SunCoke Energy Partners, L.P. (NYSE:SXCP) today announced that it is in receipt of a proposal from SunCoke Energy, Inc. (NYSE:SXC) to acquire all of SXCP’s common units not already owned by SXC. Under the terms of the proposal, SXCP common unitholders would receive approximately 1.65 new shares of SXC common stock for each SXCP common unit on the New York Stock Exchange, representing an implied purchase price of $17.80 per SXCP common unit, or a 5% premium, based on the closing price as of October 28, 2016, which was the last day of trading for each of SXC and SXCP prior to this announcement.
The proposal has been made to the Board of Directors of SXCP’s general partner, which is an indirect wholly-owned subsidiary of SXC. The Board of Directors of SXCP’s general partner will delegate the authority to review and evaluate the proposal to its Conflicts Committee. The Conflicts Committee, which is composed of only the independent directors of Board of Directors of SXCP’s general partner, will consider the proposal pursuant to applicable procedures established in SXCP’s partnership agreement and will engage legal and financial advisors in connection with its consideration of the proposal. The proposed transaction is subject to the negotiation and execution of a mutually acceptable agreement and plan of merger, which would provide the definitive terms of the transaction. The closing of the proposed transaction also is conditioned upon customary regulatory approvals. If an agreement is reached and definitive terms ultimately are approved by each of the Boards of Directors of SXC and SXCP, the transaction also will require approval by a majority of votes cast by SXC shareholders at a meeting, and approval by a majority of SXCP’s outstanding common units, including the common units held by affiliates of SXC. Through its affilates, SXC owns approximately 53.9% of SXCP’s outstanding common units which SXC is expected to vote in favor of the proposed transaction. Assuming the completion of the proposed transaction, SXCP will become a wholly-owned subsidiary of SXC, and SXCP’s common units will cease to be publicly traded. SXCP’s 7.375% Senior Notes due 2020 will remain outstanding.
CONFERENCE CALL AND WEBCAST INFORMATION
SXC and SXCP will jointly host a live conference call and webcast to discuss the proposed transaction at 9:00 a.m. Eastern Time (8:00 a.m. Central Time) today, October 31, 2016. A presentation outlining the transaction will be posted on the home page of the “Investors” section of SXC’s website, at www.suncoke.com, prior to the call. Investors may participate in this call by dialing 1-877-201-0168 in the U.S. or 1-647-788-4901 if outside the U.S., confirmation code 10953956. The conference call will be archived for replay on a webcast link located in the “Investors” section of www.suncoke.com.
ABOUT SUNCOKE ENERGY PARTNERS, L.P.
SunCoke Energy Partners, L.P. (NYSE:SXCP) is a publicly traded master limited partnership that manufactures high-quality coke used in the blast furnace production of steel and provides export and domestic coal handling services to the coke, coal, steel and power industries. In our cokemaking business, we utilize an innovative heat-recovery technology that captures excess heat for steam or electrical power generation and have long-term, take-or-pay coke contracts that pass through commodity and certain operating costs. Our coal handling terminals have the collective capacity to blend and transload more than 45 million tons of coal each year and are strategically located to reach Gulf Coast, East Coast, Great Lakes and international ports. SXCP’s General Partner is a wholly owned subsidiary of SunCoke Energy, Inc. (NYSE:SXC), which has more than 50 years of cokemaking experience serving the integrated steel industry. To learn more about SunCoke Energy Partners, L.P., visit our website at www.suncoke.com.