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

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 Capital.

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

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 www.firstreserve.com.

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 http://www.skcapitalpartners.com 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.

CONTACT:  For TPC Group

          Investor Relations
          Contact: Miguel Desdin
          Email: [e-mail]
          Phone: [phone]
          -or-
          Contact: Scott Winter / Larry Miller
          Innisfree M&A Incorporated
          Phone: [phone]

          Media Inquiries
          Contact: Meaghan Repko / James Golden
          Joele Frank, Wilkinson Brimmer Katcher 
          Phone: [phone]

          For First Reserve and SK Capital

          Contact: Jim Barron / Pamela Blum
          Sard Verbinnen & Co
          Phone: [phone]