0001422107-15-000020.txt : 20150213 0001422107-15-000020.hdr.sgml : 20150213 20150213155608 ACCESSION NUMBER: 0001422107-15-000020 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SunCoke Energy Partners, L.P. CENTRAL INDEX KEY: 0001555538 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 322451470 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87167 FILM NUMBER: 15613986 BUSINESS ADDRESS: STREET 1: 1011 WARRENVILLE ROAD STREET 2: SUITE 600 CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 630-824-1000 MAIL ADDRESS: STREET 1: 1011 WARRENVILLE ROAD STREET 2: SUITE 600 CITY: LISLE STATE: IL ZIP: 60532 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lonestar Capital Management LLC CENTRAL INDEX KEY: 0001317410 IRS NUMBER: 760699482 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2420 SAND HILL ROAD STREET 2: SUITE 202 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-7500 MAIL ADDRESS: STREET 1: 2420 SAND HILL ROAD STREET 2: SUITE 202 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 suncoke13gamendment2.htm 13G/A2 suncoke13gamendment2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G

Under the Securities Exchange act of 1934
(Amendment No. 2)*

SunCoke Energy Partners, L.P.

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

86722Y101

(CUSIP Number)

December 31, 2014

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o           Rule 13d-1(b)
x           Rule 13d-1(c)
o           Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).





(Continued on following pages)
Page 1 of 10 Pages
 
 
 
 
 
13G
  CUSIP No. 86722Y101
  

1
  NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
  Lonestar Partners, L.P.
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**       The reporting persons making this filing hold an aggregate of 0 Units, which is 0.0% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
 
UNITS
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  0
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  0
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  0
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN UNITS (See Instructions)                                                                                                                       [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.0%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  PN

 

 
 
 
 
Page 2 of 10 Pages
 
 
 
 
13G
  CUSIP No. 86722Y101
  

1
  NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
  Cottonwood Capital GP LLC
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 0 Units, which is 0.0% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
 
UNITS
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  0
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  0
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
 
  0
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN UNITS (See Instructions)                                                                                                                       [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.0%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  OO

 
 
 

 
 
 
Page 3 of 10 Pages
 
 
 
 
13G
  CUSIP No. 86722Y101
  

1
  NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
  Lonestar Capital Management LLC
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 0 Units, which is 0.0% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  Delaware
NUMBER OF
 
UNITS
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  0
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  0
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  0
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN UNITS (See Instructions)                                                                                                                       [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.0%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IA, OO

 
 

 
 
 
Page 4 of 10 Pages
 
 
 
 
13G
  CUSIP No. 86722Y101
  

1
  NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
  Jerome L. Simon
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 0 Units, which is 0.0% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
 
UNITS
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  0
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  0
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  0
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN UNITS (See Instructions)                                                                                                                       [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.0%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN

 

 
 
 
 
Page 5 of 10 Pages
 
 
 
 
13G
  CUSIP No. 86722Y101
  

1
  NAMES OF REPORTING PERSONS
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
  Yedi Wong
2
  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                                                                                                      (a) [     ]
                                                                                                                                                      (b) [ X ]**
**    The reporting persons making this filing hold an aggregate of 0 Units, which is 0.0% of the class of securities.  The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
3
  SEC USE ONLY
 
4
  CITIZENSHIP OR PLACE OF ORGANIZATION
 
  United States
NUMBER OF
 
UNITS
BENEFICIALLY
OWNED BY
 
EACH
 
REPORTING 
 PERSON WITH
5
  SOLE VOTING POWER
 
  -0-
6
  SHARED VOTING POWER
 
  0
7
  SOLE DISPOSITIVE POWER
 
  -0-
8
  SHARED DISPOSITIVE POWER
 
  0
9
  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
  0
10
  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  CERTAIN UNITS (See Instructions)                                                                                                                       [     ]
 
11
  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
  0.0%
12
  TYPE OF REPORTING PERSON (See Instructions)
 
  IN
 
 
 

 
 
 
 
Page 6 of 10 Pages
 
 
 
 
    This Amendment No. 2 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on January 29, 2013 (together with all prior and current amendments thereto, this “Schedule 13G”).

Item 1.  Issuer
 
    (a)           Name of Issuer:
 
SunCoke Energy Partners, L.P. (the “Company”)
 
    (b)           Address of Issuer’s Principal Executive Offices:
 
1011 Warrenville Road, Suite 600
Lisle, IL 60532

Item 2.  Identity And Background
 
Title of Class of Securities and CUSIP Number (Items 2(d) and (e))
 
    This statement relates to Common Units representing limited partner interests (the “Units”) of the Company. The CUSIP number of the Units is 86722Y101.
 
Name of Persons Filing, Address of Principal Business Office and Citizenship (Items 2(a), (b) and (c))
 
    This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

 
(i)
Lonestar Partners, L.P., a Delaware limited partnership (“Lonestar”), with respect to the Units held by it;

 
(ii)
Cottonwood Capital GP LLC, a Delaware limited liability company (“Cottonwood”), the general partner of Lonestar, with respect to the Units held by Lonestar:

 
(iii)
Lonestar Capital Management LLC, a Delaware limited liability company (“LCM”), the investment adviser to Lonestar, with respect to the Units held by Lonestar;

 
(iv)
Jerome L. Simon (“Simon”), a United States citizen, a member of Cottonwood and the managing member of LCM, with respect to the Units held by Lonestar; and

 
(v)
Yedi Wong (“Wong”), a United States citizen, a member of Cottonwood and the chief financial officer of LCM, with respect to the Units held by Lonestar.
 
Page 7 of 10 Pages
 
 
 
 
    The citizenship of each of the Reporting Persons is set forth above.  The address of the principal business office of the Reporting Persons is 2420 Sand Hill Road, Suite 202, Menlo Park, California, 94025.

Item 3. If This Statement is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is an Entity Specified in (a) - (k):
 
    Not Applicable.

Item 4.  Ownership
 
    The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
 
    The Units reported hereby for Lonestar are owned directly by Lonestar.  Cottonwood, as the general partner of Lonestar, may be deemed to be a beneficial owner of all such Units owned by Lonestar.  LCM, as the investment adviser to Lonestar, may be deemed to be a beneficial owner of all such Units owned by Lonestar.  Each of Simon and Wong, as a member of Cottonwood and the managing member and chief financial officer, respectively, of LCM, may be deemed to be a beneficial owner of all such Units owned by Lonestar.  Each of Cottonwood, LCM, Simon and Wong hereby disclaims any beneficial ownership of any such Units.

Item 5.  Ownership of Five Percent or Less of a Class
 
    If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the deemed beneficial owner of more than five percent of the class of securities, check the following [ X ].

Item 6.  Ownership of More than Five Percent on Behalf of Another Person
 
    Not Applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person
 
Not Applicable.

Item 8.  Identification and Classification of Members of the Group
 
    The Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c).  Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

Item 9.  Notice of Dissolution of Group
 
    Not Applicable.
 
Page 8 of 10 Pages
 
 
 
 
Item 10.  Certification
 
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 9 of 10 Pages
 
 
 
 
SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  February 13, 2015

LONESTAR PARTNERS, L.P.

By:           Cottonwood Capital GP LLC,
its General Partner


By: /s/ Yedi Wong             
Name:  Yedi Wong
Title:    Member


COTTONWOOD CAPITAL GP LLC


By: /s/ Yedi Wong                                                                           
Name:  Yedi Wong
Title:    Member


LONESTAR CAPITAL MANAGEMENT LLC


By: /s/ Yedi Wong                                                     
Name:  Yedi Wong
Title:    Chief Financial Officer



/s/ Yedi Wong            
Yedi Wong, individually and as attorney-in-fact for Jerome L. Simon


The Power of Attorney executed by Jerome L. Simon authorizing Yedi Wong to sign and file this Schedule 13G on his behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on June 2, 2009 by such Reporting Persons with respect to the Common Stock of Imperial Sugar Company, is hereby incorporated by reference.
 
Page 10 of 10 Pages