Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 28, 2019, SunCoke Energy, Inc., a Delaware corporation (the “
Company
”), completed the previously announced merger
of SunCoke Energy Partners, L.P., a Delaware limited partnership (“
SXCP
”), and SC Energy Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“
Merger Sub
”), pursuant to
that certain Agreement and Plan of Merger (the “
Merger Agreement
”), dated February 4, 2019, by and among the Company, Merger Sub, SXCP and SunCoke Energy Partners GP LLC, a Delaware limited liability company that is SXCP’s
general partner, whereby Merger Sub merged with and into SXCP, and SXCP continued as the surviving entity (the “
Merger
”).
Under the terms of the Merger Agreement, at the effective time of the Merger, each outstanding common unit, representing limited partner
interests in SXCP, held by a unitholder other than the Company, and/or entities partially or wholly owned and directly or indirectly controlled by the Company, including Merger Sub, Sun Coal & Coke LLC and SXCP (the “
SXCP Public
Units
”), was converted into the right to receive (x) 1.40 shares of validly issued, fully paid and
non-assessable
common stock of the Company, par value $1.00 per share (the “
Parent Common
Stock
”) and (y) a fraction of a share of Parent Common Stock equal to the product of (aa) the number of days beginning with the first day of the most recent full calendar quarter with respect to which an SXCP unitholder distribution
record date has not occurred (or, if there is no such full calendar quarter, then beginning with the first day of the partial calendar quarter in which the Closing (as defined in the Merger Agreement) occurs), and ending on the day immediately prior
to the Closing, multiplied by (bb) a daily distribution rate that is equal to the quotient of the most recent regular quarterly cash distribution paid by SXCP divided by 90, such product divided by $10.91 ((x) and (y) collectively, the
“
Merger Consideration
”). Upon being converted into the right to receive the Merger Consideration, 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 the Company’s Current Report on Form
8-K
filed with the Securities and Exchange Commission on February 5, 2019, and the terms of
which are incorporated herein by reference.