UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~May~~June 2428, 2019

SUNCOKE ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware		001-35782		9035-~~0640593~~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)

Registrant’s 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~~ 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))

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, $0.01 par value		SXC		New York Stock Exchange

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common units representing limited partner interests

SXCP

New York Stock Exchange

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 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (§17 CFR 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 52.0701. ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

AsOn ~~previously disclosed, on February~~June 428, 2019, SunCoke Energy Partners, L.P., ~~(“SXCP”)~~a ~~and~~Delaware ~~SunCoke~~limited ~~Energy~~partnership ~~Partners GP LLC~~ (“SXCP ~~General Partner~~”) ~~entered~~completed ~~into~~its anpreviously announced ~~Agreement~~merger ~~and~~with ~~Plan~~SC ofEnergy ~~Merger~~Acquisition ~~(the~~LLC (“Merger ~~Agreement~~Sub”), ~~with~~a ~~SunCoke~~Delaware ~~Energy,~~limited ~~Inc.~~liability company and ~~its~~a wholly owned subsidiary SCof SunCoke Energy, ~~Acquisition~~Inc., ~~LLC~~a Delaware corporation (“~~Merger Sub~~SunCoke”)~~. Pursuant~~, pursuant to ~~the~~that certain ~~Merger~~ Agreement, ~~Merger Sub will merge with~~ and ~~into~~Plan ~~SXCP, the separate existence~~ of Merger ~~Sub will cease, and SXCP will continue as a surviving limited partnership~~ (the “Merger Agreement”)., ~~The~~dated ~~closing~~February 4, of2019, ~~the~~by ~~Merger~~and ~~is conditioned~~among ~~upon~~SunCoke, ~~among~~Merger ~~other things~~Sub, ~~the~~SXCP ~~approval~~ and ~~adoption~~SunCoke ofEnergy ~~the~~Partners ~~Merger~~GP ~~Agreement~~LLC, ~~and~~a ~~the~~Delaware ~~Merger~~limited byliability ~~the~~company ~~affirmative~~and ~~vote~~the orgeneral ~~consent~~partner of SXCP ~~holders~~(“SXCP ofGeneral atPartner”), ~~least~~whereby aMerger ~~majority~~Sub ofmerged ~~the~~with ~~outstanding~~and ~~common~~into ~~units~~SXCP, ofand SXCP continued as the surviving entity (the “~~SXCP Common Units~~Merger”).

~~The~~Under ~~board~~the terms of ~~directors~~the ofMerger Agreement, at the ~~SXCP~~effective ~~General~~time ~~Partner~~of ~~set~~the ~~May 16~~Merger, ~~2019~~each asoutstanding ~~the~~common ~~record~~unit ~~date~~representing ~~(the~~limited ~~“Record~~partner ~~Date”)~~interests ~~for~~in ~~determining~~SXCP ~~holders~~(the of “SXCP Common Units”) ~~entitled~~held toby ~~execute~~a ~~and~~unitholder ~~deliver~~other ~~written~~than ~~consents~~SunCoke, ~~with~~and/or ~~respect~~entities tothat ~~the~~are ~~approval~~partially or wholly owned and ~~adoption~~directly ofor ~~the~~indirectly ~~Merger~~controlled ~~Agreement~~by ~~and~~SunCoke, ~~the~~including Merger. ~~On May 24~~Sub, ~~2019,~~ Sun Coal & Coke LLC, ~~which as~~and ofSXCP (the ~~Record~~“SXCP ~~Date~~Public ~~beneficially~~Units”), ~~owned~~was ~~28,499,899~~converted ~~SXCP~~into ~~Common~~the ~~Units~~right ~~representing~~to ~~approximately~~receive 61(x) 1.7%40 shares of ~~the~~validly ~~outstanding~~issued, ~~SXCP~~fully ~~Common~~paid ~~Units,~~and ~~delivered~~non-assessable aSunCoke ~~written~~common ~~consent~~stock, ~~approving~~par ~~and~~value ~~adopting~~$1.00 per share (the ~~Merger~~“Parent ~~Agreement~~Common Stock”) and ~~the~~(y) a ~~Merger~~fraction inof ~~all~~a ~~respects~~share (of Parent Common Stock equal to the ~~“SC&C~~ ~~Written~~product ~~Consent”~~of (aa). ~~While,~~the asnumber aof ~~result~~days ofbeginning with the ~~delivery~~first day of the ~~SC&C~~most ~~Written~~recent ~~Consent,~~full nocalendar ~~further~~quarter ~~action~~with byrespect ~~any~~to which an SXCP unitholder ofdistribution ~~SXCP~~record isdate ~~required~~has ~~under~~not ~~applicable~~occurred ~~law~~(or, orif ~~otherwise~~there is no such full calendar quarter, tothen ~~adopt~~beginning with the first day of the partial calendar quarter in which the Closing (as defined in the Merger Agreement) occurs), and ~~the~~ending ~~transactions~~on ~~contemplated~~the ~~thereby,~~day ~~including~~immediately prior to the ~~Merger~~Closing, ~~the~~multiplied ~~consent~~by ~~process~~(bb) ~~for~~a ~~holders~~daily distribution rate that is equal to the quotient of the most recent regular quarterly cash distribution paid by SXCP ~~Common~~divided ~~Units~~by ~~with~~90, ~~respect~~such toproduct ~~the~~divided ~~Merger~~by ~~Agreement~~$10.91 ((x) and (y) collectively, the “Merger ~~will~~Consideration”). ~~remain~~Upon ~~open~~being ~~until~~converted ~~9:00~~into ~~a.m.,~~the ~~Central~~right ~~Time,~~to onreceive ~~June 27~~the Merger Consideration, ~~2019~~all SXCP Public Units were canceled.

The above description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to SXCP’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 5, 2019, and the terms of which are incorporated herein by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 28, 2019, in connection with the consummation of the Merger, SXCP (i) notified the New York Stock Exchange (the “NYSE”) that each outstanding SXCP Common Unit was canceled and (ii) requested that the NYSE file a notification of removal from listing on Form 25 with the SEC with respect to the SXCP Common Units. The trading of the SXCP Common Units on the NYSE was suspended before the opening of the market on June 28, 2019. SXCP intends to file with the SEC a certification on Form 15 under the Securities Exchange Act of 1934 (the “Exchange Act”), requesting the deregistration of the SXCP Common Units and the suspension of SXCP’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03.

Material Modification to Rights of Security Holders.

Under the terms of the Merger Agreement, upon the effective time of the Merger, each outstanding SXCP Public Unit was cancelled and converted into the right to receive the Merger Consideration.

In connection with the Merger and at the effective time of the Merger, holders of SXCP Public Units immediately prior to such time ceased to have any rights as unitholders in SXCP (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).

The descriptions of the Merger and the Merger Agreement in Item 2.01 and the delisting and deregistration of the SXCP Common Units in Item 3.01 are incorporated herein by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 28, 2019, in connection with the Closing (as defined in the Merger Agreement), Alvin Bledsoe, Martha Z. Carnes, and John W. Somerhalder II, each an independent director of the SXCP General Partner, resigned as of the effective time of the Merger. The members of the SXCP General Partner board of directors immediately after the effective time of the Merger were: Michael G. Rippey (Chairman), Katherine T. Gates, P. Michael Hardesty and Fay West.

Item 7.01.

Regulation FD Disclosure.

On June 28, 2019, SXCP and SunCoke issued a joint press release announcing the consummation of the Merger. A copy of the joint 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 and 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

2.1		Agreement and Plan of Merger dated as of February 4, 2019, by and among SunCoke Energy, Inc., SC Energy Acquisition LLC, SunCoke Energy Partners, L.P., and SunCoke Energy Partners GP LLC (incorporated by reference to Exhibit 2.1 to SunCoke Energy Partners, L.P.’s Current Report on Form 8-K filed on February 5, 2019 (File No. 001-35782)).

10.1		Support Agreement, dated as of February 4, 2019, by and between SunCoke Energy Partners, L.P. and Sun Coal & Coke LLC (incorporated by reference to Exhibit 10.1 to SunCoke Energy Partners, L.P.’s Current Report on Form 8-K filed on February 5, 2019 (File No. 001-35782)).

99.1		Press Release, dated June 28, 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto 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~~DATED: ~~May~~June 2428, 2019

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