First Reserve and SK Capital Comment on Innospec’s and Blackstone’s Revised Non-Binding Expression of Interest to Acquire

  First Reserve and SK Capital Comment on Innospec’s and Blackstone’s Revised
  Non-Binding Expression of Interest to Acquire TPC Group

Business Wire

HOUSTON -- November 16, 2012

First Reserve Corporation, a leading global investment firm dedicated to the
energy industry, and SK Capital Partners, a U.S.-based private investment firm
focused on the chemicals sector, commented today on Innospec’s (Nasdaq: IOSP)
and Blackstone’s (NYSE: BX) revised non-binding expression of interest to
explore an acquisition of TPC Group (NYSE: TPCG) at a price of $47.50 per

“We believe our agreed transaction with TPCG remains clearly superior to the
highly conditional expression of interest from Innospec and Blackstone, given
the significant risks and uncertainty related to their proposal, their
inability to close any transaction in 2012, and the potential execution risks
between now and the closing of any transaction. In addition to impacting the
likelihood of closing a transaction, we believe these risks and timing issues
would also have substantial negative economic implications for TPCG
shareholders, including those related to the time value of money and impending
tax law changes.

“Our agreed transaction with TPCG could close prior to year-end and provide
attractive value for TPCG shareholders, as the transaction is fully financed
and has received all applicable regulatory approvals. In contrast, Innospec's
and Blackstone’s expression of interest has no committed financing and still
requires the completion of due diligence, receipt of a variety of internal and
external approvals, and negotiation and execution of a definitive agreement.”

About First Reserve Corporation

Founded in 1983, First Reserve Corporation is a leading global investment firm
dedicated to the energy industry with over $23 billion of raised capital since
inception. With offices in North America, Europe and Asia, First Reserve is
well-positioned to make strategic investments on a global basis across the
energy value chain. First Reserve seeks to create value for its investors by
applying its deep industry knowledge, decades of investing and operational
experience, highly talented management team and powerful network of global
relationships to its investments and through active monitoring of its
portfolio companies. For additional information, please visit the First
Reserve website at

About SK Capital Partners

SK Capital Partners is a private investment firm with a disciplined focus on
the specialty materials, chemicals and healthcare sectors. SK Capital’s
integrated, multi-disciplinary team utilizes its industry, operating and
investment experience to support the transformation of businesses into higher
performing companies. Located in New York, NY and Boca Raton, FL, SK Capital
is currently investing SK Capital Partners III, L.P., a $500 million fund of
committed capital, and its portfolio companies generate revenues of over $3.0
billion annually and employ more than 3,400 people. Please visit for more information.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the
proposed merger between TPC Group and Sawgrass Merger Sub Inc., a wholly-owned
subsidiary of Sawgrass Holdings Inc. Sawgrass Holdings Inc. was formed by
investment funds affiliated with First Reserve Corporation and SK Capital
Partners solely for purposes of the proposed merger. In connection with the
proposed merger, TPC Group has filed a definitive proxy statement and a
supplement to the definitive proxy statement with the SEC on November5, 2012
and November13, 2012, respectively. Investors and security holders of TPC
Group are urged to carefully read the definitive proxy statement and the
supplement because they contain important information about the transaction.

The definitive proxy statement and the supplement were mailed to TPC Group’s
stockholders seeking their approval of the proposed merger on or about
November5, 2012 and November14, 2012, respectively. Investors and security
holders may obtain a free copy of the definitive proxy statement, the
supplement and other documents filed with the SEC at the SEC’s website at Free copies of the documents filed with the SEC will be available
on TPC Group’s website at under the “Investors” tab, by
directing a request to TPC Group Inc., Attention: Investor Relations
Department, 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’s public reference room at
Station Place, 100 F Street N.E., Room 1580, Washington, D.C. 20549. You may
also obtain copies of those documents at prescribed rates by writing to the
Public Reference Section of the SEC at that address. Please call the SEC at
(800)732-0330 or visit the SEC’s website for further information on its
public reference room.


Sard Verbinnen & Co
Jim Barron/Pamela Blum
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