Petro Chems Maker TPC Group Sells to Eneos

Petrochemicals maker TPC Group Inc. on Friday, Aug. 7, said it’s agreed to sell to Eneos Holdings Inc.
Neither TPC nor Eneos in its own statement disclosed the financial terms of the transaction, which will see Eneos acquire TPC’s petrochemical operations in Houston, along with terminal operations in Port Neches, Texas, and Lake Charles, La.
Tokyo-based Eneos said it will make the acquisition through a merger with a special purpose vehicle established under a U.S. subsidiary. The company added that TPC will enhance its supply capabilities and responsiveness to market fluctuations, as well as strengthen its supply chain. By combining its expertise in safe and stable operations with TPC’s business platform, Eneos said it plans to enhance corporate value and strengthen the reach of its materials business, including in North America.
The Deal reported in 2024 that TPC and its financial backers, including Redwood Capital Management LLC, had engaged Moelis & Co. LLC to solicit interest in the company, with TPC marketed on Ebitda approaching $250 million.
The Deal said at the time that the process was expected to attract large financial sponsors capable of writing equity checks north of $500 million, with TPC expected to fetch 5 to 7 times Ebitda, representing a price tag of somewhere between $1.25 billion and $1.75 billion.
Eneo’s statement shows TPC has $25 million in operating profit on $1.51 billion in net sales last year. Redwood Capital is its largest shareholder, with a 40.5% stake, followed by Monarch Alternative Capital LP (21.4%) and PGIM Inc. (19.8%).
Houston-based TPC Group, a processor of crude C4 hydrocarbons including butadiene, butene-1 and isobutene, was previously owned by private equity firms SK Capital Partners LP and First Reserve Corp. before years of diminishing performance and a plant explosion ultimately led the business to seek bankruptcy protection in 2022.
Through the proceeding, the business eliminated more than $950 million of its $1.3 billion of secured debt and discharged thousands of litigation claims arising from the explosion at its Port Neches facility in 2019.
Eneos is an energy and materials conglomerate with operations spanning oil, natural gas, metals and renewable energy. The company was established in 2010 as JXTG Holdings Inc. through the merger of Nippon Oil Corp. and Nippon Mining Holdings Inc.
Eneos in May agreed to acquire the downstream fuels and lubricants marketing businesses of Chevron Corp. (CVX) in Singapore, Malaysia, the Philippines, Australia, Vietnam and Indonesia, expanding its footprint across Southeast Asia and Oceania.
TPC and Eneos expect the transaction to close in October, subject to customary closing conditions, including applicable regulatory approvals.
TPC Group tapped Moelis for financial advice and Paul Hastings LLP for counsel. CEO Ed Dineen worked on the deal internally along with Redwood Capital co-chief investment officers Ruben Kliksberg and Sean Sauler.
Eneos used SMBC Nikko Securities Inc. and Jefferies LLC for financial advice and Paul Humphreys and Tomoko Nakajima of Freshfields LLP for counsel.
