Current Report

TPC GROUP INC.

Date: September 30, 2010

/s/ Christopher A. Artzer

Christopher A. Artzer

Vice President, General Counsel and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 30, 2010

TPC GROUP INC.

(Exact name of registrant as specified in its charter)


Delaware	001-34727	20-0863618
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

5151 San Felipe, Suite 800, Houston, Texas 77056

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (713) 627-7474

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events.

On September 30, 2010, TPC Group Inc. (the “Company”) issued a press release announcing that its wholly owned subsidiary, TPC Group LLC, priced an offering, through a private placement, of $350 million of senior secured notes due 2017, which will bear interest at a rate of 8.25% per annum. The notes are being sold at 99.35% of their face principal amount, plus accrued interest, if any, from October 5, 2010. The closing of the offering is expected to occur on October 5, 2010 and is subject to customary closing conditions. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

99.1		Press Release dated September 30, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS


Exhibit No.		Description

99.1		Press Release dated September 30, 2010

Exhibit 99.1


FOR IMMEDIATE RELEASE

Investor Relations
Contact:		Robert Whitlow
Email:		robert.whitlow@tpcgrp.com
Phone:		713-627-7474

Contact:		Miguel Desdin
Email:		miguel.desdin@tpcgrp.com
Phone:		713-627-7474

Media Relations
Contact:		Sara Cronin
Email:		sara.cronin@tpcgrp.com
Phone:		713-627-7474

TPC Group Announces Pricing of Private Offering of $350 Million

of Senior Secured Notes

HOUSTON (Thursday, September 30, 2010) — TPC Group Inc. (Nasdaq: TPCG) today announced that its wholly owned subsidiary, TPC Group LLC, priced an offering, through a private placement, of $350 million of senior secured notes due 2017, which will bear interest at a rate of 8.25% per annum. The notes are being sold at 99.35% of their face principal amount, plus accrued interest, if any, from October 5, 2010. The closing of the offering is expected to occur on October 5, 2010 and is subject to customary closing conditions.

TPC Group LLC expects to receive net proceeds from the offering of approximately $338 million after discounts and estimated offering expenses. TPC Group LLC intends to use the net proceeds from the proposed offering to repay all outstanding indebtedness under its existing term loan credit facility and to fund a distribution to TPC Group Inc. for general corporate purposes, which may include dividends, stock repurchases or other returns of capital to its stockholders.

The notes are being offered inside the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

The notes and the guarantees thereof have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act and any applicable state securities laws.

This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful.

Information on Forward Looking Statements

Certain statements in this news release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include assumptions, expectations, predictions, intentions or beliefs about future events, including the closing of the offering and the use of proceeds therefrom. Although TPC Group believes that such statements are based on reasonable assumptions, no assurance can be given that such statements will prove to have been correct. A number of factors could cause actual results to vary materially from those expressed or implied in any forward-looking statements. More information about the risks and uncertainties relating to TPC Group and the forward-looking statements are found in the Company’s SEC filings, including its Annual Report on Form 10-K for the fiscal year ended June 30, 2010, which is available free of charge on the SEC’s web site at http://www.sec.gov. TPC Group expressly disclaims any obligation to update any forward-looking statements contained in this news release to reflect events or circumstances that may arise after the date of this release, except as otherwise required by applicable law.

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