Cautionary Statement Regarding Forward-Looking Statements
Certain matters discussed in this Schedule 14A include forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. SunCoke makes these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation
Reform Act of 1995.
All statements, other than statements of historical fact, included or incorporated by reference in this Schedule 14A
regarding the benefits of the Merger, including the combined companys future financial and operating results, plans, objectives, expectations and intentions and other statements that are not historical facts, may constitute forward-looking
statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as may, will, expect, intend, estimate, foresee,
project, anticipate, believe, plans, forecasts, continue or could or the negative of these terms or variations of them or similar terms. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks, and uncertainties, as
well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, those discussed in Item 1A of each
of SunCokes Annual Report on Form
10-K
for the year ended December 31, 2018, filed on February 15, 2019, and SXCPs Annual Report on Form
10-K
for
the year ended December 31, 2018, filed on February 15, 2019, entitled Risk Factors, risk factors discussed in other reports that each of SunCoke and SXCP file with the SEC and the following risks arising in connection with or
impacted as a result of the Merger:
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The Closing, expected timing, and benefits of the Merger;
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SunCokes ability, following the Merger, to generate sufficient cash flow from operations to enable it to
pay its obligations and its current and expected dividends or to fund its liquidity needs;
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The levels and maintenance of future dividends payable by SunCoke to SunCoke Stockholders;
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Expected levels of future cash distributions by SXCP with respect to general partner interests, incentive
distribution rights in SXCP and limited partner interests;
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The effect of SunCokes debt level on its future financial and operating flexibility, including its ability
to obtain additional capital on terms that are favorable to it;
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SunCokes ability to access the debt and equity markets, which will depend on general markets conditions and
the credit ratings for SunCokes debt obligations and equity; and
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Amounts and nature of future capital requirements.
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New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time,
and it is not possible for SunCoke or SXCP to predict all such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement.
Readers are cautioned not to place undue reliance on any forward-looking statements contained in this Schedule 14A, which forward-looking
statements reflect SunCokes and SXCPs managements opinions only as of the date hereof. Except as required by law, SunCoke and SXCP undertake no obligation to revise or publicly release the results of any revision to any
forward-looking statements.
Because forward-looking statements involve risks and uncertainties, SunCoke and SXCP caution that there are
important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include the risks set forth under the caption Risk Factors in
the proxy statement, the qualifications in the section entitled The MergerUnaudited Financial Projections of SunCoke and SXCP, and the risks set forth in in SunCokes Annual Report on Form
10-K
for the year ended December 31, 2018, filed on February 15, 2019, SXCPs Annual Report on Form
10-K
for the year ended December 31, 2018, filed
on February 15, 2019 and any subsequent Quarterly Reports on Form
10-Q
filed by each of SunCoke and SXCP, each of which will be incorporated by reference in this Schedule 14A.