SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. )*
Suncoke Energy, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
86722A103
(CUSIP Number)
July 14, 2016
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| |
| Mangrove Partners Master Fund, Ltd. |
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
| (a) [x] |
| (b) [ ] |
| |
3. | SEC USE ONLY |
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| Cayman Islands |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
| |
5. | SOLE VOTING POWER |
| |
| 0 |
| |
6. | SHARED VOTING POWER |
| |
| 7,627,496 |
| |
7. | SOLE DISPOSITIVE POWER |
| |
| 0 |
| |
8. | SHARED DISPOSITIVE POWER |
| |
| 7,627,496 |
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
| 7,627,496 |
| |
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
| 11.9% |
| |
12. | TYPE OF REPORTING PERSON |
| |
| OO |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| |
| The Mangrove Partners Fund, L.P. |
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
| (a) [x] |
| (b) [ ] |
| |
3. | SEC USE ONLY |
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| Delaware |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
| |
5. | SOLE VOTING POWER |
| |
| 0 |
| |
6. | SHARED VOTING POWER |
| |
| 7,627,496 |
| |
7. | SOLE DISPOSITIVE POWER |
| |
| 0 |
| |
8. | SHARED DISPOSITIVE POWER |
| |
| 7,627,496 |
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
| 7,627,496 |
| |
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
| 11.9% |
| |
12. | TYPE OF REPORTING PERSON |
| |
| PN |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| |
| The Mangrove Partners Fund (Cayman), Ltd. |
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
| (a) [x] |
| (b) [ ] |
| |
3. | SEC USE ONLY |
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| Cayman Islands |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
| |
5. | SOLE VOTING POWER |
| |
| 0 |
| |
6. | SHARED VOTING POWER |
| |
| 7,627,496 |
| |
7. | SOLE DISPOSITIVE POWER |
| |
| 0 |
| |
8. | SHARED DISPOSITIVE POWER |
| |
| 7,627,496 |
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
| 7,627,496 |
| |
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
| 11.9% |
| |
12. | TYPE OF REPORTING PERSON |
| |
| OO |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| |
| Mangrove Partners |
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
| (a) [x] |
| (b) [ ] |
| |
3. | SEC USE ONLY |
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| Cayman Islands |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
| |
5. | SOLE VOTING POWER |
| |
| 0 |
| |
6. | SHARED VOTING POWER |
| |
| 7,627,496 |
| |
7. | SOLE DISPOSITIVE POWER |
| |
| 0 |
| |
8. | SHARED DISPOSITIVE POWER |
| |
| 7,627,496 |
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
| 7,627,496 |
| |
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
| 11.9% |
| |
12. | TYPE OF REPORTING PERSON |
| |
| OO |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| |
| Mangrove Capital |
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
| (a) [x] |
| (b) [ ] |
| |
3. | SEC USE ONLY |
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| Cayman Islands |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
| |
5. | SOLE VOTING POWER |
| |
| 0 |
| |
6. | SHARED VOTING POWER |
| |
| 7,627,496 |
| |
7. | SOLE DISPOSITIVE POWER |
| |
| 0 |
| |
8. | SHARED DISPOSITIVE POWER |
| |
| 7,627,496 |
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
| 7,627,496 |
| |
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
| 11.9% |
| |
12. | TYPE OF REPORTING PERSON |
| |
| OO |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| |
| Nathaniel August |
| |
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
| (a) [x] |
| (b) [ ] |
| |
3. | SEC USE ONLY |
| |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
| United States |
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
| |
5. | SOLE VOTING POWER |
| |
| 0 |
| |
6. | SHARED VOTING POWER |
| |
| 7,627,496 |
| |
7. | SOLE DISPOSITIVE POWER |
| |
| 0 |
| |
8. | SHARED DISPOSITIVE POWER |
| |
| 7,627,496 |
| |
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
| 7,627,496 |
| |
10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| |
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| |
| 11.9% |
| |
12. | TYPE OF REPORTING PERSON |
| |
| IN |
Item 1(a). | Name of Issuer: |
Suncoke Energy, Inc. ("Issuer")
Item 1(b). | Address of Issuer's Principal Executive Offices: |
1011 Warrenville Road
Suite 600
Lislie, Illinois 60532
Item 2(a). | Name of Persons Filing: |
This Schedule 13G is being jointly filed by The Mangrove Partners Master Fund, Ltd. (the "Master Fund"), The Mangrove Partners Fund, L.P. (the "US Feeder"), The Mangrove Partners Fund (Cayman), Ltd. (the "Cayman Feeder"), Mangrove Partners, Mangrove Capital and Nathaniel August (collectively, the "Reporting Persons").
The US Feeder and the Cayman Feeder are the two controlling shareholders of the Master Fund. Mangrove Partners serves as the investment manager of each of the Master Fund, the US Feeder and the Cayman Feeder. Mangrove Capital serves as the general partner of the US Feeder. Nathaniel August is the principal of Mangrove Partners and Mangrove Capital.
By virtue of these relationships, each of the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August may be deemed to share voting and dispositive power with respect to the shares of Common Stock (as defined below) owned directly by the Master Fund.
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The principal business office of each of the US Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August is 645 Madison Avenue, 14th Floor, New York, New York 10022.
The principal business address of each of the Cayman Feeder and the Master Fund is c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104.
Each of the Master Fund, the Cayman Feeder, Mangrove Partners and Mangrove Capital is organized as a limited liability exempted company under the laws of the Cayman Islands. The US Feeder is organized as a limited partnership under the laws of the State of Delaware. Nathaniel August is a citizen of the United States.
Item 2(d). | Title of Class of Securities: |
Common Stock, $0.01 par value ("Common Stock").
86722A103
Item 3. | If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | [ ] | Broker or dealer registered under Section 15 of the Exchange Act. |
| | | |
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the Exchange Act. |
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| (c) | [ ] | Insurance company defined in Section 3(a)(19) of the Exchange Act. |
| | | |
| (d) | [ ] | Investment company registered under Section 8 of the Investment Company Act. |
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| (e) | [ ] | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| (f) | [ ] | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| | | |
| (g) | [ ] | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| | | |
| (h) | [ ] | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
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| (i) | [ ] | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| | | |
| (j) | [ ] | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| (a) | Amount beneficially owned: |
As of the date hereof, the Master Fund beneficially owned 7,627,496 shares of Common Stock.
By virtue of their relationships with the Master Fund discussed in further detail in Item 2(a), each of the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August may be deemed beneficially own the 7,627,496 shares of Common Stock owned directly by the Master Fund.
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 64,160,088 shares of Common Stock outstanding as of April 22, 2016, which is the total number of shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2016.
As of the date hereof, the Master Fund beneficially owned approximately 11.9% of the outstanding shares of Common Stock.
By virtue of their relationships with the Master Fund discussed in further detail in Item 2(a), each of the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August may be deemed to beneficially own approximately 11.9% of the outstanding shares of Common Stock.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (ii) | Shared power to vote or to direct the vote |
See Cover Pages Items 5-9.
| (iii) | Sole power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
| (iv) | Shared power to dispose or to direct the disposition of |
See Cover Pages Items 5-9.
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
Item 8. | Identification and Classification of Members of the Group. |
See Exhibit A.
Item 9. | Notice of Dissolution of Group. |
Not applicable.
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
| THE MANGROVE PARTNERS MASTER FUND, LTD. |
| | |
| By: | MANGROVE PARTNERS, as Investment Manager |
| | |
| By: | /s/ Nathaniel August |
| | Name: | Nathaniel August |
| | Title: | Director |
| THE MANGROVE PARTNERS FUND, L.P. |
| | |
| By: | MANGROVE CAPITAL, as General Partner |
| | |
| By: | /s/ Nathaniel August |
| | Name: | Nathaniel August |
| | Title: | Director |
| THE MANGROVE PARTNERS FUND (CAYMAN), LTD. |
| | |
| By: | MANGROVE PARTNERS, as Investment Manager |
| | |
| By: | /s/ Nathaniel August |
| | Name: | Nathaniel August |
| | Title: | Director |
| MANGROVE PARTNERS |
| | |
| By: | /s/ Nathaniel August |
| | Name: | Nathaniel August |
| | Title: | Director |
| MANGROVE CAPITAL |
| | |
| By: | /s/ Nathaniel August |
| | Name: | Nathaniel August |
| | Title: | Director |
| /s/ Nathaniel August |
| NATHANIEL AUGUST |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Suncoke Energy, Inc. dated July 14, 2016, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| THE MANGROVE PARTNERS MASTER FUND, LTD. |
| | |
| By: | MANGROVE PARTNERS, as Investment Manager |
| | |
| By: | /s/ Nathaniel August |
| | Name: | Nathaniel August |
| | Title: | Director |
| THE MANGROVE PARTNERS FUND, L.P. |
| | |
| By: | MANGROVE CAPITAL, as General Partner |
| | |
| By: | /s/ Nathaniel August |
| | Name: | Nathaniel August |
| | Title: | Director |
| THE MANGROVE PARTNERS FUND (CAYMAN), LTD. |
| | |
| By: | MANGROVE PARTNERS, as Investment Manager |
| | |
| By: | /s/ Nathaniel August |
| | Name: | Nathaniel August |
| | Title: | Director |
| MANGROVE PARTNERS |
| | |
| By: | /s/ Nathaniel August |
| | Name: | Nathaniel August |
| | Title: | Director |
| MANGROVE CAPITAL |
| | |
| By: | /s/ Nathaniel August |
| | Name: | Nathaniel August |
| | Title: | Director |
| /s/ Nathaniel August |
| NATHANIEL AUGUST |