TPC Group Inc. Stockholders Approve Sale to First Reserve Corporation and SK Capital Partners

TPC Group Inc. Stockholders Approve Sale to First Reserve Corporation and SK
Capital Partners

HOUSTON, Dec. 5, 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 that at today's
special meeting, its stockholders adopted the merger agreement with affiliates
of First Reserve Corporation and SK Capital Partners, thus approving the sale
of the Company. Upon closing of the merger, TPC Group stockholders will become
entitled to receive $45.00 per share in cash for each share of TPC Group
common stock that they own.With today's approval by TPC Group's stockholders,
all requisite approvals required to consummate the transaction have been
received, and closing is expected to occur prior to December 31, 2012.

"We are pleased with the outcome of today's vote, and I want to thank our
stockholders for their support throughout this process," said Michael T.
McDonnell, President and Chief Executive Officer of TPC Group."The TPC Group
Board of Directors and management team have worked diligently to advance the
best interests of the Company's stockholders, and we are grateful for the
support we received for the Board's recommendation. We are also very
appreciative of our employees' continued focus on delivering mission-critical
products and providing aggregation, processing and logistics services to our
valued partners throughout this process."

First Reserve Corporation Director Neil Wizel said, "We are pleased that TPC
Group's stockholders have demonstrated their support for this transaction.We
are enthusiastic about the Company's prospects resulting from its leading
positions in growing end markets and look forward to partnering with TPC Group
management and SK Capital in this next phase of the Company's development."

"TPC Group is a great company that is well positioned as its markets continue
to evolve as a result of increasing supplies of North American shale gas and
associated liquids," said Jack Norris, a Managing Director of SK Capital."We
are excited about supporting the Company for the benefit of its customers and
other stakeholders."

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.Jefferies & Company, Inc. and Goldman, Sachs & Co.
are serving as financial advisors to First Reserve and SK Capital.Simpson
Thacher & Bartlett LLP is serving as legal counsel to First Reserve and SK

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

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.

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; (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
          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

          For First Reserve and SK Capital

          Contact: Jim Barron / Pamela Blum
          Sard Verbinnen & Co
          Phone: (212) 687-8080

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