TPC Group Urges Stockholders to Approve Transaction with First Reserve Corporation and SK Capital Partners

TPC Group Urges Stockholders to Approve Transaction with First Reserve
Corporation and SK Capital Partners

 Special Meeting to Adopt Existing Merger Agreement Scheduled for December 5,

 Deadline for Voting by Proxy by Internet or Telephone is December 4, 2012 at
                           11:59 p.m. New York Time

HOUSTON, Dec. 3, 2012 (GLOBE NEWSWIRE) -- Following the announcement made by
Innospec Inc. (Nasdaq: IOSP) ("Innospec") this morning that it will not submit
a definitive proposal to acquire TPC Group Inc. (Nasdaq:TPCG), TPC Group's
Board of Directors urges all stockholders to take prompt action to vote FOR
the adoption of the merger agreement with First Reserve Corporation and SK
Capital Partners, under which stockholders will receive $45.00 per share in

On November 29, 2012, Institutional Shareholder Services recommended
stockholders vote FOR the proposed transaction with First Reserve and SK

As previously announced, the special meeting of stockholders to vote on the
adoption of the existing merger agreement with First Reserve and SK Capital 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 deadline
for voting by proxy by Internet or telephone is December 4, 2012 at 11:59 p.m.
New York Time.

First Reserve Corporation and SK Capital have received all regulatory
approvals required to consummate the transaction and, assuming stockholder
approval is received, the acquisition is expected to close by no later than
December 31, 2012.

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 at

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 between TPC Group and investment funds sponsored by First
Reserve Corporation and SK Capital Partners. 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 November 5, 2012 and November
13, 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
November 5, 2012 and November 14, 2012, respectively. Investors and security
holders may obtain a free copy of the definitive proxy statement, the
supplement 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 and the supplement. 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 (as amended) among TPC Group and investment funds
sponsored by First Reserve Corporation and SK Capital Partners; (2) the
outcome of any legal proceedings that may be instituted against TPC Group and
others; (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 and other closing conditions; (4) risks that any
proposed merger disrupts current plans and operations of TPC Group; (5)
potential difficulties in employee retention as a result of any proposed
merger; (6) the ability to recognize the benefits of any 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 proposed 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
          Miguel Desdin
          Phone: 713-627-7474
          Scott Winter / Larry Miller
          Innisfree M&A Incorporated
          Phone: (212) 750-5833

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

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