TPC gets tenders for 99.97% of 8¼% notes due 2017 by early deadline

By Toni Weeks

San Diego, Nov. 29 - TPC Group, Inc. announced in a press release that its wholly owned subsidiary, TPC Group LLC, received tenders and related consents for about $349.9 million, or 99.97%, of its $350 million of 8¼% senior secured notes due 2017 by 5 p.m. ET on Nov. 29, the consent payment deadline.

The purchase price is $1,112.45 per $1,000 principal amount of notes, which includes a consent payment of $30.00 for notes tendered by the consent payment deadline. Holders who tender after the consent payment deadline but before the offer expiration, 8 a.m. ET on Dec. 14, will receive $1,082.45 per $1,000 principal amount.

As reported previously, the total consideration was calculated using a weighted average that assumes 10% of the notes would be redeemed at 103, and the remainder would be redeemed at a make-whole redemption price.

The company will also pay accrued interest up to but not including the settlement date, which will be promptly after the offer expires.

In connection with the tender offer, the company solicited consents to amend the indenture governing the notes to eliminate most of the restrictive covenants and some events of default and to release all of the collateral securing the obligations under the notes. TPC said in a previous press release that adoption of the amendments to eliminate the restrictive covenants and events of default requires the consent of the holders representing at least a majority of the outstanding principal amount of notes, and adoption of the amendments to release the collateral securing the obligations under the notes requires the consent of the holders representing at least two-thirds of the principal amount of the notes. Both conditions have now been satisfied.

Tendered notes may no longer be withdrawn and related consents may no longer be revoked.

As previously noted, the offer is contingent on the completion of TPC Group Inc.'s acquisition by First Reserve Corp. and SK Capital Partners. It is not conditioned upon receiving the consents needed to adopt all of the amendments or the execution and delivery of a supplemental indenture effecting the amendments.

TPC said in the release that it intends to call for redemption the remaining notes not purchased in the tender offer at 103 plus accrued interest. The redemption is conditioned upon the closing of the merger. If the merger is completed before the redemption date, notes will be redeemed concurrently with the closing.

Bank of America Merrill Lynch (888 292-0070 or collect 980 683-3215) is the dealer manager and solicitation agent. Global Bondholder Services Corp. (866 470-3800 or collect 212 430-3774 for banks and brokers) is the tender agent and information agent.

Based in Houston, TPC Group is a fee-based processor and service provider of value-added products derived from niche petrochemical raw materials.

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