SunCoke Energy 8K Other Events | SXC 31 Oct 16

Proposed

SunCoke Energy

Simplification Transaction

October 31, 2016

Filed by SunCoke Energy, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: SunCoke Energy Partners, L.P.

Commission File No.: 1-35782

Exhibit 99.2

Important Notice to Investors

SunCoke Simplification Transaction Conference Call

SunCoke

Energy,

Inc.

SunCoke

Energy

Partners,

L.P.

1011 Warrenville Road, Suite 600

Lisle, IL 60532

Attention: Investor Relations

Phone:

630-824-1907

Phone:

630-824-1987

E-mail: investorrelations@suncoke.com

IF AND WHEN APPLICABLE, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, THE

PROXY STATEMENT/PROSPECTUS, AND THE OTHER DOCUMENTS FILED WITH THE SEC REGARDING THE PROPOSED TRANSACTION WHEN

THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SXC, SXCP, THE PROPOSED MERGER AND

RELATED MATTERS.

PARTICIPANTS IN THE TRANSACTION

If and when SXC and SXCP have entered into a definitive merger agreement, SXC, SXCP, and their respective directors and executive officers,

may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by such an agreement.

Information regarding directors and executive officers of SXCP’s general partner is contained in SXCP’s Form 10-K for the year ended

December

31,

2015,

which

has

been

filed

with

the

SEC.

Information

regarding

SXC’s

directors

and

executive

officers

contained

SXC’s

definitive proxy statement dated March 23, 2016, which is filed with the SEC. A more complete description will be available in the

registration statement and the related proxy statement/prospectus if and when filed.

This slide presentation should be reviewed in conjunction with the press release issued on October 31, 2016 from SunCoke Energy, Inc.

(“SXC”) as well as the conference call held on October 31, 2016 at 9:00 a.m. ET.

This slide presentation does not constitute an offer to sell any securities. Any such offer will be made only by means of a prospectus

pursuant to a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission(the “SEC”), and only if and when

a definitive agreement has been entered into by SXC and SunCoke Energy Partners, L.P. (“SXCP”). The registration statement will include a

proxy statement of SXC, an information statement of SXCP, an SXC prospectus and other materials. If and when available, investors and

security holders may obtain a free copy of the applicable proxy statement, information statement, prospectus and other documents filed

with the SEC containing information about SXC and SXCP, without charge, at the SEC’s website at www.sec.gov. In addition, investors and

security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or

written request by contacting the investor relations department of SXC or SXCP at the following

Forward-Looking Statements

SunCoke Simplification Transaction Conference Call

FORWARD-LOOKING STATEMENTS

Although management believes that its plans, intentions and expectations reflected in or suggested by the forward-looking statements

made in this presentation are reasonable, no assurance can be given that these plans, intentions or expectations will be achieved when

anticipated or at all. Moreover, such statements are subject to a number of assumptions, risks and uncertainties. Many of these risks

are beyond the control of SXC and SXCP, and may cause actual results to differ materially from those implied or expressed by the

forward-looking statements. Each of SXC and SXCP has included in its filings with the Securities and Exchange Commission cautionary

language identifying important factors (but not necessarily all the important factors) that could cause actual results to differ

materially

from those expressed in any forward-looking statement. For more information concerning these factors, see the Securities and

Exchange Commission filings of SXC and SXCP.

All forward-looking statements included in this presentation are expressly qualified in

their entirety by such cautionary statements. Although forward-looking statements are based on current beliefs and expectations,

caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as

of the date hereof. SXC and SXCP do not have any intention or obligation to update publicly any forward-looking statement (or its

associated cautionary language) whether as a result of new information or future events or after the date of this presentation, except

as required by applicable law.

This presentation includes certain non-GAAP financial measures intended to supplement, not substitute for, comparable GAAP

measures. Reconciliations of non-GAAP financial measures to GAAP financial measures are provided in the Appendix at the end of the

presentation. Investors are urged to consider carefully the comparable GAAP measures and the reconciliations to those measures

provided in the Appendix.

Some of the information included in this presentation constitutes “forward-looking statements” as defined in Section 27A of the

Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this

presentation that express opinions, expectations, beliefs, plans, objectives, assumptions or projections with respect to anticipated future

performance of SXC or SunCoke Energy Partners, L.P. (SXCP), in contrast with statements of historical facts, are forward-looking

statements. Such forward-looking statements are based on management’s beliefs and assumptions and on information currently

available. Forward-looking statements include information concerning possible or assumed future results of operations, business

strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, the

effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not

historical facts and may be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,”

“anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “will,” “should” or the negative of these terms or similar expressions.

Transaction Overview

SunCoke Energy, Inc. (SXC) submitted a proposal to

SunCoke Energy Partners, L.P. (SXCP) Conflicts

Committee to acquire all outstanding units of

SXCP owned by public unitholders in a 100% stock-

for-unit transaction (“Simplification Transaction”)

•

SXCP unitholders would receive ~1.65

SXC shares for

each SXCP common unit

–

Implies 5% premium to closing price on 10/28/16 and

8.8% on ex-distribution basis

–

Transaction taxable to SXCP unitholders and provides tax

basis step-up to SXC

(1)

•

If approved, transaction expected to close by mid-2017

•

Expect existing debt capital structure to remain intact

Upon closing, SXC management intends to

recommend initiation of a $0.0625 quarterly

dividend per share (~2.3% yield)

(2)

SunCoke Simplification Transaction Conference Call

Pro-Forma SXC Organization Structure

(1)

Taxes will vary depending on individual unitholder attributes.

(2)

Based on closing price as of October 28, 2016.

(3)

See appendix for reconciliation.

(4)

Indiana Harbor L.P. is owned 14.8% by DTE Energy.

Existing SXC

Shareholders

Existing SXCP

Unitholders

SXC

Operating

Subsidiaries

SXCP

Operating

Subsidiaries

SunCoke

Energy

Partners LP

~100%

(4)

100%

98%

34.9%

(3)

65.1%

(3)

SunCoke Energy, Inc.

(NYSE: SXC)

SunCoke Energy

Partners GP

Significant Benefits

SunCoke Simplification Transaction Conference Call

Generates

Significant Cash

Flow Accretion

•

Significantly cash flow per share accretive transaction to SXC shareholders

Unlocks Substantial

Synergies

Improves Financial

Flexibility

Expands Universe of

Growth

Opportunities

•

Creates ~$16 million in annual cash flow synergies through public company cost

elimination and cash tax efficiencies

•

Results in numerous shareholder-friendly benefits, including simplified governance

structure and improved access to capital

•

Enables SXC to initiate attractive dividend and further de-lever balance sheet

•

Enhances

ability

fund

future

M&A

and

execute

capital

allocation

priorities

•

Improves access to debt capital markets

•

Eliminates MLP qualifying income limitations on growth

•

Addresses non-competitive MLP cost of capital

•

Enables growth in near-in product and customer adjacencies

Immediately Cash Flow Accretive

SunCoke Simplification Transaction Conference Call

>70% increase in Free Cash Flow

(“FCF”)

(1)

per share driven by:

•

Acquisition of public unitholder

distributions and access to

undistributed cash flow at SXCP

•

Synergies

Illustrative Pro-Forma FCF ~$125M

with potential growth from:

•

Indiana Harbor performance

improvement

•

Incremental CMT business

•

Lower ongoing capex post Indiana

Harbor oven rebuilds

$0.97

$0.25

$1.27

$0.73

Status Quo

FCF / Share

Impact of new

share issue

($0.68)

Pro-Forma

FCF / Share

Synergies

(Tax & Cost)

Acquired

Cash Flow,

After Tax

+74%

per

Share)

(2)

(1)

For a reconciliation, please see appendix.

(2)

SXCP public unitholder distributions plus excess distributable cash flow above distributions to unitholders.

(3)

See details and explanation on slide 7.

Consolidation drives significant cash flow accretion

per share

for SXC shareholders

Illustrative Pro-Forma FCF per Share

(1)

(3)

Simplified Structure Unlocks Synergies

SunCoke Simplification Transaction Conference Call

Significant cash flow synergies

•

Cash tax savings from tax basis step-up and

elimination of remedial income

•

Public company cost savings

Several simplification benefits

•

Streamlined governance structure

•

Access to broader pool of capital as C-Corp

•

Improved trading liquidity

•

Simplified financial reporting

Public Company

Cost Savings

Estimated

Tax Basis

Step-up

$5-8

$7-8

Elimination

of Remedial

Income

millions)

(1)

(2)

Cash Flow Synergies

Proposed transaction results in immediate tax and cost synergies

Results in

~$16M of

annual

cash flow

synergies

(1)

Elimination of incremental cash taxes related to tax shield previously provided to

SXCP public unitholders.

(2)

Cash tax benefit related to incremental tax depreciation as a result of the

Simplification Transaction.

Greater Financial Flexibility

SunCoke Simplification Transaction Conference Call

Enhanced financial flexibility

•

Ability to establish sustainable

dividend

•

Enables further (and faster)

de-levering

•

Increases ability to fund

growth

Improved access to capital

markets

•

Removes dependence on MLP

equity markets to fund growth

•

Eliminates cash flow

subordination at SXC and

improves credit profile / debt

capacity

Pro-Forma Capital Allocation Priorities

Free Cash Flow

Establish Dividend

Reduce

Long-Term Debt /

Leverage

M&A

Return

Additional

Capital to

Shareholders

Target

Establish $0.0625

quarterly dividend

Target 3.0x –

3.5x

leverage

Flexibility to

pursue growth and

distribute capital

to shareholders

Growth &

Environmental

CapEx

Coke &

Coal Logistics

Salt

Wood

Pellets

Industrial

Clays

Soda

Ash

Limestone

Customer

Synergies

Product

Synergies

Steel Services

Graphite

Anodes

Carbon Black

Activated

Carbon

DRI / Scrap

Expanded Growth Opportunities

SunCoke Simplification Transaction Conference Call

Core

Businesses

Level Adjacencies

(Industrial Materials)

Level

Adjacencies

(Steel & Carbon)

Removes MLP qualifying income

limitation

Focuses on and enables growth

within

level

adjacencies

•

Focus on sectors in which SunCoke

can add value via core competencies

(i.e., businesses with customer or

product synergies)

•

Likelihood for cost of capital

advantages

level

adjacencies

•

Maintains portfolio cohesiveness

•

Potential cash flow / business mix

diversification enhances credit profile

Simplification Transaction better positions SunCoke for growth

in core and adjacent verticals

M&A Framework –

Moving Toward the Core

Calcined Coke

Transaction Roadmap

SunCoke Simplification Transaction Conference Call

Several steps needed to finalize Simplification Transaction

•

Negotiate transaction and execute merger agreement with SXCP Conflicts Committee

•

File S-4 Registration Statement with SEC

•

Distribute Proxy Statement to SXC shareholders and establish record-date for

shareholder vote

•

SXC shareholder vote to approve transaction including issuance of SXC shares for

exchange with SXCP unitholders

•

SXCP Information Statement to unitholders

–

SXC owns 53.9% of SXCP common units, which is sufficient to approve transaction on SXCP unitholder’s

behalf

•

Receive consent from SXCP credit facility lenders (no other lender approvals required)

•

Close transaction –

subject to customary closing conditions

If approved, potential for transaction to close by mid-2017

Transaction Summary

SunCoke Simplification Transaction Conference Call

Transaction is significantly cash flow per share accretive

to SXC shareholders

Simplified structure results in meaningful cash flow

synergies and provides numerous shareholder-friendly

benefits

Increased financial flexibility results in ability to initiate

dividend, de-lever balance sheet and fund potential

growth

Elimination of MLP qualifying income restrictions

facilitates pursuit of near-in adjacencies

Potential for Significant Shareholder Value Creation

QUESTIONS

Investor Relations

630-824-1907

www.suncoke.com

APPENDIX

Definitions

SunCoke Simplification Transaction Conference Call

•

Adjusted EBITDA

represents earnings before interest, (gain) loss on extinguishment of debt, taxes, depreciation and amortization (“EBITDA”),

adjusted for impairments, coal rationalization costs, changes to our contingent consideration liability related to our acquisition of CMT and the

expiration of certain acquired contractual obligations, and interest, taxes, depreciation and amortization and impairments attributable to our

equity method investment. EBITDA and Adjusted EBITDA do not represent and should not be considered alternatives to net income or operating

income under GAAP and may not be comparable to other similarly titled measures in other businesses. Management believes Adjusted

EBITDA is an important measure of the operating performance and liquidity of the Company's net assets and its ability to incur and service

debt, fund capital expenditures and make distributions. Adjusted EBITDA provides useful information to investors because it highlights trends in

our business that may not otherwise be apparent when relying solely on GAAP measures and because it eliminates items that have less bearing

on our operating performance and liquidity. EBITDA and Adjusted EBITDA are not measures calculated in accordance with GAAP, and they should

not

considered

substitute

for

net

income,

operating

cash

flow

any

other

measure

financial

performance

presented

accordance

with GAAP.

•

EBITDA

represents

earnings

before

interest,

taxes,

depreciation

and

amortization.

•

Adjusted

EBITDA

attributable

SXC/SXCP

represents

Adjusted

EBITDA

less

Adjusted

EBITDA

attributable

noncontrolling

interests.

•

Adjusted

EBITDA/Ton

represents

Adjusted

EBITDA

divided

tons

sold/handled.

•

Coal

Rationalization

expense

(income)

includes

employee

severance,

contract

termination

costs

and

other

costs

idle

mines

incurred

during

the execution of our coal rationalization plan.

•

Legacy

Costs

include

costs

associated

with

former

mining

employee-related

liabilities

net

certain

royalty

revenues.

•

Free Cash Flow

represents Adjusted EBITDA less cash interest, cash taxes, ongoing capital expenditures plus distributions from SXCP (if

applicable) plus or minus adjustments for non-cash items.

Definitions

SunCoke Simplification Transaction Conference Call

•

Distributable Cash Flow

equals Adjusted EBITDA plus sponsor support and Coal Logistics deferred revenue; less net cash paid for interest

expense,

ongoing

capital

expenditures,

accruals

for

replacement

capital

expenditures

and

cash

distributions

noncontrolling

interests;

plus amounts received under the Omnibus Agreement and acquisition expenses deemed to be Expansion Capital under our Partnership

Agreement. Distributable Cash Flow is a non-GAAP supplemental financial measure that management and external users of SXCP's financial

statements, such as industry analysts, investors, lenders and rating agencies use to assess:

•

SXCP's operating performance as compared to other publicly traded partnerships, without regard to historical cost basis;

•

the ability of SXCP's assets to generate sufficient cash flow to make distributions to SXCP's unitholders;

•

SXCP's ability to incur and service debt and fund capital expenditures; and

•

the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

We believe that Distributable Cash Flow provides useful information to investors in assessing SXCP's financial condition and results of operations.

Distributable Cash Flow should not be considered an alternative to net income, operating income, cash flows from operating activities, or any

other measure of financial performance or liquidity presented in accordance with GAAP. Distributable Cash Flow has important limitations as an

analytical tool because it excludes some, but not all, items that affect net income and net cash provided by operating activities and used in

investing activities. Additionally, because Distributable Cash Flow may be defined differently by other companies in the industry, our

definition of Distributable Cash Flow may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

•

Ongoing capital expenditures (“capex”) are capital expenditures made to maintain the existing operating capacity of our assets and/or to extend

their useful lives. Ongoing capex also includes new equipment that improves the efficiency, reliability or effectiveness of existing assets. Ongoing

capex does not include normal repairs and maintenance, which are expensed as incurred, or significant capital expenditures, such as growth or

environmental capital expenditures. For purposes of calculating distributable cash flow, the portion of ongoing capex attributable to SXCP is

used.

•

Replacement capital expenditures (“capex”) represents an annual accrual necessary to fund SXCP’s share of the estimated costs to replace or

rebuild our facilities at the end of their working lives. This accrual is estimated based on the average quarterly anticipated replacement capital

that we expect to incur over the long term to replace our major capital assets at the end of their working lives. The replacement capex accrual

estimate will be subject to review and prospective change by SXCP’s general partner at least annually and whenever an event occurs that causes

a material adjustment of replacement capex, provided such change is approved by our conflicts committee.

SXC 2016E Guidance Reconciliation

(1)

Coal rationalization costs includes employee severance, contract termination costs and other costs to idle mines incurred during the execution of

our coal rationalization plan.

(2)

Beginning in the second quarter of 2016, in response to the SEC’s May 2016 update to its guidance on the appropriate use of non-GAAP financial

measures, Adjusted EBITDA no longer includes Coal Logistics deferred revenue until it is recognized as GAAP Revenue.

(3)

Represents Adjusted EBITDA attributable DTE Energy’s interest in Indiana Harbor, as well as to SXCP public unitholders. Adjusted EBITDA

attributable to SXCP includes a special deduction for the general partner in an amount equal to the corporate cost reimbursement

holiday,

this

case assuming a $28 million deduction in 2016. Actual capital allocation decisions to be made quarterly.

SunCoke Simplification Transaction Conference Call

($ in millions)

2016E

Low

2016E

High

Net cash provided by Operating activities

$150

$170

Depreciation and amortization expense

106

(Gain) / loss on extinguishment of debt

(20)

(27)

Loss on divestiture of business

Changes in working capital and other

Net Income

$44

$74

Depreciation and amortization expense

106

Interest expense, net

(Gain) / loss on extinguishment of debt

(20)

(27)

Income tax expense / (benefit)

Loss on divestiture of business

Coal rationalization costs

(1)

Coal Logistics deferred revenue

(2)

Contingent consideration adjustments

(4)

(8)

Adjusted EBITDA (Consolidated)

$210

$235

Adjusted EBITDA attributable to noncontrolling interests

(3)

(105)

(111)

Adjusted EBITDA attributable to SXC

$105

$124

SXCP 2016E Guidance Reconciliation

SunCoke Simplification Transaction Conference Call

(1)

Adjusted EBITDA attributable to noncontrolling

interest represents SXC’s 2% interest in Haverhill, Middletown and Granite City cokemaking

facilities.

(2)

Represents SXC corporate cost reimbursement holiday/deferral for Q1 and Q2 2016. Actual capital allocation and distribution decisions to be made

quarterly.

(3)

Coal Logistics deferred revenue adjusts for coal and liquid tons the Partnership did not handle, but are included in Distributable

Cash Flow as the

associated take-or-pay fees are billed to the customer. Deferred revenue on take-or-pay contracts is recognized into GAAP income

annually based on the

terms of the contract.

(4)

Cash tax impact from the operations of Gateway Cogeneration Company LLC, which is an entity subject to income taxes for federal and state purposes at

the corporate level.

($ in millions)

2016E

Low

2016E

High

Net Cash Provided by Operating Activities

$149

$163

Depreciation and amortization expense

(Gain) / Loss on debt extinguishment

(20)

(27)

Changes in working capital and other

(7)

(11)

Net Income

$102

$127

Depreciation and amortization expense

Interest expense, net

(Gain) / Loss on debt extinguishment

(20)

(27)

Income tax expense

Contingent consideration adjustments

(4)

(8)

Adjusted EBITDA

$210

$220

EBITDA attributable to noncontrolling interest

(1)

(3)

Adjusted EBITDA attributable to SXCP

$207

$217

Plus:

Corporate cost holiday/deferral

(2)

Coal Logistics deferred revenue

(3)

Less:

Ongoing capex (SXCP share)

(12)

Replacement capex accrual

(8)

Cash interest accrual

(53)

(49)

Cash tax accrual

(4)

(1)

Distributable cash flow

$147

$161

Reconciliation to Illustrative FCF/Share

SunCoke Simplification Transaction Conference Call

(1)

Based on mid-point of 2016E SXC Consolidated Adjusted EBITDA guidance.

(2)

Based on mid-point of 2016E Adjusted EBITDA attributable to SXCP EBITDA guidance.

(3)

Annualized cash interest based on debt outstanding as of September 30, 2016.

(4)

Based on mid-point of 2016E SXC cash tax guidance.

(5)

Based on 2016E guidance. Ongoing capex excludes environmental and growth related capital expenditures.

(6)

Adjustment for non-cash stock compensation expense based on 2016 run-rate through September 30, 2016.

(7)

Assumes full-year cash flow based on current SXCP quarterly distribution rate of $0.5940/LP unit, or ~$2.38 annualized.

(8)

Incremental cash taxes due to higher income which was previously allocable to SXCP public unitholders.

($ in millions, except per share amounts)

Status Quo

($ in millions, except per share amounts)

Pro-Forma

Adjusted EBITDA (Consolidated)

(1)

$223

Adjusted EBITDA (Consolidated) - Status Quo

(1)

$223

Adjusted EBITDA attributable to SXCP

(2)

(212)

Cost synergies

SXC Asset Level EBITDA

$11

Adjusted EBITDA (Consolidated) - Pro-Forma

$225

SXC cash interest, net

(3)

(4)

Consolidated cash interest, net

(3)

(55)

SXC cash taxes

(4)

(7)

Tax synergies

SXC Ongoing capex

(5)

(28)

Consolidated cash taxes, excluding tax synergies

(8)

(26)

Adjustment for non-cash items

(6)

Consolidated Ongoing capex

(5)

(40)

LP distributions from SXCP

(7)

Adjustment for non-cash items

(6)

GP/IDR distributions from SXCP

(7)

Free Cash Flow (FCF)

$125

Free Cash Flow (FCF)

$47

Pro-Forma SXC shares outstanding (millions)

98.6

SXC shares outstanding (millions)

64.2

FCF/Share -- Pro-Forma

$1.27

FCF/Share -- Status Quo

$0.73

Reconciliation of Pro-Forma Ownership

SunCoke Simplification Transaction Conference Call

1.65 SXC shares

per SXCP unit

(millions, except per share amounts)

SXCP Closing Price (At close 10/28/2016)

16.95

Premium Proposed to SXCP Conflicts Committee

5.0%

Implied Proposal Price per Unit

17.80

Units held by SXCP Public Unitholders

20.8

Implied Total Purchase Price

$370

SXC Share Price (At close 10/28/16)

10.76

Implied SXC Shares Issued to SXCP Unitholders

34.4

Exisiting SXC Shares Outstanding

64.2

Implied Total Shares Outstanding

98.6

Pro-forma Ownership by Exisiting SXC Shareholders

65.1%

Pro-forma Ownwership by Exisiting SXCP Unitholders

34.9%

Memo: Implied Premium to ex-Distribution of $0.5940

8.8%

SunCoke Energy (SXC) 8-KOther Events