First Reserve and SK Capital Complete Acquisition of TPC Group
Houston, TX, December 20, 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 completion of its acquisition by entities affiliated with First Reserve Corporation and SK Capital Partners.
As previously announced, the transaction was approved by TPC Group Inc. stockholders at a special meeting of stockholders of the Company held December 5, 2012. Pursuant to the terms of the merger agreement, TPC Group stockholders are entitled to receive $45.00 in cash, without interest, less any applicable withholding taxes, for each share of TPC Group common stock owned by them. As a result of the merger, TPC Group’s common stock will no longer be listed for trading on NASDAQ and TPC Group will be a privately held company.
Stockholders of record will receive a letter of transmittal and instructions shortly after closing on how to surrender their certificated shares of TPC Group common stock to the paying agent in exchange for the merger consideration. Stockholders of record should wait to receive the letter of transmittal before surrendering their shares.
Perella Weinberg Partners LP served as financial advisor to TPC Group, and Baker Botts L.L.P. served as legal counsel. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to the special committee of TPC Group’s Board of Directors. Jefferies & Company, Inc. and Goldman, Sachs & Co. served as financial advisors to First Reserve and SK Capital. Simpson Thacher & Bartlett LLP served 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. TPC Group Inc. 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, TPC Group Inc. 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.
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
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.
For TPC Group:
Phone: (713) 627-7474
Scott Winter / Larry Miller
Innisfree M&A Incorporated
Phone: (212) 750-5833
Meaghan Repko / James Golden
Joele Frank, Wilkinson Brimmer Katcher
Phone: (212) 355-4449
For First Reserve Corporation and SK Capital:
Jim Barron / Pamela Blum
Sard Verbinnen & Co.
Phone: (212) 687-8080