08-10-2012

TPC Group receives non-binding proposal from Innospec and Blackstone

TPC Group Inc, a leading fee-based processor and service provider of value-added products derived from niche petrochemical raw materials, today announced that it has received a non-binding proposal to be acquired by Innospec Inc. As part of this proposal, Innospec would pursue an acquisition of all of TPC Group's common shares for an all-cash purchase price in the range of $44—46 per share. The proposal is subject to certain conditions, including, among others, securing requisite debt financing, completion of due diligence and receipt of internal approvals. Equity financing for the proposed acquisition will be provided by a fund, Blackstone Capital Partners VI, L.P., managed by Blackstone on behalf of its private equity investors.

The TPC Group Board of Directors has determined in good faith, after consultation with its independent legal and financial advisors, that this proposal would reasonably be expected to lead to a Superior Proposal, as that term is defined in the Merger Agreement dated as of August 24, 2012 with investment funds sponsored by First Reserve Corporation and SK Capital Partners. Consistent with its fiduciary duties, TPC Group's Board of Directors, in consultation with its independent legal and financial advisors, will carefully consider and evaluate the non-binding proposal from Innospec and its equity financing partner, and has authorized discussions and negotiations with them and is making arrangements to facilitate their due diligence review.

It is not anticipated that any further developments will be disclosed with regard to these discussions unless the TPC Group Board makes a decision with respect to any potential Superior Proposal. There are no guarantees that these negotiations will result in a Superior Proposal.

As previously announced on August 27, 2012, TPC Group entered into a merger agreement with investment funds sponsored by First Reserve Corporation and SK Capital Partners. Under the terms of the agreement, upon consummation of the merger TPC Group stockholders would be eligible to receive $40.00 per share in cash for each share of TPC Group common stock that they own. The TPC Group Board of Directors has not changed its recommendation with respect to, and continues to recommend that TPC stockholders vote in favor of adopting and approving, the merger agreement entered into with investment funds sponsored by First Reserve Corporation and SK Capital Partners and the transactions contemplated thereby.

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.