?), today announced that it is extending the Early Tender Time (as defined in the Offering Memorandum (as defined belo
July 29, 2021	EX-1.1	Press Release dated July 29, 2021 Altera Infrastructure GP LLC Announces Commencement of Exchange Offer and Consent Solicitation for 8.
July 29, 2021	EX-1.2	Press Release dated July 29, 202 Altera Infrastructure GP LLC Announces Series of Measures Which Are Expected to Result in More Than $80 Million in Annual Cashflow Savings, Including Suspension of Quarterly Cash Distributions on the Preferred Units of Altera Infrastructure L.
July 29, 2021	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: July 29, 2021 Commission file number 1- 33198 A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: July 29, 2021 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) Altera House, Unit 3, Prospect Park, Arnhall Business Park, Westhill,
July 29, 2021	EX-1.3	release for the three and six mont Press Release ???????????????????????????????????????????????????????????????????????????????????????????? Altera Infrastructure Reports Second Quarter 2021 Results Aberdeen, United Kingdom, July 29, 2021 - Altera Infrastructure GP LLC (Altera GP), the general partner of Altera Infrastructure L.
July 29, 2021	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 Commission file nu UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) Altera House, Unit 3, Prospect Park, Arnhall Business
May 5, 2021	EX-4.1	Credit Agreement, dated February 23, 2021, between Altera Shuttle Tankers L.L.C Execution Version CREDIT AGREEMENT dated as of February 23, 2021, between ALTERA SHUTTLE TANKERS L.
May 5, 2021	6-K	Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: May 5, 2021 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) Altera House, Unit 3, Prospect Park, Arnhall Business Park, Westhill, A
May 5, 2021	6-K	Current Report of Foreign Issuer - 6-K 6-K 1 altera6-kq1x21doc.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere
May 5, 2021	EX-4.2	, dated February 23, 2021 between Altera Infrastructure L.P., and Execution Version CREDIT AGREEMENT dated as of February 23, 2021, between ALTERA INFRASTRUCTURE L.
March 4, 2021	EX-12	CERTIFICATION EXHIBIT 12.2 CERTIFICATION I, Jan Rune Steinsland, certify that: 1.I have reviewed this Annual Report on Form 20-F of Altera Infrastructure L.P. (the "Registrant"); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
March 4, 2021	EX-4	Execution Version SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 25, 2020, between ALTERA INFRASTRUCTURE L.P., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and BROOKFIELD TK LOAN LP as Administrative Agent i TABLE OF CO Execution Version SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 25, 2020, between ALTERA INFRASTRUCTURE L.
March 4, 2021	EX-13	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Altera Infrastructure L.P. (the ?Partnership?) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the ?Form 20-F?), the undersigned, who is carrying out the
March 4, 2021	EX-15	March 4, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 16F of the Form 20-F dated March 4, 2021, of Altera Infrastructure L.P. and are in agreement with the statements containe EX-15 9 too2020ex-151.htm EX-15.1 March 4, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 16F of the Form 20-F dated March 4, 2021, of Altera Infrastructure L.P. and are in agreement with the statements contained therein except that we have no basis to agree or disagree with the reason for the change in principal accountants.
March 4, 2021	EX-4	Execution Version AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 7, 2020, between ALTERA INFRASTRUCTURE L.P., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and BROOKFIELD TK LOAN LP as Administrative Agent i TABLE OF CONTENTS Pag Execution Version AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 7, 2020, between ALTERA INFRASTRUCTURE L.
March 4, 2021	EX-12	CERTIFICATION EXHIBIT 12.1 CERTIFICATION I, Ingvild S?ther, certify that: 1.I have reviewed this Annual Report on Form 20-F of Altera Infrastructure L.P. (the "Registrant"); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not m
March 4, 2021	EX-2	DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT EXHIBIT 2.7 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following description of the equity securities of Altera Infrastructure L.P. (the ?Partnership,? ?we,? ?us,? and ?our?) does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the Seventh Amended and Restated Partnership Agreement, as amended by that
March 4, 2021	EX-13	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Altera Infrastructure L.P. (the ?Partnership?) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the ?Form 20-F?), the undersigned, who is carrying out the
March 4, 2021	20-F	- 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXC
February 4, 2021	6-K	Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: February 4, 2021 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) Altera House, Unit 3, Prospect Park, Arnhall Business Park, Westhi
November 3, 2020	6-K	Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road,
November 3, 2020	6-K	Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: November 3, 2020 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Pembroke, HM 08,
November 3, 2020	EX-1.1	1.1 Second Amendment to Seventh Amended and Restated Agreement of Limited Partnership of Altera Infrastructure L.P. alterainfrastructurelp-s AMENDMENT NO. 2 TO SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTERA INFRASTRUCTURE L.P. This AMENDMENT NO. 2 TO SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”) dated as of October 27, 2020, of Altera Infrastructure L.P. f/k/a Teekay Offshore Partners L.P., a Marshall Islands limited partnership (the “Partnership”), is
August 6, 2020	6-K	Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: August 6, 2020 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Pembroke, HM 08, B
August 6, 2020	6-K	Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Pemb
May 6, 2020	6-K	Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: May 6, 2020 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Pembroke, HM 08, Berm
May 6, 2020	6-K	Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 Commission file number 1- 33198 ALTERA INFRASTRUCTURE L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Pem
March 27, 2020	EX-1.2	Seventh Amended and Restated Agreement of Limited Partnership of Altera Infrastructure L.P. (formerly known as Teekay Offshore Partners L.P.) dated January 22, 2020, as amended by that Amendment No. 1 to Seventh Amended and Restated Agreement of Limited Partnership, dated March 24, 2020. Exhibit 1.2 SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions. 1 Section 1.2 Construction. 17 ARTICLE II ORGANIZATION 17 Section 2.1 Formation; Amendment and Restatement of the Prior Agreement; Ownership of Partnership Interests. 17 Section 2.2 Name. 18 Section 2.3 Registered Office;
March 27, 2020	6-K	TOO / Teekay Offshore Partners L.P. 6-K - Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of Report: March 24, 2020 Commission file number 1-33198 ALTERA INFRASTRUCTURE L.P. (Translation of registrant’s name into English) 4th Floor Belvedere Building 69 Pitts Bay Road Pembroke, HM08 Bermuda (Ad
March 27, 2020	EX-1.7	Certificate of Formation of Altera Infrastructure Operating GP L.L.C. (formerly known as Teekay Offshore Operating GP L.L.C.), dated September 22, 2006, as amended by that Certificate of Amendment, dated March 24, 2020. Exhibit 1.7 CERTIFICATE OF FORMATION OF TEEKAY OFFSHORE OPERATING GP L.L.C. UNDER SECTION 9 OF THE MARSHALL ISLANDS LIMITED LIABILITY COMPANY ACT 1. The name of the Limited Liability Company is: Teekay Offshore Operating GP L.L.C. 2. The address of its registered agent in the Marshall Islands is Trust Company Complex, Ajeltake Islands, Ajeltake Road, Majuro, Marshall Islands MH 96960. The name of
March 27, 2020	EX-1.6	Second Amended and Restated Agreement of Limited Partnership of Altera Infrastructure Operating L.P. (formerly known as Teekay Offshore Operating L.P.), dated December 23, 2015, as amended by Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership, dated March 24, 2020. Exhibit 1.6 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE OPERATING L.P. THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE OPERATING L.P., dated as of December 23, 2015, is entered into and executed by TEEKAY OFFSHORE OPERATING GP L.L.C., a Marshall Islands limited liability company, as General Partner, and TEEKAY OFFSHORE HOLDIN
March 27, 2020	EX-1.5	Amended and Restated Certificate of Limited Partnership of Altera Infrastructure Operating L.P. (formerly known as Teekay Offshore Operating L.P.), dated March 24, 2020. Exhibit 1.5 STATEMENT TO AMEND AND RESTATE CERTIFICATE OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE OPERATING L.P. UNDER SECTION 19 OF THE LIMITED PARTNERSHIP ACT The undersigned, Edith Robinson, authorized person of Altera Infrastructure Operating GP L.L.C., a Marshall Islands limited liability company and the general partner of TEEKAY OFFSHORE OPERATING L.P., a limited partnership formed under the
March 27, 2020	EX-1.1	Amended and Restated Certificate of Limited Partnership of Altera Infrastructure L.P. (formerly known as Teekay Offshore Partners L.P.), dated March 24, 2020. Exhibit 1.1 STATEMENT TO AMEND AND RESTATE CERTIFICATE OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P. UNDER SECTION 19 OF THE LIMITED PARTNERSHIP ACT The undersigned, Edith Robinson, authorized person of ALTERA INFRASTRUCTURE GP L.L.C., a Marshall Islands limited liability company and the general partner of TEEKAY OFFSHORE PARTNERS L.P., a limited partnership formed under the laws of the
March 27, 2020	EX-1.3	Certificate of Formation of Altera Infrastructure GP L.L.C. (formerly known as Teekay Offshore GP L.L.C.), dated August 25, 2006, as amended by that Certificate of Amendment dated March 23, 2020. Exhibit 1.3 CERTIFICATE OF FORMATION OF TEEKAY OFFSHORE GP L.L.C. UNDER SECTION 9 OF THE MARSHALL ISLANDS LIMITED LIABILITY COMPANY ACT 1. The name of the Limited Liability Company is: Teekay Offshore GP L.L.C. 2. The address of its registered agent in the Marshall Islands is Trust Company Complex, Ajeltake Islands, Ajeltake Road, Majuro, Marshall Islands MH 96960. The name of its registered agent
March 27, 2020	EX-1.4	Third Amended and Restated Limited Liability Company Agreement of Altera Infrastructure GP L.L.C. (formerly known as Teekay Offshore GP L.L.C.), dated March 24, 2020. Exhibit 1.4 EXECUTION COPY THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALTERA INFRASTRUCTURE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANY Dated as of March 24, 2020 THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO THE CONDITIONS SPECIFIED IN THIS LIMITED LIABILITY COMPANY AGREEMENT AMONG THE MEMBERS OF THE ISSUER. THE SECURITIES REPRESENTE
February 28, 2020	EX-2.7	DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT EXHIBIT 2.7 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following description of the equity securities of Teekay Offshore Partners, L.P. (the ?Partnership,? ?we,? ?us,? and ?our?) does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the Seventh Amended and Restated Partnership Agreement (the ?Amended a
February 28, 2020	20-F	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXC
February 28, 2020	EX-1.4	SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEEKAY OFFSHORE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANY Dated as of September 25, 2017 EXHIBIT 1.4 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEEKAY OFFSHORE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANY Dated as of September 25, 2017 THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO THE CONDITIONS SPECIFIED IN THIS LIMITED LIABILITY COMPANY AGREEMENT AMONG THE MEMBERS OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRU
February 28, 2020	EX-15.1	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form F-3 No. 333-221745) of Teekay Offshore Partners L.P. of our reports dated February 28, 2020, with respect to the consolidated financial statements of Teekay Offshore Partners L.P., and the effectiveness of internal control over financial reporting o
February 28, 2020	EX-13.2	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Teekay Offshore Partners L.P. (the “Partnership”) on Form 20-F for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), the undersigned, who is carrying out
February 28, 2020	EX-13.1	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Teekay Offshore Partners L.P. (the “Partnership”) on Form 20-F for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), the undersigned, who is carrying out
February 28, 2020	EX-12.1	CERTIFICATION EXHIBIT 12.1 CERTIFICATION I, Ingvild Sæther, certify that: 1. I have reviewed this Annual Report on Form 20-F of Teekay Offshore Partners L.P. (the "Registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
February 28, 2020	EX-1.2	SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P. TABLE OF CONTENTS EXHIBIT 1.2 SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P. TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions. Section 1.2 Construction. ARTICLE II ORGANIZATION Section 2.1 Formation; Amendment and Restatement of the Prior Agreement; Ownership of Partnership Interests. Section 2.2 Name. Section 2.3 Registered Office; Registered Agent; Pr
February 28, 2020	EX-15.3	CONSOLIDATED FINANCIAL STATEMENTS OF OOGTK Libra GmbH & Co KG INDEPENDENT AUDITORS’ REPORT EXHIBIT 15.3 CONSOLIDATED FINANCIAL STATEMENTS OF OOGTK Libra GmbH & Co KG INDEPENDENT AUDITORS? REPORT The Board of Directors OOGTK Libra GmbH & Co KG: Report on the Financial Statements We have audited the accompanying consolidated financial statements of OOGTK Libra GmbH & Co KG and its subsidiaries, which comprise the consolidated balance sheet as of December 31, 2018, and the related consolid
February 28, 2020	EX-15.2	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-15.2 11 too2019ex-152.htm EXHIBIT 15.2 EXHIBIT 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Nos. 333-147682 and 333-216624) on Form S-8 and Registration Statement (No. 333-221745) on Form F-3 of Teekay Offshore Partners L.P. (the “Partnership”) of our report dated February 28, 2019, with respect to the
February 28, 2020	EX-12.2	CERTIFICATION EXHIBIT 12.2 CERTIFICATION I, Jan Rune Steinsland, certify that: 1. I have reviewed this Annual Report on Form 20-F of Teekay Offshore Partners L.P. (the "Registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were m
February 21, 2020	6-K	TOO / Teekay Offshore Partners L.P. 6-K - Current Report of Foreign Issuer - 6-K 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: February 21, 2020 Commission file number 1-33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its Charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton,
February 6, 2020	6-K	TOO / Teekay Offshore Partners L.P. 6-K - Current Report of Foreign Issuer - 6-K 6-K 1 tooq4-19erdocument.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: February 6, 2020 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building,
February 3, 2020	15-12B	TOO / Teekay Offshore Partners L.P. 15-12B - - 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of registrant as specifi
January 23, 2020	SC 13E3/A	BAM / Brookfield Asset Management, Inc. SC 13E3/A - - SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 3) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER TEEKAY OFFSHORE PARTNERS L.P. (Name of Issuer) Partners Limited Brookfield Asset Management Inc. Brookfield Private Equity Inc. Brookfield Private Equity Group Holdings LP BCP GP Limited Brookfield Capi
January 23, 2020	SC 13D/A	TOO / Teekay Offshore Partners L.P. / BROOKFIELD ASSET MANAGEMENT INC. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.
January 23, 2020	EX-99.1	TEEKAY OFFSHORE PARTNERS ANNOUNCES Exhibit 99.1 TEEKAY OFFSHORE PARTNERS ANNOUNCES COMPLETION OF ITS ACQUISITION BY BROOKFIELD, CHANGES TO BOARD OF DIRECTORS AND PLAN TO REBRAND AS ALTERA INFRASTRUCTURE HAMILTON, Bermuda, Jan. 23, 2020 (GLOBE NEWSWIRE) — Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) announced that, effective January 22, 2020, Brookfield Business Partners L.P., together with certain of its affil
January 23, 2020	POS AM	TOO / Teekay Offshore Partners L.P. POS AM - - POS AM POS AM 1 a20-54851posam.htm POS AM As filed with the Securities and Exchange Commission on January 23, 2020 Registration No. 333-221745 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of registrant as specified in its charter) Republic
January 23, 2020	S-8 POS	TOO / Teekay Offshore Partners L.P. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 23, 2020 Registration No.
January 23, 2020	EX-99.25	EX-99.25 NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 03, 2020, pursuant to the provisions of Rule 12d2-2 (a).
January 23, 2020	S-8 POS	TOO / Teekay Offshore Partners L.P. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on January 23, 2020 Registration No.
January 23, 2020	6-K	TOO / Teekay Offshore Partners L.P. 6-K - Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: January 23, 2020 Commission file number 1-33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its Charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 0
December 12, 2019	EX-99.(A)(1)	Teekay Offshore Partners L.P. 4th Floor, Belvedere Building 69 Pitts Bay Road Hamilton, HM 08, Bermuda PRELIMINARY COPY—SUBJECT TO COMPLETION NOTICE OF ACTION BY WRITTEN CONSENT AND INFORMATION STATEMENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE Exhibit (a)(1) Teekay Offshore Partners L.P. 4th Floor, Belvedere Building 69 Pitts Bay Road Hamilton, HM 08, Bermuda PRELIMINARY COPY—SUBJECT TO COMPLETION NOTICE OF ACTION BY WRITTEN CONSENT AND INFORMATION STATEMENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY Dear Common Unitholders of Teekay Offshore Partners L.P.: We are sending this notice of action by writ
December 12, 2019	EX-99.(C)(2)	Preliminary Draft - Confidential These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee (the “Committee”) of the Board of Directors of Teekay Offshore GP L.L.C., the general partner of Teekay Offshore Par Exhibit (c)(2) The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.
December 12, 2019	EX-99.(C)(6)	The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.L.C. Discussion Materials September 26, 2019 CONFIDENTIAL TREATMENT REQUEST GRANTED PRELIMINARY DRAFT SUBPJrEelCimTinTaOry MDAraTftE-RCIoAnLfidCeHnAtiaNl GES Exhibit (c)(6) The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.
December 12, 2019	EX-99.(C)(4)	SUBPJrEelCimTinTaOry MDAraTftE-RCIoAnLfidCeHnAtiaNl GES The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.L.C. Discussion Materials Regarding Project Tiempo June 27, 2019 PRELIMINARY DRAFT 6/27/2019 7:45 PM CONFIDENTIAL TREATM Exhibit (c)(4) SUBPJrEelCimTinTaOry MDAraTftE-RCIoAnLfidCeHnAtiaNl GES The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.
December 12, 2019	EX-99.(C)(3)	Preliminary Draft - Confidential Table of Contents Section Introduction I TK / Brookfield April 29, 2019 Transaction II Partnership Situation Analysis III Preliminary Valuation of the Common Units IV Appendix A. Weighted Average Cost of Capital Analy Exhibit (c)(3) The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.
December 12, 2019	SC 13E3/A	BAM / Brookfield Asset Management, Inc. SC 13E3/A - - SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER TEEKAY OFFSHORE PARTNERS L.P. (Name of Issuer) Partners Limited Brookfield Asset Management Inc. Brookfield Private Equity Inc. Brookfield Private Equity Group Holdings LP BCP GP Limited Brookfield Capi
December 12, 2019	EX-99.(C)(7)	The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.L.C. Discussion Materials Regarding Project Tiempo September 30, 2019 CONFIDENTIAL TREATMENT REQUEST GRANTED Exhibit (c)(7) The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.
December 12, 2019	EX-99.(C)(5)	The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.L.C. Discussion Materials Regarding Project Tiempo August 16, 2019 CONFIDENTIAL TREATMENT REQUEST GRANTED PRELIMINARY DRAFT SUBPJrEelCimTinTaOry MDAraTftE-RCIoAnLfidCeHnAtiaNl Exhibit (c)(5) The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.
November 21, 2019	SC 13E3/A	TOO / Teekay Offshore Partners L.P. / BROOKFIELD ASSET MANAGEMENT INC. - SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER TEEKAY OFFSHORE PARTNERS L.P. (Name of Issuer) Partners Limited Brookfield Asset Management Inc. Brookfield Private Equity Inc. Brookfield Private Equity Group Holdings LP BCP GP Limited Brookfield Capi
November 21, 2019	EX-99.(A)(1)	Teekay Offshore Partners L.P. 4th Floor, Belvedere Building 69 Pitts Bay Road Hamilton, HM 08, Bermuda PRELIMINARY COPY—SUBJECT TO COMPLETION NOTICE OF ACTION BY WRITTEN CONSENT AND INFORMATION STATEMENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE Exhibit (a)(1) Teekay Offshore Partners L.P. 4th Floor, Belvedere Building 69 Pitts Bay Road Hamilton, HM 08, Bermuda PRELIMINARY COPY—SUBJECT TO COMPLETION NOTICE OF ACTION BY WRITTEN CONSENT AND INFORMATION STATEMENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY Dear Common Unitholders of Teekay Offshore Partners L.P.: We are sending this notice of action by writ
November 7, 2019	6-K	TOO / Teekay Offshore Partners L.P. 6-K - Current Report of Foreign Issuer - 6-K 6-K 1 too6kq319doc.htm 6-K sale UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Bel
November 7, 2019	6-K	TOO / Teekay Offshore Partners L.P. 6-K - Current Report of Foreign Issuer - 6-K 6-K 1 tooq3-19erdocument.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: November 7, 2019 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building,
October 28, 2019	EX-99.(C)(3)	Preliminary Draft - Confidential Table of Contents Section Introduction I TK / Brookfield April 29, 2019 Transaction II Partnership Situation Analysis III Preliminary Valuation of the Common Units IV Appendix A. Weighted Average Cost of Capital Analy Exhibit (c)(3) The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.
October 28, 2019	EX-99.(C)(4)	SUBPJrEelCimTinTaOry MDAraTftE-RCIoAnLfidCeHnAtiaNl GES The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.L.C. Discussion Materials Regarding Project Tiempo June 27, 2019 PRELIMINARY DRAFT 6/27/2019 7:45 PM CONFIDENTIAL TREATM Exhibit (c)(4) SUBPJrEelCimTinTaOry MDAraTftE-RCIoAnLfidCeHnAtiaNl GES The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.
October 28, 2019	EX-99.(C)(5)	The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.L.C. Discussion Materials Regarding Project Tiempo August 16, 2019 CONFIDENTIAL TREATMENT REQUESTED PRELIMINARY DRAFT SUBPJrEelCimTinTaOry MDAraTftE-RCIoAnLfidCeHnAtiaNl GES Exhibit (c)(5) The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.
October 28, 2019	EX-99.(A)(3)	TEEKAY OFFSHORE PARTNERS ANNOUNCES AGREEMENT FOR THE ACQUISITION OF ITS PUBLICLY HELD COMMON UNITS BY BROOKFIELD Exhibit (a)(3) TEEKAY OFFSHORE PARTNERS ANNOUNCES AGREEMENT FOR THE ACQUISITION OF ITS PUBLICLY HELD COMMON UNITS BY BROOKFIELD HAMILTON, Bermuda, Oct.
October 28, 2019	EX-99.(C)(7)	The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.L.C. Discussion Materials Regarding Project Tiempo September 30, 2019 CONFIDENTIAL TREATMENT REQUESTED Exhibit (c)(7) The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.
October 28, 2019	SC 13E3	TOO / Teekay Offshore Partners L.P. / BROOKFIELD ASSET MANAGEMENT INC. - SC 13E3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 TEEKAY OFFSHORE PARTNERS L.P. (Name of Issuer) Partners Limited Brookfield Asset Management Inc. Brookfield Private Equity Inc. Brookfield Priv
October 28, 2019	EX-99.(C)(2)	Preliminary Draft - Confidential These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee (the “Committee”) of the Board of Directors of Teekay Offshore GP L.L.C., the general partner of Teekay Offshore Par Exhibit (c)(2) The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.
October 28, 2019	EX-99.(A)(1)	Teekay Offshore Partners L.P. 4th Floor, Belvedere Building 69 Pitts Bay Road Hamilton, HM 08, Bermuda PRELIMINARY COPY—SUBJECT TO COMPLETION NOTICE OF ACTION BY WRITTEN CONSENT AND INFORMATION STATEMENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE Exhibit (a)(1) Teekay Offshore Partners L.P. 4th Floor, Belvedere Building 69 Pitts Bay Road Hamilton, HM 08, Bermuda PRELIMINARY COPY—SUBJECT TO COMPLETION NOTICE OF ACTION BY WRITTEN CONSENT AND INFORMATION STATEMENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY Dear Common Unitholders of Teekay Offshore Partners L.P.: We are sending this notice of action by writ
October 28, 2019	EX-99.(C)(6)	The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.L.C. Discussion Materials September 26, 2019 CONFIDENTIAL TREATMENT REQUESTED PRELIMINARY DRAFT SUBPJrEelCimTinTaOry MDAraTftE-RCIoAnLfidCeHnAtiaNl GES Exhibit (c)(6) The Conflicts Committee of the Board of Directors of Teekay Offshore GP L.
October 2, 2019	EX-1	BROOKFIELD CAPITAL PARTNERS LLC 250 Vesey Street New York, NY 10281 Exhibit 1 BROOKFIELD CAPITAL PARTNERS LLC 250 Vesey Street New York, NY 10281 September 30, 2019 Brookfield TK Acquisition Holdings LP c/o Brookfield Capital Partners (Bermuda) Ltd.
October 2, 2019	EX-2	AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 30, 2019 BY AND AMONG BROOKFIELD TK ACQUISITION HOLDINGS LP, BROOKFIELD TK MERGER SUB LLC, TEEKAY OFFSHORE PARTNERS L.P., TEEKAY OFFSHORE GP L.L.C. THE OTHER PARTIES HERETO Exhibit 2 AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 30, 2019 BY AND AMONG BROOKFIELD TK ACQUISITION HOLDINGS LP, BROOKFIELD TK MERGER SUB LLC, TEEKAY OFFSHORE PARTNERS L.
October 2, 2019	SC 13D/A	TOO / Teekay Offshore Partners L.P. / BROOKFIELD ASSET MANAGEMENT INC. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.
July 31, 2019	6-K	TOO / Teekay Offshore Partners L.P. 6-K - Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, H
July 31, 2019	6-K	TOO / Teekay Offshore Partners L.P. 6-K - Current Report of Foreign Issuer - 6-K 6-K 1 tooq2-19erdocument.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: July 31, 2019 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69
July 30, 2019	EX-99.25	EX-99.25 NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 12, 2019, pursuant to the provisions of Rule 12d2-2 (a).
May 20, 2019	SC 13D/A	TOO / Teekay Offshore Partners L.P. / BROOKFIELD ASSET MANAGEMENT INC. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.
May 20, 2019	EX-1	Brookfield Business Partners L.P. Brookfield Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, Ontario, Canada M5J 2T3 Exhibit 1 Brookfield Business Partners L.P. Brookfield Place, Suite 300 181 Bay Street, P.O. Box 762 Toronto, Ontario, Canada M5J 2T3 May 17, 2019 Teekay Offshore Partners L.P. c/o Teekay Offshore GP LLC, its general partner Fourth Floor, Belvedere Building 69 Pitts Bay Road Hamilton, HM 08 Bermuda Attn: Members of the Conflicts Committee of the Board of Directors of Teekay Offshore GP LLC Re: Acq
May 13, 2019	SC 13D/A	TOO / Teekay Offshore Partners L.P. / BROOKFIELD ASSET MANAGEMENT INC. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.
May 10, 2019	EX-1.1	Amendment No. 2, dated as of May 8, 2019, to the Second Amended and Restated Limited Liability Company Agreement of Teekay Offshore GP L.L.C. (filed as Exhibit 1.1 to the Issuer’s Report on Form 6-K, filed with the SEC on May 10, 2019 and incorporated by reference herein). EX-1.1 Exhibit 1.1 AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEEKAY OFFSHORE GP L.L.C. This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”), dated as of May 8, 2019, of Teekay Offshore GP L.L.C., a Marshall Islands non-resident domestic limited liability company (the “Company”), is by and among Teekay
May 10, 2019	6-K	TOO / Teekay Offshore Partners L.P. 6-K Current Report of Foreign Issuer 6-K 6-K 1 d744152d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of Report: May 8, 2019 Commission file number 1-33198 TEEKAY OFFSHORE PARTNERS L.P. (Translation of registrant’s name into English) 4th Floor Belvedere Building 69 Pitts Bay Road H
May 10, 2019	SC 13D/A	TOO / Teekay Offshore Partners L.P. / Teekay Corp - SC 13D/A (AMENDMENT NO. 5) Activist Investment SC 13D/A 1 d640371dsc13da.htm SC 13D/A (AMENDMENT NO. 5) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Teekay Offshore Partners L.P. (Name of Issuer) Common Units, representing limited partner interests (Title of Class of Securities) Y8565J 10 1 (CUSIP Number) Edith Robinson 4th Floor, Belvedere Bui
May 3, 2019	EX-1	SECURITIES AND LOAN PURCHASE AGREEMENT Exhibit 1 EXECUTION VERSION SECURITIES AND LOAN PURCHASE AGREEMENT THIS SECURITIES AND LOAN PURCHASE AGREEMENT (this “Agreement”), dated as of April 29, 2019, is entered into by and among Teekay Corporation, a Republic of the Marshall Islands corporation (“Teekay Corp”), Teekay Finance Limited, a Bermuda corporation (“Teekay Finance”), Teekay Holdings Limited, a Bermuda corporation (“Teekay Holdings”) and Teekay Shipping Limited, a Bermuda corporation (“Teekay Shipping” and, collectively with Teekay Corp, Teekay Finance and Teekay Holdings, the “Sellers”) and Brookfield TK TOLP L.
May 3, 2019	SC 13D/A	TOO / Teekay Offshore Partners L.P. / Teekay Corp - SC 13D/A (AMENDMENT NO. 4) Activist Investment SC 13D/A (Amendment No. 4) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Teekay Offshore Partners L.P. (Name of Issuer) Common Units, representing limited partner interests (Title of Class of Securities) Y8565J 10 1 (CUSIP Number) Edith Robinson 4th Floor, Belvedere Building 69 Pitts Bay Road Hamilt
May 3, 2019	SC 13D/A	TOO / Teekay Offshore Partners L.P. / BROOKFIELD ASSET MANAGEMENT INC. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.
April 30, 2019	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) 6-K 6-K 1 too6-kq1x19doc.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere
April 30, 2019	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: April 30, 2019 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08
February 28, 2019	EX-15.3	CONSOLIDATED FINANCIAL STATEMENTS OF OOGTK Libra GmbH & Co KG INDEPENDENT AUDITORS’ REPORT Exhibit 15.3 CONSOLIDATED FINANCIAL STATEMENTS OF OOGTK Libra GmbH & Co KG INDEPENDENT AUDITORS’ REPORT The Board of Directors OOGTK Libra GmbH & Co KG: Report on the Financial Statements We have audited the accompanying consolidated financial statements of OOGTK Libra GmbH & Co KG and its subsidiaries, which comprise the consolidated balance sheet as of December 31, 2018, and the related consolid
February 28, 2019	20-F	TOO / Teekay Offshore Partners L.P. 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ý ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXC
February 28, 2019	EX-12.2	CERTIFICATION EXHIBIT 12.2 CERTIFICATION I, Jan Rune Steinsland, certify that: 1. I have reviewed this Annual Report on Form 20-F of Teekay Offshore Partners L.P. (the "Registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were m
February 28, 2019	EX-13.1	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Teekay Offshore Partners L.P. (the “Partnership”) on Form 20-F for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), the undersigned, who is carrying out
February 28, 2019	EX-12.1	CERTIFICATION EXHIBIT 12.1 CERTIFICATION I, Ingvild Sæther, certify that: 1. I have reviewed this Annual Report on Form 20-F of Teekay Offshore Partners L.P. (the "Registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
February 28, 2019	EX-15.2	CONSOLIDATED FINANCIAL STATEMENTS OF OOG TKP FPSO GmbH & Co KG INDEPENDENT AUDITORS’ REPORT Exhibit 15.2 CONSOLIDATED FINANCIAL STATEMENTS OF OOG TKP FPSO GmbH & Co KG INDEPENDENT AUDITORS’ REPORT The Board of Directors OOG TKP FPSO GmbH & Co KG: Report on the Financial Statements We have audited the accompanying consolidated financial statements of OOG TKP FPSO GmbH & Co KG and subsidiaries, which comprise the consolidated balance sheet as of December 31, 2017, and the related consolida
February 28, 2019	EX-13.2	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Teekay Offshore Partners L.P. (the “Partnership”) on Form 20-F for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), the undersigned, who is carrying out
February 28, 2019	EX-15.1	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EX-15.1 7 too2018ex-151.htm EXHIBIT 15.1 EXHIBIT 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Nos. 333-147682 and 333-216624) on Form S-8 and Registration Statements (Nos. 333-206461, 333-212782, 333-213229 and 333-221745) on Form F-3 of Teekay Offshore Partners L.P. (the “Partnership”) of our reports dat
February 13, 2019	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: February 8, 2019 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM
January 29, 2019	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: January 29, 2019 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton,
January 29, 2019	EX-16.1	[KPMG LLP LETTERHEAD] EX-16.1 Exhibit 16.1 [KPMG LLP LETTERHEAD] January 28, 2019 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We are currently principal accountants for Teekay Offshore Partners L.P. (the “Partnership”) and, under the date of March 21, 2018, we reported on the consolidated financial statements of the Partnership as of and for the years ended December 31, 2017 and 2016
November 6, 2018	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2018 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Ro
November 1, 2018	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: November 1, 2018 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM
October 19, 2018	6-K	TOO / Teekay Offshore Partners L.P. FORM 6-K (Current Report of Foreign Issuer) 6-K 1 d634611d6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: October 18, 2018 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor Belvedere Building 69 P
August 9, 2018	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2018 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, H
August 2, 2018	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: August 2, 2018 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08
July 10, 2018	SC 13D/A	TOO / Teekay Offshore Partners L.P. / Teekay Corp - SC 13D/A Activist Investment SC 13D/A 1 d717939dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Teekay Offshore Partners L.P. (Name of Issuer) Common Units, representing limited partner interests (Title of Class of Securities) Y8565J 10 1 (CUSIP Number) Edith Robinson 4th Floor, Belvedere Building 69 Pitts Bay
July 9, 2018	SC 13D/A	TOO / Teekay Offshore Partners L.P. / BROOKFIELD ASSET MANAGEMENT INC. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.
July 4, 2018	EX-4.2	SECOND SUPPLEMENTAL INDENTURE EX-4.2 Exhibit 4.2 Execution Version SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of July 3, 2018, among Teekay Offshore Partners, L.P., a limited partnership duly organized and existing under the laws of the Republic of the Marshall Islands (the “Partnership”), Teekay Offshore Finance Corp., a corporation duly organized under th
July 4, 2018	EX-4.1	TEEKAY OFFSHORE PARTNERS L.P. TEEKAY OFFSHORE FINANCE CORP. 8.50% SENIOR NOTES DUE 2023 Dated as of July 2, 2018 The Bank of New York Mellon TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Sect EX-4.1 Exhibit 4.1 Execution Version TEEKAY OFFSHORE PARTNERS L.P. TEEKAY OFFSHORE FINANCE CORP. 8.50% SENIOR NOTES DUE 2023 INDENTURE Dated as of July 2, 2018 The Bank of New York Mellon Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 36 Section 1.03 No Incorporation by Reference of Trust Indenture Act
July 4, 2018	6-K	TOO / Teekay Offshore Partners L.P. FORM 6-K (Current Report of Foreign Issuer) Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: July 3, 2018 Commission file number 1-33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor Belvedere Building 69 Pitts Bay Road Hamilton, HM
July 3, 2018	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: July 2, 2018 Commission file number 1-33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor Belvedere Building 69 Pitts Bay Road Hamilton, HM08 Be
July 3, 2018	EX-99.1	TEEKAY OFFSHORE PARTNERS ANNOUNCES BROOKFIELD HAS ACQUIRED A CONTROLLING INTEREST IN ITS GENERAL PARTNER AND CHANGE OF CONTROL EVENTS WITH RESPECT TO ITS 6.00% SENIOR NOTES DUE 2019 AND NOK- DENOMINATED SENIOR NOTES DUE 2019 EX-99.1 Exhibit 99.1 TEEKAY OFFSHORE PARTNERS ANNOUNCES BROOKFIELD HAS ACQUIRED A CONTROLLING INTEREST IN ITS GENERAL PARTNER AND CHANGE OF CONTROL EVENTS WITH RESPECT TO ITS 6.00% SENIOR NOTES DUE 2019 AND NOK- DENOMINATED SENIOR NOTES DUE 2019 Hamilton, Bermuda, July 3, 2018 – Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE: TOO) announced today that Brookfield Business
July 3, 2018	EX-4.1	AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TEEKAY OFFSHORE GP L.L.C. EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEEKAY OFFSHORE GP L.L.C. This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”), dated as of July 2, 2018, of Teekay Offshore GP L.L.C., a Marshall Islands non-resident domestic limited liability company (the “Company”), is by and among Teeka
June 26, 2018	EX-99.1	TEEKAY OFFSHORE PARTNERS ANNOUNCES UPSIZE AND PRICING OF PRIVATE OFFERING OF SENIOR NOTES EX-99.1 Exhibit 99.1 TEEKAY OFFSHORE PARTNERS ANNOUNCES UPSIZE AND PRICING OF PRIVATE OFFERING OF SENIOR NOTES Hamilton, Bermuda, June 26, 2018 – Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE: TOO) announced today the pricing at par of its previously announced private placement (the Offering) to eligible purchasers by the Partnership and its wholly-owned subsidiary, Teek
June 26, 2018	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: June 26, 2018 Commission file number 1-33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor Belvedere Building 69 Pitts Bay Road Hamilton, HM08 B
June 13, 2018	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: June 12, 2018 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor Belvedere Building 69 Pitts Bay Road Hamilton, HM08
June 13, 2018	EX-99.2	TEEKAY OFFSHORE PARTNERS ANNOUNCES EX-99.2 Exhibit 99.2 TEEKAY OFFSHORE PARTNERS ANNOUNCES TENDER OFFER FOR ITS 6.00% SENIOR UNSECURED NOTES DUE 2019 Hamilton, Bermuda, June 12, 2018 – Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO) announced today that it, with its wholly-owned subsidiary, Teekay Finance Corp., has commenced a cash tender offer and consent solicitation (the Offer) to purchase any and
June 13, 2018	EX-99.1	TEEKAY OFFSHORE PARTNERS ANNOUNCES EX-99.1 2 d608016dex991.htm EX-99.1 Exhibit 99.1 TEEKAY OFFSHORE PARTNERS ANNOUNCES PROPOSED AGGREGATE $500 MILLION PRIVATE OFFERING OF SENIOR NOTES Hamilton, Bermuda, June 12, 2018 – Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO) announced today that, subject to market conditions, it intends to offer, with its wholly-owned subsidiary, Teekay Offshore Finance Corp.,
May 24, 2018	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2018 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road,
May 17, 2018	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: May 17, 2018 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
March 21, 2018	EX-15.1	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Nos. 333-147682 and 333-216624) on Form S-8 and Registration Statements (Nos. 333-206461, 333-212782, 333-213229 and 333-221745) on Form F-3 of Teekay Offshore Partners L.P. (the “Partnership”) of: • our reports dated March 21, 2018, with respect to the
March 21, 2018	20-F	TOO / Teekay Offshore Partners L.P. 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ý ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXC
March 21, 2018	EX-15.2	CONSOLIDATED FINANCIAL STATEMENTS OF OOG TKP FPSO GmbH & Co KG Exhibit 15.2 CONSOLIDATED FINANCIAL STATEMENTS OF OOG TKP FPSO GmbH & Co KG 1 INDEPENDENT AUDITORS’ REPORT OOG TKP FPSO GmbH & Co KG: Report on the Financial Statements We have audited the accompanying consolidated financial statements of OOG TKP FPSO GmbH & Co KG and subsidiaries, which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the related consolidated stateme
March 21, 2018	EX-12.2	CERTIFICATION EXHIBIT 12.2 CERTIFICATION I, David Wong, certify that: 1. I have reviewed this Annual Report on Form 20-F of Teekay Offshore Partners L.P. (the "Registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
March 21, 2018	EX-12.1	CERTIFICATION EXHIBIT 12.1 CERTIFICATION I, Ingvild Sæther, certify that: 1. I have reviewed this Annual Report on Form 20-F of Teekay Offshore Partners L.P. (the "Registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
March 21, 2018	EX-13.2	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Teekay Offshore Partners L.P. (the “Partnership”) on Form 20-F for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), the undersigned, who is carrying out
March 21, 2018	EX-13.1	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Teekay Offshore Partners L.P. (the “Partnership”) on Form 20-F for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), the undersigned, who is carrying out
March 20, 2018	8-A12B/A	TOO / Teekay Offshore Partners L.P. FORM 8-A12B/A (AMENDMENT NO. 6) Form 8-A12B/A (Amendment No. 6) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A Amendment No. 6 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of registrant as specified in its charter) Republic of the Marshall Islands 98-051255 (Jurisdiction of
February 22, 2018	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: February 22, 2018 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Ham
January 23, 2018	8-A12B	TOO / Teekay Offshore Partners L.P. FORM 8-A12B Form 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of registrant as specified in its charter) REPUBLIC OF THE MARSHALL ISLANDS 98-051255 (Jurisdiction of incorporation or organization) (I.R.S.
January 23, 2018	EX-4.1	Sixth Amended and Restated Agreement of Limited Partnership of Teekay Offshore Partners L.P., dated January 23, 2018 (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 6-K (Commission File No. 001-33198) filed on January 23, 2018). EX-4.1 Exhibit 4.1 EXECUTION COPY SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEEKAY OFFSHORE PARTNERS L.P. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 21 ARTICLE II ORGANIZATION 22 Section 2.1 Formation 22 Section 2.2 Name 22 Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices 22 Section 2.4 Purp
January 23, 2018	6-K	TOO / Teekay Offshore Partners L.P. FORM 6-K (Current Report of Foreign Issuer) 6-K 1 d524925d6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: January 23, 2018 Commission file number 1-33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor Belvedere Building 69 Pi
January 23, 2018	EX-1.1	Underwriting Agreement EX-1.1 Exhibit 1.1 Execution Version Teekay Offshore Partners L.P. Underwriting Agreement 4,600,000 8.8750% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units, Representing Limited Partner Interests in the Partnership, Plus an option to purchase from the Partnership up to 690,000 additional 8.8750% Series E Preferred Units New York, New York January 16, 2018 Morgan Sta
January 17, 2018	424B5	Teekay Offshore Partners L.P. 4,600,000 Units 8.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $25.00 per unit) 424B5 1 d493270d424b5.htm 424B5 Table of Contents Filed Pursuant to Form 424(b)(5) Registration Number 333-221745 PROSPECTUS SUPPLEMENT (To Prospectus dated January 10, 2018) Teekay Offshore Partners L.P. 4,600,000 Units 8.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $25.00 per unit) We are offering 4,600,000 of our 8.875% Series E Fi
January 16, 2018	6-K	TOO / Teekay Offshore Partners L.P. FORM 6-K (Current Report of Foreign Issuer) Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: January 16, 2018 Commission file number 1-33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor Belvedere Building 69 Pitts Bay Road Hamilton
January 16, 2018	EX-99.1	TEEKAY OFFSHORE PARTNERS ANNOUNCES PRICING OF SERIES E PREFERRED UNITS EX-99.1 Exhibit 99.1 TEEKAY OFFSHORE PARTNERS ANNOUNCES PRICING OF SERIES E PREFERRED UNITS Hamilton, Bermuda, January 16, 2018 ? Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO) announced today that it has priced its public offering of 4,600,000 8.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Series E Preferred Units), represent
January 16, 2018	FWP	PRICING TERM SHEET 8.8750% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $25.00 per Unit) January 16, 2018 Issuer: Teekay Offshore Partners L.P. Securities Offered: 8.8750% Series E Fixed-to-F FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-221745 Dated January 16, 2018 Relating to Preliminary Prospectus Supplement Dated January 16, 2018 PRICING TERM SHEET 8.8750% Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Liquidation Preference $25.00 per Unit) January 16, 2018 Issuer: Teekay Offshore Partners L.P. Securities Offe
January 16, 2018	EX-99.1	TEEKAY OFFSHORE PARTNERS ANNOUNCES PUBLIC OFFERING OF SERIES E PREFERRED UNITS EX-99.1 Exhibit 99.1 TEEKAY OFFSHORE PARTNERS ANNOUNCES PUBLIC OFFERING OF SERIES E PREFERRED UNITS Hamilton, Bermuda, January 16, 2018 ? Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO) announced today that it plans to offer in a public offering Series E Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (Series E Preferred Units), representing lim
January 16, 2018	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: January 16, 2018 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor Belvedere Building 69 Pitts Bay Road Hamilton, HM
January 16, 2018	424B5	SUBJECT TO COMPLETION, DATED JANUARY 16, 2018 424B5 1 d493270d424b5.htm 424B5 Table of Contents Filed Pursuant to Form 424(b)(5) Registration Number 333-221745 The information in this prospectus is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitt
January 8, 2018	CORRESP	TOO / Teekay Offshore Partners L.P. ESP CORRESP 1 filename1.htm TEEKAY OFFSHORE PARTNERS L.P. 4th Floor, Belvedere Building 69 Pitts Bay Road Hamilton HM 08, Bermuda January 8, 2018 U.S. Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: Teekay Offshore Partners L.P. (the “Company”) Acceleration Request for Registration Statement on Form F-3, as amended (File No. 333-221745) Ladies and Gentlemen: Pursuant to R
January 4, 2018	F-3/A	TOO / Teekay Offshore Partners L.P. F-3/A F-3/A As filed with the Securities and Exchange Commission on January 4, 2018 Registration Statement No.
December 28, 2017	F-3/A	As filed with the Securities and Exchange Commission on December 27, 2017 F-3/A 1 d493270df3a.htm F-3/A Table of Contents As filed with the Securities and Exchange Commission on December 27, 2017 Registration Statement No. 333-221745 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of registrant as specified in its charters
December 28, 2017	EX-4.3	Form of Convertible Debt Securities (included in Exhibit 4.3) EX-4.3 3 d493270dex43.htm EX-4.3 Exhibit 4.3 TEEKAY OFFSHORE PARTNERS L.P., AS ISSUER, AND , AS TRUSTEE INDENTURE CONVERTIBLE [SUBORDINATED] DEBT SECURITIES DATED AS OF , 20 Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act of 1939 Section Indenture Section 310 (a)(1) 6.8 (a)(2) 6.8 (a)(3) TIA (a)(4) Not Applicable (a)(5) TIA (
December 28, 2017	EX-4.2	Form of Debt Securities (included in Exhibit 4.2) EX-4.2 Exhibit 4.2 TEEKAY OFFSHORE PARTNERS L.P., AS ISSUER, AND , AS TRUSTEE INDENTURE [SUBORDINATED] DEBT SECURITIES DATED AS OF , 20 Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act of 1939 Section Indenture Section 310 (a)(1) 6.8 (a)(2) 6.8 (a)(3) TIA (a)(4) Not Applicable (a)(5) TIA (b) 6.9 311 (a) TIA (b) TIA 312 (a) 7.1
December 27, 2017	CORRESP	TOO / Teekay Offshore Partners L.P. ESP CORRESP 1 filename1.htm TEEKAY OFFSHORE PARTNERS L.P. 4th Floor, Belvedere Building 69 Pitts Bay Road Hamilton HM 08, Bermuda December 27, 2017 John Dana Brown, Attorney-Advisor United States Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, DC 20549 Re: Teekay Offshore Partners L.P. Registration Statement on Form F-3 Filed November 24, 2017 File No. 33
December 21, 2017	6-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K/A Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2017 Commission UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K/A Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2017 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay
November 24, 2017	EX-10.7	Contents Page 1 Definitions and Interpretation 1 2 The Loan and its Purposes 24 3 Conditions of Utilisation 25 4 Advance 27 5 Repayment 27 6 Prepayment 27 7 Interest 30 8 Indemnities 32 9 Fees 41 10 Security and Application of Moneys 41 11 Representa Exhibit 10.7 US$600,000,000 Secured Revolving Credit Facility Agreement Dated September 8, 2017 (1) Teekay Shuttle Tankers L.L.C. (as Borrower) (2) The Banks, Financial Institutions and other Institutional Lenders listed in Schedule 1, Part I (as Lenders) (3) The Financial Institutions listed in Schedule 1, Part II (as Mandated Lead Arrangers) (4) The Financial Institutions listed in Schedule 1, P
November 24, 2017	EX-4.3	SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEEKAY OFFSHORE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANY Dated as of September 25, 2017 Exhibit 4.3 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEEKAY OFFSHORE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANY Dated as of September 25, 2017 THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO THE CONDITIONS SPECIFIED IN THIS LIMITED LIABILITY COMPANY AGREEMENT AMONG THE MEMBERS OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRU
November 24, 2017	EX-4.2	TEEKAY OFFSHORE PARTNERS L.P. (as Issuer) TEEKAY SHIPPING LIMITED Exhibit 4.2 TEEKAY OFFSHORE PARTNERS L.P. (as Issuer) and TEEKAY SHIPPING LIMITED Warrant Agreement Dated as of September 25, 2017 Warrants Exercisable for Common Units TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Rules of Construction 8 ARTICLE 2. THE WARRANTS 9 Section 2.01 Issuance and Acquisition of Warrants 9 Section 2.02 Form and Dating; Legends 9 S
November 24, 2017	EX-10.5	MASTER SERVICES AGREEMENT Exhibit 10.5 MASTER SERVICES AGREEMENT This MASTER SERVICES AGREEMENT (this ?Agreement?), dated as of September 25, 2017, is by and among (i) Teekay Corporation, a Marshall Islands corporation (?TKC?), on behalf of itself and any of its Affiliates which, as of the date of this Agreement or at any time hereafter for as long as this Agreement remains in effect, will provide services to Teekay Offsho
November 24, 2017	EX-4.3	Form of Convertible Debt Securities (included in Exhibit 4.3) Exhibit 4.3 TEEKAY OFFSHORE PARTNERS L.P., AND TEEKAY OFFSHORE FINANCE CORP., AS ISSUERS, AND , AS TRUSTEE INDENTURE CONVERTIBLE [SUBORDINATED] DEBT SECURITIES DATED AS OF , 20 Reconciliation and tie between Trust Indenture Act of 1939 (the ?Trust Indenture Act?) and Indenture Trust Indenture Act of 1939 Section Indenture Section 310 (a)(1) 6.8 (a)(2) 6.8 (a)(3) TIA (a)(4) Not Applicable (a)(5) TI
November 24, 2017	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2017 Commission fi UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2017 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Ro
November 24, 2017	EX-10.6	Trademark License Agreement Exhibit 10.6 Trademark License Agreement This Trademark License Agreement (this ?Agreement?), dated as of September 25, 2017 (the ?Effective Date?), is entered into by and between: Teekay Corporation, a corporation organized and existing under the laws of the Marshall Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands and an addre
November 24, 2017	EX-4.2	Form of Debt Securities (included in Exhibit 4.2) EX-4.2 Exhibit 4.2 TEEKAY OFFSHORE PARTNERS L.P. AND TEEKAY OFFSHORE FINANCE CORP., AS ISSUERS, AND , AS TRUSTEE INDENTURE [SUBORDINATED] DEBT SECURITIES DATED AS OF , 20 Reconciliation and tie between Trust Indenture Act of 1939 (the “Trust Indenture Act”) and Indenture Trust Indenture Act of 1939 Section Indenture Section 310 (a)(1) 6.8 (a)(2) 6.8 (a)(3) TIA (a)(4) Not Applicable (a)(5) TIA (b)
November 24, 2017	F-3	Powers of Attorney (contained on signature pages to the registration statement)*** F-3 Table of Contents As filed with the Securities and Exchange Commission on November 24, 2017 Registration Statement No.
November 24, 2017	EX-4.4	REGISTRATION RIGHTS AGREEMENT by and among TEEKAY OFFSHORE PARTNERS L.P., TEEKAY CORPORATION BROOKFIELD TK TOLP L.P. Dated as of September 25, 2017 Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT by and among TEEKAY OFFSHORE PARTNERS L.P., TEEKAY CORPORATION and BROOKFIELD TK TOLP L.P. Dated as of September 25, 2017 136252302.7 TABLE OF CONTENTS Page ARTICLE I Resale Shelf Registration Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration Statement 2 Section 1.4 Supplements an
November 24, 2017	EX-4.1	TEEKAY OFFSHORE PARTNERS L.P. (as Issuer) BROOKFIELD TK TOLP L.P. Exhibit 4.1 TEEKAY OFFSHORE PARTNERS L.P. (as Issuer) and BROOKFIELD TK TOLP L.P. Warrant Agreement Dated as of September 25, 2017 Warrants Exercisable for Common Units TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Rules of Construction 8 ARTICLE 2. THE WARRANTS 9 Section 2.01 Issuance and Acquisition of Warrants 9 Section 2.02 Form and Dating; Legends 9 S
November 9, 2017	6-K	TOO / Teekay Offshore Partners L.P. 6-K (Current Report of Foreign Issuer) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: November 9, 2017 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hami
October 10, 2017	SC 13G/A	TOO / Teekay Offshore Partners L.P. / MTP Energy Fund Ltd - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TEEKAY OFFSHORE PARTNERS L.P. (Name of Issuer) COMMON UNITS, REPRESENTING LIMITED PARTNER INTERESTS (Title of Class of Securities) Y8565J101 (CUSIP Number) September 30, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate b
September 28, 2017	EX-1	JOINT FILING STATEMENT Exhibit 1 JOINT FILING STATEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.
September 28, 2017	SC 13D/A	TOO / Teekay Offshore Partners L.P. / BROOKFIELD ASSET MANAGEMENT INC. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.
September 28, 2017	SC 13D/A	TOO / Teekay Offshore Partners L.P. / Teekay Corp - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.
September 25, 2017	EX-99.1	TEEKAY AND BROOKFIELD ANNOUNCE CLOSING OF STRATEGIC TRANSACTION; AND CHANGES TO TEEKAY OFFSHORE’S BOARD OF DIRECTORS EX-99.1 Exhibit 99.1 TEEKAY AND BROOKFIELD ANNOUNCE CLOSING OF STRATEGIC TRANSACTION; AND CHANGES TO TEEKAY OFFSHORE?S BOARD OF DIRECTORS Hamilton, Bermuda, September 25, 2017 ? Teekay Corporation (Teekay) (NYSE:TK) and Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO) today announced that they have completed their previously announced comprehensive transaction with Bro
September 25, 2017	6-K	Teekay Offshore Partners FORM 6-K (Current Report of Foreign Issuer) Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: September 25, 2017 Commission file number 1-33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor Belvedere Building 69 Pitts Bay Road Hamilt
August 28, 2017	6-K	Teekay Offshore Partners 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2017 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, H
August 7, 2017	SC 13D	TOO / Teekay Offshore Partners L.P. / BROOKFIELD ASSET MANAGEMENT INC. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.
August 7, 2017	EX-1	JOINT FILING STATEMENT Exhibit 1 JOINT FILING STATEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.
August 3, 2017	6-K	Teekay Offshore Partners 6-K (Current Report of Foreign Issuer) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: August 3, 2017 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilt
August 1, 2017	EX-4.1	TEEKAY OFFSHORE PARTNERS L.P. (as Issuer) Warrant Agreement Dated as of [●], 2017 Warrants Exercisable for Common Units TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Rules of Construction 6 ARTICLE 2. THE WAR EX-4.1 Exhibit 4.1 TEEKAY OFFSHORE PARTNERS L.P. (as Issuer) and [●] Warrant Agreement Dated as of [●], 2017 Warrants Exercisable for Common Units TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Rules of Construction 6 ARTICLE 2. THE WARRANTS 6 Section 2.01 Issuance and Acquisition of Warrants 6 Section 2.02 Form and Dating; Legends 7 Section 2.03 Execution
August 1, 2017	EX-10.4	AMENDED AND RESTATED SUBORDINATE PROMISSORY NOTE $200,000,000 July 26, 2017 Exhibit 10.4 AMENDED AND RESTATED SUBORDINATE PROMISSORY NOTE $200,000,000 July 26, 2017 This amended and restated subordinate promissory note (this ?Note?) amends, restates and supersedes in its entirety that certain Subordinate Promissory Note dated as of July 1, 2016 (the ?Original Note?) between TEEKAY OFFSHORE PARTNERS L.P., a limited partnership formed and existing under the laws of the Repu
August 1, 2017	SC 13D/A	TOO / Teekay Offshore Partners L.P. / Teekay Corp - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.
August 1, 2017	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: August 1, 2017 Commission file number 1-33198 T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: August 1, 2017 Commission file number 1-33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor Belvedere Building 69 Pitts Bay Road Hamilton, HM08 Berm
August 1, 2017	EX-4.2	SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TEEKAY OFFSHORE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANY Dated as of [●], 2017 EX-4.2 Exhibit 4.2 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEEKAY OFFSHORE GP L.L.C. A MARSHALL ISLANDS LIMITED LIABILITY COMPANY Dated as of [●], 2017 THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS SUBJECT TO THE CONDITIONS SPECIFIED IN THIS LIMITED LIABILITY COMPANY AGREEMENT AMONG THE MEMBERS OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUME
August 1, 2017	EX-4.3	REGISTRATION RIGHTS AGREEMENT by and among TEEKAY OFFSHORE PARTNERS L.P., TEEKAY CORPORATION BROOKFIELD TK TOLP L.P. Dated as of [●], 2017 TABLE OF CONTENTS Page ARTICLE I Resale Shelf Registration Section 1.1 Resale Shelf Registration Statement 2 Se EX-4.3 Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT by and among TEEKAY OFFSHORE PARTNERS L.P., TEEKAY CORPORATION and BROOKFIELD TK TOLP L.P. Dated as of [●], 2017 TABLE OF CONTENTS Page ARTICLE I Resale Shelf Registration Section 1.1 Resale Shelf Registration Statement 2 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration Statement 2 Section 1.4 Supplements and Amendments 3
August 1, 2017	EX-10.3	PURCHASE AGREEMENT by and between TEEKAY HOLDINGS LIMITED, BROOKFIELD TK TOGP L.P. Dated as of July 26, 2017 TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01 Definitions 1 ARTICLE II Purchase and Sale 7 SECTION 2.01 Purchase and Sale 7 SEC Exhibit 10.3 PURCHASE AGREEMENT by and between TEEKAY HOLDINGS LIMITED, and BROOKFIELD TK TOGP L.P. Dated as of July 26, 2017 TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01 Definitions 1 ARTICLE II Purchase and Sale 7 SECTION 2.01 Purchase and Sale 7 SECTION 2.02 Closing 7 ARTICLE III Representations and Warranties of the Seller 7 SECTION 3.01 Organization; Standing 7 SECTION 3.02 Cap
August 1, 2017	EX-10.1	INVESTMENT AGREEMENT by and between TEEKAY OFFSHORE PARTNERS L.P., BROOKFIELD TK TOLP L.P. Dated as of July 26, 2017 TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01 Definitions 1 ARTICLE II Purchase and Sale 12 SECTION 2.01 Purchase and S EX-10.1 Exhibit 10.1 INVESTMENT AGREEMENT by and between TEEKAY OFFSHORE PARTNERS L.P., and BROOKFIELD TK TOLP L.P. Dated as of July 26, 2017 TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01 Definitions 1 ARTICLE II Purchase and Sale 12 SECTION 2.01 Purchase and Sale 12 SECTION 2.02 Closing 12 ARTICLE III Representations and Warranties of the Company 13 SECTION 3.01 Organization; Standi
August 1, 2017	EX-10.2	INVESTMENT AGREEMENT Exhibit 10.2 INVESTMENT AGREEMENT This INVESTMENT AGREEMENT (this ?Agreement?) is entered into as of July 26, 2017, by and between Teekay Offshore Partners L.P., a Republic of the Marshall Islands limited partnership (the ?Company?), and Teekay Holdings Limited, a Bermuda corporation (?Purchaser?). WHEREAS, the Company anticipates completing the issuance, sale and delivery of 244,000,000 common un
July 28, 2017	EX-99.1	Forward Looking Statements In addition to historical information, this presentation contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties. Forward-looki EX-99.1 Teekay Shuttle Tankers Usd 200 million senior unsecured bond Issue 27 July 2017 Exhibit 99.1 Forward Looking Statements In addition to historical information, this presentation contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties. Forward-looking statements in this presentation include, in pa
July 28, 2017	6-K	Teekay Offshore Partners 6-K (Current Report of Foreign Issuer) 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: July 27, 2017 Commission file number 1-33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor Belvedere Building 69 Pitts Bay Road Hamilton, HM08 B
July 27, 2017	6-K	Teekay Offshore Partners FORM 6-K (Current Report of Foreign Issuer) Form 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of report: July 27, 2017 Commission file number 1-33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor Belvedere Building 69 Pitts Bay Road Hamilton, H
July 27, 2017	EX-99.2	Forward Looking Statement In addition to historical information, this presentation contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties. Forward-lookin EX-99.2 3 d413163dex992.htm EX-99.2 Strategic Partnership with Brookfield July 27, 2017 Photo Credit: Hans Erik Unneland Exhibit 99.2 Forward Looking Statement In addition to historical information, this presentation contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties. Forward-looking statements in
July 27, 2017	EX-99.1	Hamilton, Bermuda, July EX-99.1 Exhibit 99.1 TEEKAY AND BROOKFIELD ANNOUNCE STRATEGIC PARTNERSHIP AND INVESTMENT IN TEEKAY OFFSHORE Hamilton, Bermuda, July 26, 2017 - Teekay Corporation (Teekay or Teekay Parent) (NYSE:TK) and Teekay Offshore Partners L.P. (Teekay Offshore or the Partnership) (NYSE:TOO) today announced that they have agreed to enter into a strategic partnership with Brookfield Business Partners L.P. (NYSE
May 30, 2017	6-K	Teekay Offshore Partners 6-K TOO Q1-17 (Current Report of Foreign Issuer) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2017 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts B
May 19, 2017	6-K	Teekay Offshore Partners 6-K (Current Report of Foreign Issuer) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: May 18, 2017 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton
April 12, 2017	20-F	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F 20-F 1 too201620-fdoc.htm 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ý ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13
April 12, 2017	EX-13.2	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Teekay Offshore Partners L.P. (the “Partnership”) on Form 20-F for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), the undersigned, who is carrying out
April 12, 2017	EX-15.1	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (No. 333-147682) on Form S-8 and Registration Statements (Nos. 333-175685, 333-178620, 333-183225, 333-188393, 333-188543, 333-193301, 333-196098, 333-197053, 333-206461, 333-212782 and 333-213229) on Form F-3 of Teekay Offshore Partners L.P. (the “Partne
April 12, 2017	EX-13.1	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Teekay Offshore Partners L.P. (the “Partnership”) on Form 20-F for the year ended December 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), the undersigned, who is carrying out
April 12, 2017	EX-12.1	CERTIFICATION EXHIBIT 12.1 CERTIFICATION I, Ingvild Sæther, certify that: 1. I have reviewed this Annual Report on Form 20-F of Teekay Offshore Partners L.P. (the "Registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
April 12, 2017	EX-15.2	CONSOLIDATED FINANCIAL STATEMENTS OF OOG TKP FPSO GmbH & Co KG Exhibit 15.2 CONSOLIDATED FINANCIAL STATEMENTS OF OOG TKP FPSO GmbH & Co KG 1 INDEPENDENT AUDITORS’ REPORT OOG TKP FPSO GmbH & Co KG: Report on the Financial Statements We have audited the accompanying consolidated financial statements of OOG TKP FPSO GmbH & Co KG and subsidiaries, which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated stateme
April 12, 2017	EX-12.2	CERTIFICATION EXHIBIT 12.2 CERTIFICATION I, David Wong, certify that: 1. I have reviewed this Annual Report on Form 20-F of Teekay Offshore Partners L.P. (the "Registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
March 10, 2017	EX-99.1	TEEKAY OFFSHORE PARTNERS L.P. 2006 LONG-TERM INCENTIVE PLAN EX-99.1 Exhibit 99.1 TEEKAY OFFSHORE PARTNERS L.P. 2006 LONG-TERM INCENTIVE PLAN SECTION 1. PURPOSE OF THE PLAN The Teekay Offshore Partners L.P. 2006 Long-Term Incentive Plan (the Plan) is intended to promote the interests of Teekay Offshore Partners L.P., a Marshall Islands limited partnership (the Partnership), by providing incentive awards to employees, consultants, and directors of Teekay
March 10, 2017	S-8	Teekay Offshore Partners S-8 S-8 As filed with the Securities and Exchange Commission on March 10, 2017 Registration No.
February 24, 2017	6-K	Teekay Offshore Partners 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 Date of Report: February 24, 2017 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM
February 14, 2017	SC 13G/A	TOO / Teekay Offshore Partners L.P. / MTP Energy Fund Ltd - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TEEKAY OFFSHORE PARTNERS L.P. (Name of Issuer) COMMON UNITS, REPRESENTING LIMITED PARTNER INTERESTS (Title of Class of Securities) Y8565J101 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo
January 17, 2017	CORRESP	Teekay Offshore Partners ESP CORRESP 1 filename1.htm January 17, 2017 Lyn Shenk, Branch Chief United States Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, DC 20549 Re: Teekay Offshore Partners L.P. Form 20-F for Fiscal Year Ended December 31, 2015 Filed April 18, 2016 File No. 001-33198 Dear Mr. Shenk: We have reviewed your letter to us of January 11, 2017 setting forth a staff
January 9, 2017	CORRESP	Teekay Offshore Partners ESP CORRESP January 9, 2017 Lyn Shenk, Branch Chief United States Securities and Exchange Commission Division of Corporate Finance 100 F Street N.
November 21, 2016	424B3	6,750,000 Common Units 4,000,000 10.5% Series D Cumulative Convertible Perpetual Preferred Units Teekay Offshore Partners L.P. Common Units Representing Limited Partner Interests 10.5% Series D Cumulative Convertible Perpetual Preferred Units 424B3 Table of Contents Filed Pursuant to Form 424(b)(3) Registration Number 333-213229 PROSPECTUS 6,750,000 Common Units 4,000,000 10.
November 16, 2016	6-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2016 Commission fi UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2016 Commission file number 1- 33198 TEEKAY OFFSHORE PARTNERS L.P. (Exact name of Registrant as specified in its charter) 4th Floor, Belvedere Building, 69 Pitts Bay Ro

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