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TPC Group Announces Receipt of Requisite Consents and Conditional Redemption of Senior Secured Notes



TPC Group Announces Receipt of Requisite Consents and Conditional Redemption
of Senior Secured Notes

HOUSTON, Nov. 29, 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, announced today the
preliminary results for the tender offer (the "Tender Offer") and the consent
solicitation (the "Consent Solicitation") by TPC Group LLC, its wholly owned
subsidiary, for its 8.25% Senior Secured Notes due 2017 (the "Notes").

As of 5:00 p.m., New York City time, on November 29, 2012, the withdrawal
deadline and the consent payment deadline for the Tender Offer and the Consent
Solicitation, TPC Group LLC had received valid tenders and related consents in
respect of approximately $349.9 million aggregate principal amount of the
Notes, representing 99.97% of the outstanding Notes. As the withdrawal
deadline has now passed, Notes tendered pursuant to the Tender Offer may no
longer be withdrawn and consents delivered pursuant to the Consent
Solicitation may no longer be revoked.

Adoption of the proposed amendments to eliminate the restrictive covenants and
events of default (the "Proposed Indenture Amendments") requires the consent
of the holders of at least a majority of the outstanding principal amount of
the Notes, and adoption of the proposed amendments to release the collateral
securing the obligations under the Notes (the "Proposed Collateral Release
Amendments") requires the consent of the holders of at least 66-2/3% of the
outstanding principal amount of the Notes. Consequently, the requisite
consents to adopt the Proposed Indenture Amendments and the Proposed
Collateral Release Amendments have been received through the consent payment
deadline.

The Tender Offer and the Consent Solicitation are being made upon the terms
and subject to the conditions described in the Offer to Purchase and Consent
Solicitation Statement dated November 15, 2012 (the "Offer to Purchase") and
the related letter of transmittal and consent. The Tender Offer and the
Consent Solicitation will expire at 8:00 a.m., New York City time, on December
14, 2012, unless extended or earlier terminated (the "Expiration Time"). Notes
tendered after 5:00 p.m., New York City time, on November 29, 2012 but at or
prior to the Expiration Time will be eligible to receive the tender offer
consideration offered in the Tender Offer of $1,082.45 per $1,000 principal
amount of Notes so tendered but not the consent payment of $30.00 per $1,000
principal amount of Notes offered pursuant to the Consent Solicitation.

The Tender Offer and the Consent Solicitation are being made in connection
with the proposed acquisition of TPC Group Inc. by entities affiliated with
First Reserve Corporation and SK Capital Partners (such transaction referred
to herein as the "Merger"). The Tender Offer and the Consent Solicitation are
subject to a number of conditions that are set forth in the Offer to Purchase,
including, without limitation, the consummation of the Merger, as more fully
described in the Offer to Purchase.

TPC Group LLC also announced that it intends to call for redemption the
remaining Notes not purchased in the Tender Offer and outstanding at the
redemption date at a redemption price of 103% plus accrued and unpaid interest
to the redemption date, with such redemption being conditioned upon the
consummation of the Merger. In the event that the Merger is consummated prior
to the redemption date for the redemption, the Notes to be redeemed will be
satisfied and discharged concurrent with the consummation of the Merger.

TPC Group has engaged BofA Merrill Lynch to act as the dealer manager and
solicitation agent for the Tender Offer and Consent Solicitation and Global
Bondholder Services Corporation to serve as the tender agent and information
agent for the Tender Offer and Consent Solicitation.

Requests for documents may be directed to Global Bondholder Services
Corporation by telephone at (866) 470-3800 (collect) (banks and brokerage
firms please call (212) 430-3774). Questions regarding the terms of the Tender
Offer and Consent Solicitation may be directed to BofA Merrill Lynch by
telephone at (888) 292-0070 (toll-free) and (980) 683-3215 (collect).

This press release is for informational purposes only and does not constitute
an offer to purchase or a solicitation of an offer to purchase or a
solicitation of consents with respect to any Notes. The Tender Offer and the
Consent Solicitation are being made solely by the Offer to Purchase and the
related letter of transmittal and consent, which sets forth the complete terms
and conditions of the Tender Offer and the Consent Solicitation. The Tender
Offer is not being made to holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. TPC Group LLC reserves the right
to terminate or withdraw the Tender Offer and the Consent Solicitation at any
time, subject to applicable law. This press release does not constitute a
notice of redemption or an obligation to issue a notice of redemption in
respect of the Notes.

This press release contains forward-looking statements which include, but are
not limited to, any statement that may predict, forecast, indicate or imply
future results, performance, achievements or events. Forward-looking
statements are based upon management's current plans and beliefs or current
estimates of future results or trends. These forward-looking statements
reflect our current views with respect to future events and are based on
assumptions and subject to risks and uncertainties that may cause actual
results to differ materially from trends, plans or expectations set forth in
the forward-looking statements.

Given these risks and uncertainties, we urge you to read the tender offer
materials completely and with the understanding that actual future results may
be materially different from what we plan or expect. All of the
forward-looking statements made in this press release, including statements
related to the Tender Offer and the Consent Solicitation are qualified by
these cautionary statements and investors are cautioned not to place undue
reliance on these forward-looking statements. In addition, these
forward-looking statements present our estimates and assumptions only as of
the date hereof, and we disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring after the
date of this press release, except, with respect to the Tender Offer and the
Consent Solicitation, as specifically set forth in this press release or as
otherwise required by law.

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 at http://www.tpcgrp.com.

The TPC Group logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=9551

CONTACT: Investor Relations
         Miguel Desdin
         Email: miguel.desdin@tpcgrp.com
         Phone: 713-627-7474

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