Teekay OffshoreQ4-19 Earnings Presentation

February 6, 2020

This release contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, asamended) which reflect management’s current views with respect to certain future events and performance, including,among others: priorities of Teekay Offshore Partners L.P. (the “Partnership”) for 2020; forward fee-based revenues andremaining contract durations; anticipated contract extensions; recycling of vessels in accordance with the Ship RecyclingTransparency Initiative; expected resolution or results of investigations related to past vessel recyclings; anticipatedremaining capital expenditures for newbuildings; the timing of newbuilding deliveries and the commencement of relatedcontracts; the timing of the reactivation of the ALP Ace; and the required number of towage vessels and timing thereof underthe towage contract relating to the Coral South LNG project. The following factors are among those that could cause actualresults to differ materially from the forward-looking statements, which involve risks and uncertainties, and that should beconsidered in evaluating any such statement: changes in exploration, production and storage of offshore oil and gas, eithergenerally or in particular regions that would impact expected future growth, particularly in or related to North Sea, Brazil andEast Coast of Canada offshore fields; shipyard delivery delays and cost overruns; delays in the commencement of chartercontracts or the reactivation of vessels; changes in expected vessel requirements to service contracts; compliance withvessel recycling requirements; changes in applicable industry laws and regulations and the timing of implementation of newlaws and regulations; and other factors discussed in the Partnership’s filings from time to time with the SEC, including itsReport on Form 20-F for the fiscal year ended December 31, 2018. The Partnership expressly disclaims any obligation orundertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect anychange in the Partnership’s expectations with respect thereto or any change in events, conditions or circumstances on whichany such statement is based.

Forward Looking Statement

2

3

Teekay Offshore

4%

52%

44%

FPSO FSOShuttle Tanker

$4.6bn(1)

Forward Revenue

~2,000Employees

56Vessels

Blue Chip Customers

(1) As of December 31, 2019. Based on existing contracts but excludes extension options and oil tariff revenues

4

Highlights

Q4-19 ResultsAdjusted EBITDA of $167 million in Q4-19, a $9 million increase from Q3-19

Privatization Process

On January 22, 2020, the acquisition by merger of Teekay Offshore by Brookfield was completed

As a result of the merger, Brookfield owns 98.7% of the outstanding unlisted common units and unaffiliated unitholders, who elected to receive equity consideration in respect of their common units, hold 1.3%

Rebranding

Teekay Offshore will be rebranded as Altera Infrastructure – expected to be effective from end Q1-20

Newbuilding DeliveryThe first of six E-Shuttle newbuildings, Aurora Spirit, delivered on January 20, 2020 and will commence trading in the North Sea in Q1-20

FPSO Adjusted EBITDA increased by $9 million to $82 million in Q4-19 mainly due to the recognition of the Libra FPSO annual maintenance bonus in Q4-19

Shuttle TankerAdjusted EBITDA remained generally consistent with Q3-19 at $65 million

FSO Adjusted EBITDA decreased by $1 million to $23 million in Q4-19

TowageAdjusted EBITDA increased by $3 million to a gain of $1 million in Q4-19 due to higher fleet utilization

Strong Operational Performance in Q4-19

5

Adjusted EBITDA of $167 million in Q4-19, increased by $9 million from Q3-19

158

73

65

24

-1 -3

167

82

65

23

2

-4

( 25)

-

25

50

75

100

125

150

175

200

Total FPSO Shuttle FSO Towage Other

Adjusted EBITDA (US$ millions)

Q3-19 Q4-19

9183

92

109

94

72 7382

Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19

FPSO Segment

Q4-19 Operations

Consistently high economic uptime and safe operations consistent with the previous quarters

6

Economic Uptime Adjusted EBITDA (US$ millions)

99% 99% 99% 99% 99% 99% 99% 99%

Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19

Libra FPSO

$13 million (Teekay Offshore’s 50% share) annual maintenance bonus recognized in Q4-19 in reflection of high uptime during 2019

58 56

6569 67 68

65 65

Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19

Shuttle Tanker Segment

Q4-19 Operations Newbuildings

Strong operational quarter with 100% on hire

The first of six E-Shuttle newbuildings, Aurora Spirit, delivered in January 2020. Rainbow Spirit is expected to be delivered in Q1-20

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Technical Uptime

*Q4-18 figures excludes impact of Petrobras settlement

Adjusted EBITDA (US$ millions)

97% 98% 97% 98% 99% 100% 100% 100%

Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19

Capex

The total capex for the six E-Shuttles and the fourth East Coast Canada shuttle tanker is approximately $920 million, excluding capitalized interest, of which $728 million is funded with secured financing

The remaining capex as of year-end 2019 is approximately $690 million, of which $580 million is funded with secured financing

22 2321

26

23 23 24 23

Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19

97% 98% 97% 98% 99% 98% 99% 100%

Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19

FSO Segment

Q4-19 Operations

Strong operational quarter with solid uptime

8

Technical Uptime Adjusted EBITDA (US$ millions)

Towage Segment

Q4-19 Operations

Fleet utilization increased to 69% in Q4-19 compared to 53% in the previous quarter

ALP Ace is being re-activated from lay-up and expected to be in operation from February 2020 and all ten vessels will then be in operation

9

Utilization Adjusted EBITDA (US$ millions)

47%

65% 66%58%

96%

67%

53%

69%

Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19

In January 2020, a contract to tow an FLNG to the Coral South LNG project in Mozambique was signed. This will require up to five vessels, and is expected to take place in the fourth quarter of 2021

Clients’ forward booking of capacity reflect the anticipated strong improvement in market demand

Coral South LNG Project

(5)

2

(2)

(1)

4

0

(1)

2

Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Q3-19 Q4-19

10

Financing Update

Green BondFinalized two major financing initiatives in Q4-19

$100 million bridge loan to provide pre- and post-delivery financing for a shuttle tanker newbuilding to operate on the East Coast of Canada, maturing August 2022

The loan is not drawn on, and is expected to be refinanced into the existing East Coast Canada shuttle tanker fleet loan

Teekay Shuttle Tankers issued $125 million of senior unsecured green bonds in October 2019, due in 2024

Interest rate of LIBOR + 6.50%

First ever Green Maritime Bond issued in the Western Hemisphere

Bridge Loan

Year-end 2019 Debt Maturity Schedule

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Excluding FPSO JV debt

Revolving Credit Facilities and debt related to newbuildings shown as fully drawn

487

338

601

1,137

476

186

-

200

400

600

800

1,000

1,200

2020 2021 2022 2023 2024 2025

US

$ M

ILL

ION

S

Brookfield RCF Unsecured debt Shuttle FPSO FSO Towage Accomodation

• Merger effective on January 22, 2020 - Brookfield Business Partners L.P., together with certain of its affiliates and institutional partners (collectively, Brookfield), completed its acquisition by merger of all of the outstanding publicly held and listed common units

• Each unaffiliated common unit holder prior to trading on January 23, 2020 received $1.55 in cash consideration per common unit, save those electing the alternative

• As an alternative, such unaffiliated unitholders had the option to elect to receive one newly designated unlisted Class A Common Unit

• As a result of the Merger, Brookfield now owns 100% of the Class B Common Units, representing approximately 98.7% of the outstanding common units of the Partnership. The remaining approximately 1.3% is held by those electing to take the unlisted Class A Common Units

• Pursuant to the terms of the Merger Agreement, the Partnership’s outstanding preferred units were unchanged and remain outstanding following the Merger

• Following suspension of trading in the Partnership's common units, the SEC has been notified of the delisting of such common units on the NYSE and the deregistration of the common units

• Further details provided in the Rule 13e-3 Transaction Statement (Amendment No. 2) and related documents filed by the Partnership with the SEC on December 12, 2019

Privatization Process

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• Maintain safety standards and operational excellence

• Secure FPSO charter extensions and redeployments

• Increase profitability in existing business

• Execute contemplated financing initiatives

• Strengthen balance sheet through de-levering

2019 Priorities

13

Appendix

FPSO Charter Summary(1)

OptionsFirm Available

15

Unit Location 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029

Libra Brazil Petrobras

Knarr Norway Shell

Petrojarl I Brazil Enauta

Piranema Brazil Petrobras

Itajai Brazil Petrobras

Voyageur UK Premier Oil

Varg Norway

Ostras Namibia

Unit Location 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029

(1) As of December 31, 2019

FSO Charter Summary (1)

16

OptionsFirm Available

Unit Location 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029

Falcon Spirit Qatar Qatar Petroleum

Suksan

SalamanderThailand Teekay Corp.

Dampier Spirit Australia Jadestone

Apollo Spirit UK Teekay Corp.

Randgrid Norway Equinor

Unit Location 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029

(1) As of December 31, 2019