SunCoke Energy, Inc. (Form: 8-K, Received: 06/27/2019 12:47:53)

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): June 27, 2019

SUNCOKE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35243

90-0640593

(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)

Registrant’s telephone number, including area code: (630) 824-1000

Not Applicable

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	SXC	New York Stock Exchange

Check the appropriate box below if the Form 8-K 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

SunCoke Energy, Inc., a Delaware corporation (the “ Company ”), held a Special Meeting of stockholders on June 27, 2019 (the “ Special Meeting ”). At the Special Meeting, the Company’s stockholders were asked to consider and vote upon a proposal to approve the issuance of the Company’s common stock, par value $0.01 per share (the “ Parent Common Stock ”) in connection with the merger of SC Energy Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of SXC (“ Merger Sub ”) with and into SunCoke Energy Partners, L.P., a Delaware limited partnership (“ SXCP ”), with SXCP continuing as the surviving entity (the “ Merger ”) pursuant to that certain Agreement and Plan of Merger, dated February 4, 2019, by and among the Company, Merger Sub, SXCP and SunCoke Energy Partners GP LLC, a Delaware limited liability company and the general partner of SXCP (the “ Parent Stock Issuance Proposal ”). A total of 65,101,151 shares of Parent Common Stock were entitled to vote as of May 16, 2019, the record date for the Special Meeting. There were 54,068,733 shares present, in person or by proxy, at the Special Meeting (or approximately 83.05% of the outstanding shares).

The following are the final voting results on the proposal considered and voted upon at the Special Meeting, which is more fully described in the definitive joint prospectus/consent statement/proxy statement filed by SXC on May 22, 2019, as supplemented by the Schedule 14A filed by SXC on June 14, 2019:

Parent Stock Issuance

Proposal:


FOR	AGAINST	ABSTAIN	NON-VOTES
53,858,966	98,568	111,199	0

Item 7.01.

Regulation FD Disclosure.

On June 27, 2019, the Company and SXCP issued a joint press release announcing the approval of the Parent Stock Issuance Proposal by the Company’s stockholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this report being furnished pursuant to Items 7.01 and 9.01 of Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that Section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press Release, dated June 27, 2019.

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.


SUNCOKE ENERGY, INC.

By:		/s/ Fay West
		Fay West
		Senior Vice President and Chief Financial Officer

DATED: June 27, 2019

Exhibit 99.1

Investors and Media:

Andy Kellogg & Kory Kutzke

(630) 824-1907

SUNCOKE ENERGY, INC. STOCKHOLDERS APPROVE ACQUISITION

OF SUNCOKE ENERGY PARTNERS, L.P.

Lisle, Ill. (June 27, 2019) — SunCoke Energy, Inc. (NYSE: SXC) (“SunCoke”) and SunCoke Energy Partners, L.P. (NYSE: SXCP) (“SXCP”) today announced that SunCoke’s stockholders approved the issuance of SunCoke common stock in connection with the previously announced merger transaction (the “Merger”), pursuant to which SunCoke will acquire all of SXCP’s outstanding common units that SunCoke does not already own. The Merger is subject to customary closing conditions and is expected to close before the market opens on June 28, 2019. Effective June 28, 2019, SXCP’s common units will cease to be traded publicly on the New York Stock Exchange.

ABOUT SUNCOKE ENERGY, INC. AND SUNCOKE ENERGY PARTNERS, L.P.

SunCoke Energy, Inc. (NYSE: SXC) and its sponsored master limited partnership subsidiary, SunCoke Energy Partners, L.P. (NYSE: SXCP), supply high-quality coke for the blast furnace production of steel under long-term, take-or-pay contracts that pass through commodity and certain operating costs to customers. We utilize an innovative heat-recovery technology that captures excess heat for steam or electrical power generation. Our cokemaking facilities are located in Illinois, Indiana, Ohio, Virginia and Brazil. We have more than 55 years of cokemaking experience serving the integrated steel industry. Through SXCP, we provide export and domestic material handling services to coke, coal, steel, power and other bulk and liquids customers. Our logistics terminals have the collective capacity to mix and transload more than 40 million tons of material each year and are strategically located to reach Gulf Coast, East Coast, Great Lakes and international ports. To learn more about SunCoke Energy, Inc. and SunCoke Energy Partners, L.P., visit our website at www.suncoke.com.

FORWARD-LOOKING STATEMENTS

Some of the statements included in this press release constitute “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended). Forward-looking statements include all statements that are not historical facts and may be identified by the use of such words as “believe,” “expect,” “plan,” “project,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “will,” “should” or the negative of these terms or similar expressions. Forward-looking statements are inherently uncertain and involve significant known and unknown risks and uncertainties (many of which are beyond the control of SXC) that could cause actual results to differ materially. Such risks and uncertainties include, but are not limited to domestic and international economic, political, business, operational, competitive, regulatory and/or market factors affecting SXC, as well as uncertainties related to: pending or future litigation, legislation or regulatory actions; liability for remedial actions or assessments under existing or future environmental regulations; gains and losses related to acquisition, disposition or impairment of assets; recapitalizations; access to, and costs of, capital; the effects of changes in accounting rules applicable to SXC; and changes in tax, environmental and other laws and regulations applicable to SXC’s businesses.

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Forward-looking statements are not guarantees of future performance, but are based upon the current knowledge, beliefs and expectations of SXC management, and upon assumptions by SXC concerning future conditions, any or all of which ultimately may prove to be inaccurate. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. SXC does not intend, and expressly disclaims any obligation, to update or alter its forward-looking statements (or associated cautionary language), whether as a result of new information, future events or otherwise after the date of this press release except as required by applicable law. In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, SXC has included in its filings with the Securities and Exchange Commission (the “SEC”) cautionary language identifying important factors (but not necessarily all the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by SXC. For information concerning these factors, see SXC’s SEC filings such as its annual and quarterly reports and current reports on Form 8-K, copies of which are available free of charge on SXC’s website at www.suncoke.com. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. Unpredictable or unknown factors not discussed in this release also could have material adverse effects on forward-looking statements.

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