TPC Group Announces Extension of Expiration Time of Cash Tender Offer and Related Consent Solicitation for Senior Secured Notes
11 Dezember 2012 - 9:30PM
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 that it has extended
the expiration time for the tender offer (the "Tender Offer") and
related consent solicitation (the "Consent Solicitation"), by TPC
Group LLC, its wholly owned subsidiary, for its 8.25% Senior
Secured Notes due 2017 (the "Notes").
The Tender Offer and the Consent Solicitation, which were
scheduled to expire at 8:00 a.m., New York City time, on December
14, 2012, will now expire at 8:00 a.m., New York City time, on
December 20, 2012 (the "Expiration Time"). Except as provided
herein, all other terms, provisions and conditions of the Tender
Offer and the Consent Solicitation remain unchanged.
The Tender Offer and the Consent Solicitation are being made
upon the terms and subject to the conditions described in the Offer
to Purchase and Consent Solicitation Statement dated November 15,
2012 (the "Offer to Purchase") and the related letter of
transmittal and consent. Eligible holders who validly tender their
Notes at or prior to the Expiration Time, will be eligible to
receive, if their Notes are accepted for purchase, the tender offer
consideration of $1,082.45 per $1,000 principal amount of Notes so
tendered. In addition, holders who validly tender their Notes that
are accepted for purchase will receive accrued and unpaid interest
to, but not including, the payment date, which is currently
expected to be December 20, 2012. Holders tendering Notes after
5:00 p.m., New York City time, on November 29, 2012 are not
eligible to receive the total consideration, which includes the
consent payment, offered pursuant to the Tender Offer and the
Consent Solicitation.
The Tender Offer and the Consent Solicitation are being made in
connection with the proposed acquisition of TPC Group Inc. by
entities affiliated with First Reserve Management, L.P. and SK
Capital Partners (such transaction referred to herein as the
"Merger"). The Tender Offer and the Consent Solicitation are
subject to a number of conditions that are set forth in the Offer
to Purchase, including, without limitation, the consummation of the
Merger, as more fully described in the Offer to Purchase.
TPC Group has engaged BofA Merrill Lynch to act as the dealer
manager and solicitation agent for the Tender Offer and the Consent
Solicitation and Global Bondholder Services Corporation to serve as
the tender agent and information agent for the Tender Offer and the
Consent Solicitation.
Requests for documents may be directed to Global Bondholder
Services Corporation by telephone at (866) 470-3800 (collect)
(banks and brokerage firms please call (212) 430-3774). Questions
regarding the terms of the Tender Offer and the Consent
Solicitation may be directed to BofA Merrill Lynch by telephone at
(888) 292-0070 (toll-free) and (980) 683-3215 (collect).
This press release is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to purchase or a solicitation of consents with respect to any
Notes. The Tender Offer and the Consent Solicitation are
being made solely by the Offer to Purchase and the related
letter of transmittal and consent, which sets forth the complete
terms and conditions of the Tender Offer. The Tender Offer and the
Consent Solicitation are not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. TPC Group LLC reserves the right to terminate or
withdraw the Tender Offer and the Consent Solicitation at any time,
subject to applicable law. This press release does not constitute a
notice of redemption or an obligation to issue a notice of
redemption in respect of the Notes.
This press release contains forward-looking statements which
include, but are not limited to, any statement that may predict,
forecast, indicate or imply future results, performance,
achievements or events. Forward-looking statements are based upon
management's current plans and beliefs or current estimates of
future results or trends. These forward-looking statements reflect
our current views with respect to future events and are based on
assumptions and subject to risks and uncertainties that may cause
actual results to differ materially from trends, plans or
expectations set forth in the forward-looking statements.
Given these risks and uncertainties, we urge you to read the
tender offer materials completely and with the understanding that
actual future results may be materially different from what we plan
or expect. All of the forward-looking statements made in this press
release, including statements related to the Tender Offer and the
Consent Solicitation are qualified by these cautionary statements
and investors are cautioned not to place undue reliance on these
forward-looking statements. In addition, these forward-looking
statements present our estimates and assumptions only as of the
date hereof, and we disclaim any intention or obligation to update
any forward-looking statements as a result of developments
occurring after the date of this press release, except, with
respect to the Tender Offer and the Consent Solicitation, as
specifically set forth in this press release or as otherwise
required by law.
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
CONTACT: Investor Relations
Miguel Desdin
Email: miguel.desdin@tpcgrp.com
Phone: 713-627-7474
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