0001193125-12-388380.txt : 20121016 0001193125-12-388380.hdr.sgml : 20121016 20120911203959 ACCESSION NUMBER: 0001193125-12-388380 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Teekay Offshore Partners L.P. CENTRAL INDEX KEY: 0001382298 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 980512555 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4TH FLOOR, BELVEDERE BUILDING STREET 2: 69 PITTS BAY ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 BUSINESS PHONE: (441) 298-2530 MAIL ADDRESS: STREET 1: SUITE NO. 1778, PAR-LA-VILLE ROAD CITY: HAMILTON STATE: D0 ZIP: HM 11 CORRESP 1 filename1.htm Acceleration Request

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

September 11, 2012

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street N.E.

Washington, D.C. 20549

 

Re: Teekay Offshore Partners L.P.
     Registration Statement on Form F-3
     Filed August 10, 2012
     File No. 333-183225

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 2:00 p.m., Eastern Time, on September 14, 2012, or as soon thereafter as practicable.

The Company acknowledges that:

(1) If 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;

(2) 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

(3) 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]

 

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TEEKAY OFFSHORE PARTNERS L.P.

By: Teekay Offshore G.P., L.L.C., its general partner

 

By:  

/s/ Peter Evensen

  Name:   Peter Evensen
  Title:   Chief Executive Officer and Chief Financial Officer

 

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