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 FormF-3, as amended (File No. 333-221745)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the effective date of theabove-referenced Registration Statement be accelerated so that the Registration Statement becomes effective at 9:00 a.m., Eastern Time, on Wednesday, January 10, 2018, or at such other time as the Company may request by telephone to the Securities and Exchange Commission. The Company authorizes David Matheson and Joe Bailey, each at Perkins Coie LLP, counsel to the Company, to make any such request on its behalf.
[Signature page follows]
Very Truly Yours, | ||
TEEKAY OFFSHORE PARTNERS L.P. | ||
By: Teekay Offshore GP L.L.C., its general partner | ||
/s/ Edith Robinson | ||
Name: | Edith Robinson | |
Title: | Secretary |
[Signature page to Letter Requesting Acceleration of Effectiveness(F-3)]