Business Context and Reporting Period
Company: SunCoke Energy, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 28, 2016 (Event Date)
Reporting Period: Specific event date; not a periodic financial report.
Key Financial Metrics
This filing is a Current Report regarding a corporate transaction proposal and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data for the reporting period.
Material Changes and Transaction Proposal
On October 28, 2016, SunCoke Energy, Inc. (the "Company") delivered a proposal to the Board of Directors of SunCoke Energy Partners GP LLC (the "GP Board") to acquire all outstanding common units of SunCoke Energy Partners, L.P. (the "Partnership") not already owned by the Company and its affiliates.
- Transaction Structure: Merger of the Partnership with a wholly-owned subsidiary of the Company.
- Exchange Ratio: 1.65 shares of the Company's common stock for each issued and outstanding publicly-held common unit of the Partnership.
- Current Ownership: Through affiliates, the Company owns approximately 53.9% of the Partnership's outstanding common units.
- Voting Intent: The Company intends to vote its 53.9% stake in favor of the transaction.
Guidance, Outlook, Risks, and Contingencies
Approval Requirements:
- Negotiation and execution of a definitive agreement.
- Approval by the Company's Board of Directors.
- Approval by the GP Conflicts Committee.
- Approval by a majority of votes cast by the Company's common stockholders.
- Approval by a majority of the Partnership's outstanding common units (including affiliate units).
- Receipt of customary regulatory approvals.
Risks and Uncertainties:
- There is no assurance that a definitive agreement will be executed or that the transaction will be consummated.
- The Company does not intend to provide further comment until a definitive agreement is reached or disclosure is required by law.
- Forward-looking statements are subject to risks that the transaction may not occur on initial terms or at all.
Investor Notice: This filing does not constitute an offer to sell securities. An offer will only be made via a prospectus pursuant to a Form S-4 registration statement if a definitive agreement is entered into.
Key Facts for Investor Verification
- Verify the final exchange ratio (currently proposed at 1.65 shares of SXC per SXCP unit) in the definitive merger agreement.
- Monitor the status of the GP Conflicts Committee's evaluation and the execution of a definitive agreement.
- Review the upcoming proxy statement/prospectus (Form S-4) for detailed financial terms and risk factors once filed.
- Confirm the outcome of the required shareholder and unitholder votes.
- Check for any regulatory approvals required for the merger to close.