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 FormF-3 |
| Filed November 24, 2017 |
| FileNo. 333-221745 |
Dear Mr. Brown:
We have reviewed your letter to us of December 21, 2017 setting forth staff comments on the FormF-3 registration statement of Teekay Offshore Partners L.P. (the “Partnership”) filed on November 24, 2017 (the “Registration Statement”). This letter responds to the comments made by the staff in your letter. For your convenience, the response has been keyed to the comments. We are filing an Amendment No. 1 to the Registration Statement that reflects these and some additional changes.
SEC Comment No. 1:
Offerings of a majority-owned subsidiary may be registered on a FormF-3 if the subsidiary satisfies the requirements of General Instruction I.A.5 to FormF-3. It does not appear that Teekay Offshore Finance Corp. is eligible under this instruction. Please advise how it meets the requirements or amend the registration statement to remove Teekay Offshore Finance Corp. as aco-registrant.
Response to Comment No. 1:
The Partnership has removed Teekay Offshore Finance Corp. as aco-registrant.
SEC Comment No. 2:
We note that the debt securities may be guaranteed by one or more of your subsidiaries. See your disclosure on page 42. If this is the case, please register the offer and sale of the guaranteed debt security, identify each of the subsidiaries that will potentially guarantee the debt securities and have each of the subsidiary guarantors sign the registration statement, or please advise.
Response to Comment No. 2:
The Partnership has deleted the reference to any potential guarantees.
* * * * *
Sincerely,
/s/ David Wong
David Wong
Chief Financial Officer of Teekay Offshore Group Ltd.
(Principal Financial and Accounting Officer of the Partnership)
| cc: | Tonya K. Aldave (U.S. Securities and Exchange Commission) |
| David Matheson (Perkins Coie LLP) |
| Daniel C. Rodgers (Watson Farley & Williams LLP) |
