Deal Description: On October 1, 2019, Teekay Offshore Partners L.P. (the "Partnership") (NYSE: TOO) announced that Brookfield Business Partners L.P. and certain of its affiliates and institutional partners (the “Brookfield Consortium”) will acquire by merger all of the outstanding publicly held common units representing limited partner interests of the Partnership (the “Common Units”) not already owned by the Brookfield Consortium (the “Unaffiliated Unitholders”) in exchange for $1.55 per Common Unit (the “Cash Consideration”). As an alternative to receiving the Cash Consideration, each Unaffiliated Unitholder will have the option to elect to receive one newly designated unlisted Class A Common Unit of the Partnership per Common Unit. The Class A Common Units will be economically equivalent to the Common Units to be held by the Brookfield Consortium following the closing of the merger, but will have limited voting rights and limited transferability.

The conflicts committee, composed of non-executive, independent directors (the “Conflicts Committee”), of the board of directors of the Partnership’s general partner (the Board), after consultation with its independent legal and financial advisors, unanimously approved the merger agreement and determined that the transaction contemplated thereby was advisable and in the best interests of the Partnership and the Unaffiliated Unitholders. Subsequently, on the recommendation of the Conflicts Committee, the members of the Board unanimously approved the Merger Agreement and the transactions contemplated thereby.

Baker Botts represented the Partnership.

Baker Botts Lawyers/Office Involved:

Corporate: Michael Rosenwasser (Partner; New York), Michael Swidler (Partner; New York), Jonathan Kovacs (Associate; New York)

Litigation: David Sterling (Partner; Houston)

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