Teekay Offshore Partners L.P. Underwriting Agreement 5,000,000 8.50% Series B Preferred Units Plus an option to purchase from the Partnership up to 750,000 additional 8.50% Series B Preferred Units Representing Limited Partner Interests in the PartnershipUnderwriting Agreement • April 17th, 2015 • Teekay Offshore Partners L.P. • Water transportation • New York
Teekay Offshore Partners L.P., a limited partnership organized under the laws of the Marshall Islands (the “Partnership”), proposes to issue and sell (the “Offering”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 5,000,000 8.50% Cumulative Redeemable Preferred Units, Series B (the “Firm Units”), each representing a limited partner interest in the Partnership (the “Series B Preferred Units”). The Partnership also proposes to grant to the Underwriters an option to purchase up to 750,000 additional Series B Preferred Units (the “Option Units;” the Firm Units and the Option Units being hereinafter collectively called the “Units”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context re
