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 23, 2015
SUNCOKE ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware | 001- 35782 | 35-2451470 | ||
(State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1011 Warrenville Road, Suite 600 | ||
Lisle, Illinois | 60532 | |
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code: (630) 824-1000
Not Applicable
(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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 in its entirety.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In accordance with the previously announced focus on creating greater liquidity to reduce debt at SunCoke Energy Partners, L.P. (the Partnership ), on December 23, 2015, the general partner of the Partnership, SunCoke Energy Partners GP LLC (the General Partner ), amended the Partnerships First Amended and Restated Agreement of Limited Partnership dated as of January 24, 2013 (the Partnership Agreement ) in order to permit SunCoke Energy, Inc. (the Sponsor ) to (i) grant the Partnership an incentive distribution rights ( IDR ) giveback for each of the five fiscal quarters ending December 31, 2016 and (ii) provide a corporate cost allocation reimbursement holiday on a quarterly basis. The Partnership regularly evaluates its capital allocation strategy and intends to adjust priorities to make the most effective use of distributable cash flow.
The General Partner adopted Amendment No. 1 (the Amendment ) to the Partnership Agreement, effective as of December 23, 2015, to provide, among other things, that:
(1) if any partner incurs and pays any Partnership expense for which the general partner would be entitled to reimbursement, but such partner either elects not to seek reimbursement, or returns any reimbursed funds to the Partnership within five days, then the amount of any such expense will be treated as having been contributed to the Partnership by that partner, any items of deduction or loss attributable to the payment of such expense shall be allocated to such partner, and the Partnership will be treated as having incurred and paid such expense; and
(2) if, within five days of receiving a cash distribution, a partner returns all or a portion of such cash distribution to the Partnership, such partner will be treated as not having received a distribution of the cash that it returned .
The foregoing description of the Amendment in this Item 5.03 is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 8.01 | Other Events. |
On December 23, 2015, the Partnership, the General Partner and the Sponsor entered into a Sponsor Support Agreement (the Support Agreement ), pursuant to which the Sponsor intends to make certain quarterly cash capital contributions to the Partnership for each of the five fiscal quarters ending December 31, 2016. The amounts of such quarterly cash capital contributions will be determined each quarter by the Sponsor, and will be equal to all or a portion of the reimbursable expense payments and/or incentive distribution payments otherwise to be received by the Sponsor. The capital contributions, if any, will be contributed by the Sponsor to the Partnership within five days of receipt of reimbursable expense payments and incentive distribution payments.
The description of the Support Agreement in this Item 8.01 is qualified in its entirety by reference to the full text of the Support Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description |
|
3.1 | Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of SunCoke Energy Partners, L.P., effective as of December 23, 2015 | |
99.1 | Sponsor Support Agreement, effective as of December 23, 2015, by and among SunCoke Energy, Inc., SunCoke Energy Partners GP LLC and SunCoke Energy Partners, L.P. |
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 thereunto duly authorized.
SUNCOKE ENERGY PARTNERS, L.P. | ||
By: |
SunCoke Energy Partners GP LLC, its General Partner |
|
By: | /s/ Fay West | |
Fay West | ||
Senior Vice President and Chief Financial Officer |
Date: December 30, 2015
EXHIBIT INDEX
Exhibit No. |
Description |
|
3.1 | Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of SunCoke Energy Partners, L.P., effective as of December 23, 2015 | |
99.1 | Sponsor Support Agreement, effective as of December 23, 2015, by and among SunCoke Energy, Inc., SunCoke Energy Partners GP LLC and SunCoke Energy Partners, L.P. |
Exhibit 3.1
AMENDMENT NO. 1
TO
FIRST AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
SUNCOKE ENERGY PARTNERS, L.P.
This Amendment No. 1 (this Amendment ) to First Amended and Restated Agreement of Limited Partnership of SunCoke Energy Partners, L.P. (the Partnership ), dated as of January 24, 2013 (the Partnership Agreement ), is hereby adopted effective as of December 23, 2015 by SunCoke Energy Partners GP LLC, a Delaware limited liability company (the General Partner ), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.
WHEREAS , Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that, in the discretion of the General Partner, does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect; and
WHEREAS , acting pursuant to the power and authority granted to it under Section 13.1(d)(i) of the Partnership Agreement, the General Partner has determined that the following amendments to the Partnership Agreement do not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect.
NOW THEREFORE , the General Partner hereby amends the Partnership Agreement as follows:
Section 1 . Section 1.1 is hereby amended to add the following definition in the appropriate alphabetical order:
Sponsor Support Agreement means that Sponsor Support Agreement dated December 15, 2015, among SunCoke Energy, Inc., a Delaware corporation, the General Partner and the Partnership, as such may be amended, supplemented or restated from time to time.
Section 1 . Article V is hereby amended by adding a new Section 5.12:
Section 5.12 Deemed Capital Contributions . To the extent that any Partner (or its successor) incurs and pays any expense allocable to or on behalf of the Partnership Group of a type for which the General Partner would be entitled to reimbursement pursuant to Section 7.5 of this Agreement and such Partner (a) elects not to seek reimbursement from the Partnership for such expense or (b) within five days of receiving reimbursement pursuant to Section 7.5, returns the reimbursed funds to the Partnership, then the amount of any such expense shall be treated as having been contributed to the Partnership by such Partner and immediately thereafter, the Partnership shall be treated as having incurred and paid such expense.
Section 2 . Section 6.1 is hereby amended by adding a new subsection (d)(xiv) to such Section:
(xiv) Allocations Regarding Certain Expenses Incurred on behalf of the Partnership Group.
To the extent that any Partner (or its successor) incurs and pays any expense allocable to or on behalf of the Partnership Group of a type for which the General Partner would be entitled to reimbursement pursuant to Section 7.5 of this Agreement and such Partner (A) elects not to seek reimbursement from the Partnership for such expense or (B) within five days of receiving reimbursement pursuant to Section 7.5, returns the reimbursed funds to the Partnership, then any items of deduction or loss resulting from or attributable to the payment of such expense shall be allocated to the Partner (or its successor) that made such payment and was deemed to have contributed such amount to the Partnership pursuant to Section 5.12.
Section 3 . Article VI is hereby amended by adding a new Section 6.10:
Section 6.10. Special Provisions Relating to Partners Who Return Distributions .
If, within five days of receiving a cash distribution pursuant to Sections 6.4 or 6.5, a Partner returns to the Partnership all or any portion of such cash distribution, including any payment made pursuant to the terms of the Sponsor Support Agreement, such Partner shall (i) be treated for all purposes of this Agreement, including Section 6.1(d)(iii), as having not received a distribution of the cash that it returned to the Partnership and (ii) have no right to again receive a distribution pursuant to Sections 6.4 or 6.5 of the cash that was returned by such Partner to the Partnership.
Section 4 . Except as amended hereby, the Partnership Agreement shall remain in full force and effect.
Section 5 . This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF , this Amendment has been executed as of the date first above written.
SUNCOKE ENERGY PARTNERS GP LLC | ||
By: |
/s/ Fay West |
|
Name: |
Fay West | |
Title: |
Senior Vice President and Chief Financial Officer |
[Signature Page to Amendment No. 1 to First Amended and Restated Agreement of Limited
Partnership of SunCoke Energy Partners, L.P.]
Exhibit 99.1
SPONSOR SUPPORT AGREEMENT
THIS SPONSOR SUPPORT AGREEMENT (this Agreement ) is entered into and effective as of December 23, 2015 (the Effective Date ), by and among SUNCOKE ENERGY PARTNERS, L.P., a Delaware limited partnership (the Partnership ), SUNCOKE ENERGY PARTNERS GP LLC, a Delaware limited liability company and the general partner of the Partnership, and SUNCOKE ENERGY, INC., a Delaware corporation (the Sponsor ). The above-named entities are sometimes referred to in this Agreement individually as a Party , and collectively as the Parties .
RECITALS
WHEREAS , the Parties have entered into that certain Omnibus Agreement, dated as of January 24, 2013, as amended by that certain Amendment No. 1 to Omnibus Agreement, dated as of March 17, 2014, and as further amended by that certain Amendment No. 2 to Omnibus Agreement, dated January 13, 2015 (as so amended, the Omnibus Agreement );
WHEREAS , the Parties have also entered into the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of January 24, 2013, as amended by that certain Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership, dated as of the date hereof (as so amended, the Partnership Agreement );
WHEREAS, pursuant to Section 7.2 of the Omnibus Agreement, the Partnership is required to reimburse the Sponsor Entities (as defined in the Omnibus Agreement) for (i) all direct costs and expenses incurred and payments made by the Sponsor Entities on behalf of the Partnership Entities (as defined in the Omnibus Agreement) and (ii) costs and expenses incurred by the Sponsor Entities that are allocated to the Partnership Entities in accordance with Schedule 7.2 to the Omnibus Agreement (collectively, the Reimbursable Expenses );
WHEREAS , the Sponsor is the holder of all of the Incentive Distribution Rights (as defined in the Partnership Agreement) of the Partnership;
WHEREAS , pursuant to Section 6.4 of the Partnership Agreement, the Sponsor is entitled to receive the Incentive Distributions (as defined in the Partnership Agreement) from the Partnership; and
WHEREAS, the Sponsor intends to make certain quarterly capital contributions to the Partnership as more specifically described herein.
AGREEMENT
NOW THEREFORE , in consideration of the promises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Capital Contributions . Within five days of the Sponsors receipt of the Reimbursable Expenses with respect to each of the five fiscal quarters ending December 31, 2016,
Page 1
the Sponsor, in its sole discretion, will determine the amount of such Reimbursable Expenses, if any, it will contribute to the Partnership (the Quarterly Expense Contribution Amount ) and will contribute cash to the Partnership as a capital contribution in an amount equal to the Quarterly Expense Contribution Amount. No later than the sixteenth day after the end of each of the five fiscal quarters ending December 31, 2016, the Sponsor will provide notice to the Partnership of the amount of Incentive Distributions, if any, with respect to such quarter that the Sponsor has determined, in its sole discretion, to contribute as a capital contribution to the Partnership (the Quarterly IDR Contribution Amount ). Within five days of the Sponsors receipt of the Incentive Distributions with respect to each of the five fiscal quarters ending December 31, 2016, the Sponsor will contribute cash to the Partnership as a capital contribution in an amount equal to the Quarterly IDR Contribution Amount.
Section 2. Tax Allocation . The Parties hereby agree that (i) to the extent the Sponsor, pursuant to the terms of this Agreement, returns to the Partnership any Reimbursable Expenses, any such Reimbursable Expenses shall be treated for U.S. federal income tax purposes as set forth in Sections 5.12 and 6.1(d)(xiv) of the Partnership Agreement with corresponding treatment at any lower-tier Partnership Entity and (ii) to the extent the Sponsor, pursuant to the terms of this Agreement, returns to the Partnership any Incentive Distributions, such distributions and their return shall be treated for U.S. federal income tax purposes and for purposes of the Partnership Agreement as set forth in Section 6.10 of the Partnership Agreement.
Section 3. Amendments; Governing Law; Jurisdiction . This Agreement may be amended, modified or supplemented only pursuant to a written instrument signed by all the Parties. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
Section 4. Further Assurances . Each Party hereby covenants and agrees, without the necessity of any further consideration, to execute and deliver any and all such further documents and take any and all such other actions as may be reasonably necessary to carry out the intent and purposes of this Agreement and to consummate the transactions contemplated herein.
Section 5. No Third Party Beneficiaries or Other Rights . This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns. None of the provisions of this Agreement shall be for the benefit of or enforceable by any person other than the Parties, including any creditor of any Party or any of their affiliates. No Person other than the Parties shall obtain any right under any provision of this Agreement or shall by reason of any such provision make any claim in respect of any liability (or otherwise) against any other Party hereto.
Section 6. Counterparts . This Agreement may be executed in two or more counterparts, and by facsimile, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.
[COUNTERPART SIGNATURE PAGES FOLLOW]
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Page 2
IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the Effective Date.
SUNCOKE ENERGY PARTNERS, L.P. | ||||||
By: |
SunCoke Energy Partners GP LLC, its general partner |
|||||
By: | /s/ Fay West | |||||
Name: | Fay West | |||||
Title: |
Senior Vice President and Chief Financial Officer |
|||||
SUNCOKE ENERGY PARTNERS GP LLC | ||||||
By: | /s/ Fay West | |||||
Name: | Fay West | |||||
Title: |
Senior Vice President and Chief Financial Officer |
|||||
SUNCOKE ENERGY, INC. | ||||||
By: | /s/ Fay West | |||||
Name: | Fay West | |||||
Title: |
Senior Vice President and Chief Financial Officer |
[Signature Page to Sponsor Support Agreement]