Current Report Filing (8-k)
May 24 2019 - 3:32PM
Edgar (US Regulatory)
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): May 24, 2019
SUNCOKE ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35782
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90-0640593
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(State of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1011 Warrenville Road, Suite 600
Lisle, Illinois
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60532
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(Address of principal executive offices)
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(Zip code)
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.01 par value
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SXC
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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
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Submission of Matters to a Vote of Security Holders
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As previously disclosed, on February 4, 2019, SunCoke Energy Partners, L.P. (
SXCP
) and SunCoke Energy Partners GP LLC
(
SXCP General Partner
) entered into an Agreement and Plan of Merger (the
Merger Agreement
) with SunCoke Energy, Inc. and its wholly owned subsidiary SC Energy Acquisition LLC (
Merger Sub
).
Pursuant to the Merger Agreement, Merger Sub will merge with and into SXCP, the separate existence of Merger Sub will cease, and SXCP will continue as a surviving limited partnership (the
Merger
). The closing of the Merger is
conditioned upon, among other things, the approval and adoption of the Merger Agreement and the Merger by the affirmative vote or consent of holders of at least a majority of the outstanding common units of SXCP (the
SXCP Common
Units
).
The board of directors of the SXCP General Partner set May 16, 2019 as the record date (the
Record
Date
) for determining holders of SXCP Common Units entitled to execute and deliver written consents with respect to the approval and adoption of the Merger Agreement and the Merger. On May 24, 2019, Sun Coal & Coke LLC, which
as of the Record Date beneficially owned 28,499,899 SXCP Common Units representing approximately 61.7% of the outstanding SXCP Common Units, delivered a written consent approving and adopting the Merger Agreement and the Merger in all respects (the
SC&C Written Consent
). While, as a result of the delivery of the SC&C Written Consent, no further action by any unitholder of SXCP is required under applicable law, or otherwise, to adopt the Merger Agreement and the
transactions contemplated thereby, including the Merger, the consent process for holders of SXCP Common Units with respect to the Merger Agreement and the Merger will remain open until 9:00 a.m., Central Time, on 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 thereunto duly authorized.
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SUNCOKE ENERGY PARTNERS, L.P.
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By:
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SunCoke Energy Partners GP LLC,
its
General Partner
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By:
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/s/ Fay West
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Fay West
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Senior Vice President and Chief Financial Officer
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Date: May 24, 2019
Suncoke Energy Partners, L.P. Common Units Representing Limited Partner Interests (NYSE:SXCP)
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