SunCoke Energy Partners, L.P. (NYSE:SXCP) Files An 8-K Entry into a Material Definitive Agreement

SunCoke Energy Partners, L.P. (NYSE:SXCP) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01.
EntryintoaMaterialDefinitiveAgreement.

SunCoke Energy Partners, L.P. (the Partnership) has
undertaken a refinancing of its capital structure which achieved
the following objectives and is described in further detail
below:

Issued $630.0million principal amount of 7.50% Senior Notes
due 2025 (the Notes) under a new, refreshed
indenture which provides the flexibility to execute the
Partnerships strategy going forward; and
Amended and upsized its revolving credit agreement to
$285.0million while extending the maturity through 2022 (the
Credit Agreement).

The net proceeds from the Notes offering, together with
borrowings under the amended Credit Agreement and cash on hand,
will be used to repay the Partnerships existing debt outstanding.
Following this refinancing, the Partnership expects to have
approximately $200.0million in pre-payable debt, providing the
flexibility to achieve its delevering targets cost effectively.

Note Purchase Agreement

On May19, 2017, the Partnership and SunCoke Energy Partners
Finance Corp., a Delaware corporation (Finance
Corp. and, collectively with the Partnership, the
Issuers), together with certain other affiliated
parties, entered into a note purchase agreement (the
Note Purchase Agreement) with Merrill
Lynch, Pierce, Fenner Smith Incorporated, as representative of
the several initial purchasers (the Initial
Purchasers) with respect to the issue and sale by the
Issuers of $630.0million principal amount of the Notes.

A copy of the Note Purchase Agreement is filed as Exhibit
10.1
to this report and is incorporated by reference herein.
Payment and delivery of the Notes occurred on May24, 2017.

The Partnership received net proceeds of approximately
$611.2million from the Notes offering. The Partnership intends to
use the net proceeds from the Notes offering, together with
borrowings under the amended Credit Agreement and cash on hand,
to fund the purchase of its 7.375% senior notes due 2020 (the
Senior Notes) in a tender offer (the Tender Offer) and repay
borrowings outstanding under its old credit facility, term loan
and promissory note. The Tender Offer, which expired at 5:00
p.m., New York City time, on May23, 2017, was made to an Offer to
Purchase dated May16, 2017. The Partnership intends to use the
remaining net proceeds from the Notes offering to redeem
outstanding 2020 Senior Notes.

The Notes were offered in the United States to qualified
institutional buyers in reliance on Rule 144A under the
Securities Act, and outside the United States to non-U.S. persons
in reliance on Regulation S under the Securities Act. The Notes
have not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.

The Initial Purchasers and their respective affiliates are full
service financial institutions. Certain of the Initial Purchasers
and their respective affiliates have, from time to time,
performed, and may in the future perform, various financial
advisory, investment banking, commercial banking and other
services for the Partnership and its general partner, for which
they received or will receive customary fees and expenses. In
particular, Merrill Lynch, Pierce, Fenner Smith Incorporated
acted as dealer manager in connection with the Tender Offer and
received customary expense reimbursement in connection therewith.
In addition, affiliates of the Initial Purchasers were agents
and/or lenders under the Partnerships old revolving credit
facility and term loan and the Initial Purchasers or their
affiliates may be holders of the 2020 Senior Notes and,
therefore, may receive a portion of the net proceeds from the
Notes offering.

Indenture

The Notes were issued to an Indenture dated as of May24, 2017
(the Indenture) among the Issuers, the several
guarantors identified therein, and The Bank of New York Mellon
Trust Company, N.A., as trustee. The Notes are the senior
unsecured obligations of the Issuers, and are guaranteed on a
senior unsecured basis by each of the Partnerships existing and
certain future subsidiaries (other than Finance Corp.). The Notes
will mature on June15, 2025, thus extending the maturity on the
Partnerships long-term senior unsecured debt. Interest on the
Notes will accrue at the rate of 7.50% from May24, 2017. Interest
on the Notes is payable semi-annually in cash in arrears on
June15 and December15 of each year, commencing on December15,
2017.

The Issuers may redeem some or all of the Notes at any time on or
after June15, 2020 at specified redemption prices plus accrued
and unpaid interest, if any, to the redemption date. Before
June15, 2020, and following certain equity offerings, the Issuers
also may redeem up to 35% of the Notes at a price equal to
107.50% of the principal amount, plus accrued and unpaid
interest, if any, to the redemption date. In addition, at any
time prior to June15, 2020, the Issuers may redeem some or all of
the Notes at a price equal to 50% of the principal amount, plus
accrued and unpaid interest, if any, to the redemption date, plus
a make-whole premium.

The Issuers are obligated to offer to purchase all or a portion
of the Notes at a price of (a) 101% of their principal amount,
together with accrued and unpaid interest, if any, to the date of
purchase, upon the occurrence of certain change of control events
and (b) 50% of their principal amount, together with accrued and
unpaid interest, if any, to the date of purchase, upon the
occurrence of certain asset dispositions. These restrictions and
prohibitions are subject to certain qualifications and exceptions
set forth in the Indenture, including without limitation,
reinvestment rights with respect to the proceeds of asset
dispositions.

The Indenture contains covenants that, among other things, limit
the Partnerships ability and the ability of certain of the
Partnerships subsidiaries to (i)incur indebtedness, (ii)pay
dividends or make other distributions, (ii)prepay, redeem or
repurchase certain subordinated debt, (iv)make loans and
investments, (v)sell assets, (vi)incur liens, (vii)enter into
transactions with affiliates, (viii)enter into agreements
restricting the ability of subsidiaries to pay dividends and
(ix)consolidate or merge. These covenants are subject to a number
of exceptions and qualifications set forth in the Indenture.

A copy of the Indenture is filed as Exhibit 4.1 to this
report and is incorporated by reference herein.

The foregoing descriptions of the Note Purchase Agreement, the
Indenture and the Notes are qualified in their entirety be
reference to the actual terms of the respective documents.

Credit Agreement

On May24, 2017, the Partnership, Haverhill Coke Company LLC,
Middletown Coke Company, LLC, Gateway Energy Coke Company, LLC,
and certain other subsidiaries of the Partnership, as joint and
several borrowers (the Borrowers), the several lenders
party thereto from time to time and Bank of America, N.A., as
administrative agent, entered into the amended Credit Agreement
to provide additional flexibility by increasing the amount of
total revolving commitments and extending the revolving
termination date by four years from 2018 to 2022.

The Credit Agreement provides for a $285.0million secured credit
facility allowing for the borrowing of revolving loans and,
subject to a $50.0million sublimit, the issuance of letters of
credit. Loans under the Credit Agreement bear interest, at the
Partnerships option, at a rate per annum equal to either the
adjusted Eurodollar Rate (which is the London Interbank Offered
Rate (LIBOR), which cannot be less than zero, adjusted
for eurocurrency reserve requirements) for interest periods of
one, two, three or six months plus a specified margin, or the
Alternate Base Rate, plus a specified margin. The Alternate Base
Rate is a fluctuating rate equal to the highest of (a)the Federal
Funds Effective Rate (which cannot be less than zero) plus 0.50%,
(b) the rate of interest publicly announced from time to time by
Bank of America as its prime rate and (c)LIBOR plus 1.0%. The
specified margin ranges from 0.75% to 1.75% for loans bearing
interest at the Alternate Base Rate and from 1.75% to 2.75% for
loans bearing interest at the adjusted Eurodollar Rate. The
specified margin is calculated based upon the Partnerships
consolidated total leverage ratio from time to time.

Fees payable with respect to outstanding letters of credit range
from 1.75% to 2.75% depending on the Partnerships consolidated
total leverage ratio from time to time and a fronting fee of
0.25% per annum. Unused commitments are subject to a commitment
fee of 0.40% per annum.

The Credit Agreement matures on May24, 2022, at which time all
amounts then outstanding under the Credit Agreement will become
due. Mandatory prepayments also will be required for certain
sales of assets, certain events of loss, or incurrence of
additional indebtedness not permitted under the Credit Agreement.

The Credit Agreement allows the Borrowers, subject to certain
conditions, to obtain up to $200.0million of incremental
revolving loans or term loans subject to obtaining commitments
from existing or additional lenders.

The Credit Agreement contains certain covenants, restrictions and
events of default including, but not limited to, limitations on
the ability of the Borrowers and their subsidiaries to (i)incur
indebtedness, (ii)make distributions, (iii)prepay, redeem or
repurchase certain debt, (iv)make loans and investments, (v)sell
assets, (vi)incur liens, (vii)enter into transactions with
affiliates and (viii)consolidate or merge. The Credit Agreement
also contains financial covenants requiring the Partnership and
its consolidated subsidiaries to maintain:

A maximum consolidated total funded debt to EBITDA ratio not
to exceed (i) 4.5 to 1.0 for any period of four consecutive
fiscal quarters, commencing with the fiscal quarter ending
June30, 2017 and for every fiscal quarter thereafter until
but not including June30, 2020 and (ii) 4.00 to 1.0 for any
period of four consecutive fiscal quarters, commencing with
the fiscal quarter ending June30, 2020 and for every fiscal
quarter thereafter until the maturity of the Credit
Agreement. This ratio will be subject to a 0.50 increase
during the remainder of any fiscal quarter and the three
complete fiscal quarters following certain acquisitions with
a fair market value greater than $75.0million; and
A minimum EBITDA to interest expense ratio not to be less
than 2.5 to 1.0 for any period of four consecutive fiscal
quarters, commencing with the fiscal quarter ending June30,
2017 and for every fiscal quarter thereafter until the
maturity of the Credit Agreement.

If an event of default (as such term is defined in the Credit
Agreement) occurs, the lenders would be entitled to take various
actions, including the acceleration of amounts due under the
Credit Agreement, termination of the lenders commitments
thereunder, foreclosure on collateral, and all other remedial
actions available to a secured creditor.

The obligations under the Credit Agreement are guaranteed by the
Partnerships subsidiaries and secured by liens on substantially
all of the Partnerships and the guarantors real and personal
property assets to (i)an amended and restated guarantee and
collateral agreement among the Partnership, the subsidiaries of
the Partnership party thereto and Bank of America, N.A, as
administrative agent and collateral agent for the secured parties
and (ii)mortgages and deeds of trust covering properties in
Illinois, Louisiana, and Ohio.

The Borrowers will use the proceeds of the Credit Facility to
finance capital expenditures, acquisitions, working capital
needs, the making of distributions, the repayment of other
indebtedness, and for other general corporate purposes.

A copy of the Credit Agreement is filed as Exhibit 10.2 to
this report and is incorporated by reference herein, and the
foregoing description of the Credit Agreement is qualified in its
entirety by reference to the actual terms of the Credit
Agreement.

Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off Balance Sheet Arrangement of a
Registrant
.

The information in Item 1.01 of this report is incorporated in
this Item 2.03 by reference.

Item8.01. OtherEvents.

On May24, 2017, the Partnership announced the expiration and
results of the Tender Offer. A copy of the press release is filed
as Exhibit 99.1 to this report and is incorporated by
reference herein.

On May24, 2017, the Issuers delivered their Notice of Redemption
for all of their outstanding 2020 Notes to The Bank of New York
Mellon Trust Company, N.A., as trustee. The redemption price for
the 2020 Notes will be equal to 103.688% of the principal amount
of the 2020 Notes to be redeemed, plus accrued and unpaid
interest to the redemption date. The redemption of the 2020 Notes
is expected to occur on June23, 2017.

Item9.01. FinancialStatementsandExhibits.
(d) Exhibits.

Exhibit No.

Description

4.1 Indenture, dated May24, 2017, among SunCoke Energy Partners,
L.P., SunCoke Energy Partners Finance Corp., the Guarantors
named therein, and The Bank of New York Mellon, as trustee.
10.1 Note Purchase Agreement, dated May19, 2017.
10.2 Amended and Restated Credit Agreement, dated May24, 2017,
among the SunCoke Energy Partners, L.P., Haverhill Coke
Company LLC, Middletown Coke Company, LLC, Gateway Energy
Coke Company, LLC, and certain other subsidiaries of SunCoke
Energy Partners, L.P., as joint and several borrowers, the
several lenders party thereto from time to time and Bank of
America, N.A., as administrative agent.
99.1 Press release announcing expiration and results of tender
offer (May 24, 2017).


About SunCoke Energy Partners, L.P. (NYSE:SXCP)

SunCoke Energy Partners, L.P. is engaged in the production of coke used in the blast furnace production of steel. As of December 31, 2016, the Company owned a 98% interest in Haverhill Coke Company LLC (Haverhill), Middletown Coke Company, LLC (Middletown), and Gateway Energy and Coke Company, LLC (Granite City). The Company’s segments include Domestic Coke, which consists of the Haverhill, Middletown and Granite City cokemaking and heat recovery operations located in Franklin Furnace, Ohio; Middletown, Ohio, and Granite City, Illinois, respectively, and Coal Logistics, which consists of the Company’s Convent Marine Terminal, Kanawha River Terminals, LLC and SunCoke Lake Terminal, LLC (Lake Terminal) coal handling and/or mixing service operations in Convent, Louisiana; Ceredo and Belle, West Virginia, and East Chicago, Indiana, respectively. It also provides coal handling and/or mixing services at its Coal Logistics terminals to steel, coke, electric utility and coal mining customers.

SunCoke Energy Partners, L.P. (NYSE:SXCP) Recent Trading Information

SunCoke Energy Partners, L.P. (NYSE:SXCP) closed its last trading session down -0.05 at 17.05 with 234,014 shares trading hands.

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