TPC Group accepts First Reserve, SK Capital Partners revised offer

TPC Group accepts First Reserve, SK Capital Partners revised offer

12:04 PM, 12th November 2012
TPC Group accepts First Reserve, SK Capital Partners revised offer

HOUSTON, US: TPC Group Inc has agreed with Sawgrass Holdings Inc and Sawgrass Merger Sub Inc, entities formed by investment funds affiliated with First Reserve and SK Capital for the purposes of TPC Group merger by the companies.

As per the amended merger terms, First Reserve and SK Capital offered an increased price consideration to $45 in cash per share, a 12.5 per cent increase to the previously agreed consideration of $40 per share, and a 34.4 per cent premium to TPC Group’s closing stock price on July 24, 2012, the last unaffected trading day prior to media reports of a possible acquisition of TPC Group.

The termination fee payable by TPC Group to Sawgrass Holdings in connection with acceptance of any superior proposal has been increased to $24 million and the cap on the amount of Sawgrass Holdings expenses that TPC Group would be required to reimburse in certain circumstances has been increased to $10 million. The voting by shareholders will finalize the deal at the meeting scheduled on December 5, 2012.

Also, TPC has terminated discussions and ceased providing due diligence information to, Innospec Inc and Blackstone Management Associates VI LLC with respect to Innospec’s previously submitted non-binding proposal to acquire all of TPC’s common stock for an all-cash purchase price in the range of $44-46 per share.

Sawgrass Holdings has provided TPC Group with revised debt and equity financing commitments sufficient to provide necessary financing at the increased purchase price.

The amendment was approved by TPC Group’s Board of Directors, upon the recommendation of a special committee composed entirely of independent directors.

Perella Weinberg Partners LP is serving as financial advisor to TPC and Baker Botts LLP is serving as legal counsel. Skadden, Arps, Slate, Meagher & Flom LLP serves as legal counsel to the special committee of the TPC’s Board of Directors.

© WOC News




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