UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 21, 2014
SUNCOKE ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35782 | 35-2451470 | ||
(State or other jurisdiction 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
N/A
(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 registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | 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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On April 23, 2014, SunCoke Energy Partners, L.P. (the “Company”) announced that it had entered into a contribution agreement with a subsidiary of its sponsor, SunCoke Energy, Inc. (“SunCoke”), pursuant to which the Company agreed to acquire an additional 33% membership interest in each of Haverhill Coke Company LLC and Middletown Coke Company, LLC from Sun Coke, for a total consideration of $365.0 million, financed through a combination of cash, additional common units issued to SunCoke and incurrence of debt. The Company expects to close its acquisition of the Haverhill and Middletown interests in May 2014, subject to customary closing conditions. The terms of the contribution agreement, and the acquisition of the interests in Haverhill and Middletown, have been approved by the conflicts committee of the Company’s general partner’s board of directors, which committee consists entirely of independent directors, and by the entire board of directors of the general partner. A copy of the contribution agreement is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On April 23, 2014, the Company issued a press release announcing its financial results for the first quarter of 2014. A copy of this press release is attached as Exhibit 99.2 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
As noted above, the Company issued a press release announcing its financial results for the first quarter of 2014 on April 23, 2014. Additional information concerning the Company’s financial results for the first quarter of 2014 will be presented in a slide presentation to investors during a previously announced teleconference on April 24, 2014. A copy of the slide presentation is attached as Exhibit 99.3 and is incorporated herein by reference.
The information in this report, being furnished pursuant to Items 2.02, 7.01 and 9.01 of Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “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 8.01. Other Events.
On April 21, 2014, the Company issued a press release announcing the declaration of its quarterly cash distribution. A copy of this press release is attached hereto as Exhibit 99.4 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Exhibit | |
| 99.1 | Contribution Agreement | |
| 99.2 | Earnings press release dated April 23, 2014. | |
| 99.3 | Slide presentation dated April 24, 2014. | |
| 99.4 | Distribution declaration press release dated April 21, 2014. | |
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Forward-Looking Statements
Statements contained in the exhibits to this report that state the Company’s or its management’s expectations or predictions of the future are forward-looking statements. The Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SUNCOKE ENERGY PARTNERS, L.P. By: SunCoke Energy Partners GPLLC | ||
| By: | /s/ Mark E. Newman | |
| Mark E. Newman | ||
| Senior Vice President and Chief Financial Officer | ||
Date: April 24, 2014
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EXHIBIT INDEX
Exhibit | Exhibit | |
| 99.1 | Contribution Agreement | |
| 99.2 | Earnings press release dated April 23, 2014. | |
| 99.3 | Slide presentation dated April 24, 2014. | |
| 99.4 | Distribution declaration press release dated April 21, 2014. | |
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