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): December 11, 2012

TPC Group Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-34727

20-0863618

(State or other jurisdiction of

incorporation or organization)

(Commission file number)

(I.R.S. employer

identification number)

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

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 December 11, 2012, the Company issued a press release announcing that it priced $655,000,000 aggregate principal amount of its 8.75% Senior Secured Notes due 2020 in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended, in connection with the proposed acquisition of the Company by entities affiliated with First Reserve Management, L.P. and SK Capital Partners. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release dated December 11, 2012.

SIGNATURE

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.

TPC Group Inc.

Date: December 11, 2012

/s/ Rishi A. Varma

Rishi A. Varma

Vice President, General Counsel and Secretary

TPC Group Inc. 8-K