TPC Group Inc. Agrees on Increased Consideration in Transaction With First Reserve Corporation and SK Capital Partners

TPC Group Inc. Agrees on Increased Consideration in Transaction With First
Reserve Corporation and SK Capital Partners

TPC Group Stockholders to Receive $45.00 per Share in Cash

HOUSTON, Nov. 8, 2012 (GLOBE NEWSWIRE) -- TPC Group Inc. (Nasdaq:TPCG), a
leading fee-based processor and service provider of value-added products
derived from niche petrochemical raw materials, today announced that it has
entered into an amendment to its previously announced merger agreement dated
August 24, 2012 with Sawgrass Holdings Inc. and Sawgrass Merger Sub Inc.,
entities formed by investment funds affiliated with First Reserve and SK
Capital for the purposes of the merger.

Under the terms of the amended merger agreement:

  *the merger consideration has been increased to $45.00 in cash per share, a
    12.5% increase to the previously agreed consideration of $40.00 per share,
    and a 34.4% premium to TPC Group's closing stock price on July 24, 2012,
    the last unaffected trading day prior to media reports of a possible
    acquisition of TPC Group;
  *the termination fee payable by TPC Group to Sawgrass Holdings in
    connection with acceptance of any superior proposal and in certain other
    circumstances has been increased to $24 million (less any expenses
    reimbursed); and
  *the cap on the amount of Sawgrass Holdings expenses that TPC Group would
    be required to reimburse in certain circumstances has been increased to
    $10 million.

TPC Group's Board of Directors recommends that TPC Group stockholders vote in
favor of adopting the merger agreement (as amended) at the special meeting of
stockholders, which is scheduled to occur on December 5, 2012 at the offices
of Baker Botts L.L.P., 32nd Floor, One Shell Plaza, 910 Louisiana Street,
Houston, Texas 77002, at 9:00 a.m. Central time.Stockholders of record as of
the close of business on November 1, 2012 are entitled to vote at the special
meeting.The voting and support agreements previously executed by certain TPC
Group stockholders remain in effect.

In connection with the amendment, TPC Group has terminated discussions and
negotiations with, and ceased providing due diligence information to, Innospec
Inc. (Nasdaq:IOSP) and Blackstone Management Associates VI LLC and their
respective representatives with respect to Innospec's previously submitted
non-binding proposal to acquire all of TPC Group's common stock for an
all-cash purchase price in the range of $44-46 per share.TPC Group agreed to
comply with the provisions of the merger agreement with respect to any revised
proposal, inquiry or offer that may be received from Innospec.

Sawgrass Holdings has provided TPC Group with revised debt and equity
financing commitments sufficient to provide necessary financing at the
increased purchase price.

The amendment was approved by TPC Group's Board of Directors, upon the
recommendation of a special committee composed entirely of independent

Perella Weinberg Partners LP is serving as financial advisor to TPC Group, and
Baker Botts L.L.P. is serving as legal counsel. Skadden, Arps, Slate, Meagher
& Flom LLP is serving as legal counsel to the special committee of the TPC
Group's Board of Directors.

About TPC Group

TPC Group Inc. is a leading producer of value-added products derived from
niche petrochemical raw materials, such as C4 hydrocarbons, and provider of
critical infrastructure and logistics services along the Gulf Coast
region.The Company sells its products into a wide range of performance,
specialty and intermediate markets, including synthetic rubber, fuels,
lubricant additives, plastics and surfactants.Headquartered in Houston,
Texas, and with an operating history of over 68 years, the Company has
manufacturing facilities in the industrial corridor adjacent to the Houston
Ship Channel, Port Neches and Baytown, Texas and operates a product terminal
in Lake Charles, Louisiana. For more information, visit the Company's website

The TPC Group logo is available at

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the
proposed merger. TPC Group filed a definitive proxy statement with the SEC on
November 5, 2012 in connection with the proposed merger. Investors and
security holders of TPC Group are urged to carefully read the definitive proxy
statement because it will contain important information about the transaction.

The definitive proxy statement was mailed to TPC Group's stockholders seeking
their approval of the proposed merger on or about November 5, 2012. Investors
and security holders may obtain a free copy of the definitive proxy statement,
and other documents filed by TPC Group with the SEC, at the SEC's website at Free copies of the documents filed with the SEC by TPC Group
will be available on TPC Group's website at under the
"Investors" tab, by directing a request to TPC Group, Attention: Investor
Relations, 5151 San Felipe, Suite 800, Houston, Texas 77056, or by calling
(713) 627-7474.Investors may also read and copy any reports, statements and
other information filed with the SEC at the SEC public reference room at 100 F
Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800)
732-0330 or visit the SEC's website for further information on its public
reference room.

TPC Group and its directors, executive officers and certain members of
management and employees may, under the rules of the SEC, be deemed to be
"participants" in the solicitation of proxies in connection with the proposed
merger. Information concerning the interests of the persons who may be
participants in the solicitation is set forth in the definitive proxy
statement. Information concerning beneficial ownership of TPC Group stock by
its directors and certain executive officers is included in its proxy
statement relating to its 2012 annual meeting of stockholders filed with the
SEC on April 26, 2012 and subsequent statements of changes in beneficial
ownership on file with the SEC.

Forward-Looking Statements

This communication contains forward-looking statements, which are subject to
risks, uncertainties, assumptions and other factors that are difficult to
predict and that could cause actual results to vary materially from those
expressed in or indicated by them. Factors that could cause actual results to
differ materially include, but are not limited to (1) the occurrence of any
event, change or other circumstances that could give rise to the termination
of the merger agreement; (2) the outcome of any legal proceedings instituted
against TPC Group and others following announcement of the merger agreement;
(3) the inability to complete the proposed merger due to the failure to
satisfy the conditions to the merger, including obtaining the approval of TPC
Group's stockholders, antitrust clearances and other closing conditions; (4)
risks that the proposed merger disrupts current plans and operations of TPC
Group; (5) potential difficulties in employee retention as a result of the
proposed merger; (6) the ability to recognize the benefits of the proposed
merger; (7) legislative, regulatory and economic developments; and (8) other
factors described in TPC Group's filings with the SEC. Many of the factors
that will determine the outcome of the subject matter of this communication
are beyond the ability of TPC Group to control or predict. TPC Group can give
no assurance that the conditions to the merger will be satisfied. Except as
required by law, TPC Group undertakes no obligation to revise or update any
forward-looking statement, or to make any other forward-looking statements,
whether as a result of new information, future events or otherwise. TPC Group
is not responsible for updating the information contained in this
communication beyond the published date, or for changes made to this
communication by wire services or Internet service providers.


         Investor Relations
         Contact: Miguel Desdin
         Phone: 713-627-7474
         Contact: Scott Winter / Larry Miller
         Innisfree M&A Incorporated
         Phone: (212) 750-5833

         Media Inquiries
         Contact: Meaghan Repko / James Golden
         Joele Frank, Wilkinson Brimmer Katcher
         Phone: (212) 355-4449

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