Suncoke Energy, Inc. current report, 17 January 2012

Full document

Business Context and Reporting Period

This Form 8-K filing by SunCoke Energy, Inc. (SunCoke) reports a material change in control effective as of the reporting date, January 17, 2012. The filing details the completion of a special stock dividend distribution by Sunoco, Inc. (Sunoco) to its stockholders, resulting in SunCoke becoming an independent, publicly traded company.

Key Financial Metrics

The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on the corporate transaction regarding the change in ownership structure.

Material Changes Versus Prior Period

  • Change in Control: Prior to the distribution, Sunoco owned 80.9% of SunCoke's common stock. Effective January 17, 2012, Sunoco ceased to own any shares and is no longer a controlling stockholder.
  • Distribution Details: Sunoco distributed 56,660,000 shares of SunCoke common stock. Stockholders of record as of January 5, 2012, received 0.53046456 shares of SunCoke for every share of Sunoco held.
  • Fractional Shares: No fractional shares were distributed; cash in lieu of fractional shares was delivered to eligible Sunoco stockholders.

Guidance, Outlook, and Risks

The filing does not contain management guidance, financial outlook, or specific risk factors related to future operations. The primary event reported is the structural separation from Sunoco. The filing incorporates by reference a press release dated January 17, 2012, which announces the completion of the distribution.

Investor Verification Checklist

  • Verify the exact number of SunCoke shares received based on the 0.53046456 ratio against Sunoco holdings as of the January 5, 2012 record date.
  • Confirm the receipt of cash in lieu of fractional shares if applicable.
  • Review the attached Exhibit 99.1 (Press Release) for additional details on the post-distribution capital structure and trading status.
  • Monitor subsequent filings (e.g., 10-K or 10-Q) for the first set of standalone financial results for SunCoke Energy, Inc.