TEEKAY OFFSHORE PARTNERS L.P.
4th Floor, Belvedere Building,
69 Pitts Bay Road,
Hamilton HM 08, Bermuda
Telephone: (441) 298-2530
Fax: (441) 292-3931
August 26, 2015
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
Re: | Teekay Offshore Partners L.P. |
Registration Statement on Form F-3
Filed August 19, 2015
File No. 333-206461
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Teekay Offshore Partners L.P. (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement be accelerated so that it becomes effective at 3:00 p.m., Eastern Time, on August 28, 2015, or as soon thereafter as practicable.
The Company acknowledges that:
• | should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declares the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
• | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
• | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature page follows]
1
TEEKAY OFFSHORE PARTNERS L.P. | ||
By: Teekay Offshore GP, L.L.C., its general partner | ||
By: | /s/ Peter Evensen | |
Name: | Peter Evensen | |
Title: | Chief Executive Officer and | |
Chief Financial Officer |
2