Sandell Asset Management Issues White Paper On TPC Group's Take Private

NEW YORK, Sept. 4, 2012 /PRNewswire/ -- Sandell Asset Management Corp. ("Sandell"), the beneficial owner of approximately 1.1 million shares, or 7.0%, of TPC Group ("TPCG") (NASDAQ: TPCG), is issuing a White Paper to TPCG's shareholders relating to TPCG's recent agreement to sell itself to private equity firms First Reserve & SK Capital ("PE Buyers").  Sandell has been a long term shareholder of the Company, leading its restructuring and exit from bankruptcy in 2004.

A full copy of the White Paper can be found here: http://www.sandellmgmt.com/news/Immediate_Maximization_of_Value_at_TPCG.pdf

The following are highlights of Sandell's opinions as set forth in more detail in its White Paper presentation:

• Current agreement is a sweetheart transaction for the PE Buyers and Management allowing them to steal the Company on the cheap from shareholders without a full and proper auction.
• Several strategic and financial parties were shut out of the process and/or subjected to unreasonable demands and unreasonable timelines.
• Management has been intentionally bearish to ensure the completion of a deal at a low price, thereby benefiting themselves the most through a go-private transaction.
• To the detriment of current shareholders, Management did not:
  • Negotiate a go-shop period to solicit competing offers;
  • Hold a conference call with its shareholders as is customary;
  • File voting agreements with the SEC detailing the nature of the lockups; or
  • Disclose compensation agreements which, Sandell believes, would show the significant upside that Management has negotiated for themselves.
• Lastly, there is ample evidence that the deal price is not the maximum price that shareholders deserve given the stability of TPCG's underlying business, the upcoming growth catalysts and its solid balance sheet.

Sandell intends to vote against the deal, encourages its fellow shareholders to do the same, and seeks to have the Company run a proper auction to maximize shareholder values.

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