TPC Group Successfully Enters into Note Purchase Agreement

HOUSTON (February 2, 2021) – TPC Group Inc. (the “Company”) announced today that it has successfully entered into an agreement for the issuance and sale of $153 million aggregate principal amount of new 10.875 percent Senior Secured Notes due 2024 (the “New Notes”). The New Notes were issued in a private placement that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The New Notes are guaranteed on a senior unsecured basis by TPC Holdings, Inc. and on a senior secured basis by all of the Company’s existing or future direct and indirect domestic subsidiaries, other than certain excluded subsidiaries (collectively, the “Subsidiary Guarantors”).

The net proceeds from the offering will be used to repay and terminate the Company’s $70 million term loan credit facility (the “Apollo Term Loan”), to pay all fees and expenses related to the transactions and for general corporate purposes. Interest on the New Notes begins accruing on the issue date of the New Notes at a rate of 10.875 percent per year and is payable quarterly in arrears on February 1, May 1, August 1, and November 1 of each year, commencing on May 1, 2021.

“As part of our ongoing efforts to enhance our financial position, I am pleased with the outcome of this refinancing,” said Ed Dineen, TPC Group President and CEO. “These New Notes provide us with an additional layer of liquidity as we continue to recover from the widespread impacts of Covid-19.”

The New Notes are effectively senior to all of the Company’s and the Subsidiary Guarantors’ existing and future unsecured indebtedness and the existing 10.5 percent Notes (the “Existing Notes”) to the extent of the value of the Existing Notes collateral. The New Notes are effectively subordinated to the revolving asset-based (ABL) credit facility and the Company’s and the Subsidiary Guarantors’ existing and future indebtedness secured by assets or properties not constituting collateral securing the Existing Notes to the extent of the value of such assets and properties.

The New Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, any securities, nor shall there be any sales of the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Moelis & Company LLC acted as financial advisor to the Company in connection with this transaction.

About TPC Group
TPC Group, headquartered in Houston, is a leading producer of value-added products derived from petrochemical raw materials such as C4 hydrocarbons, and provider of critical infrastructure and logistics services along the Gulf Coast. The Company sells its products into a wide range of performance, specialty and intermediate markets, including synthetic rubber, fuels, lubricant additives, plastics and surfactants. With an operating history of 75 years, TPC Group has a manufacturing facility in the industrial corridor adjacent to the Houston Ship Channel and operates product terminals in Port Neches, Texas and Lake Charles, Louisiana.

CONTACT: Andrew Grygiel, Investor Relations                                                             PHONE: 713.840.2045