0001193125-16-779890.txt : 20161130 0001193125-16-779890.hdr.sgml : 20161130 20161129195755 ACCESSION NUMBER: 0001193125-16-779890 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20161128 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161130 DATE AS OF CHANGE: 20161129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunCoke Energy, Inc. CENTRAL INDEX KEY: 0001514705 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 900640593 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35243 FILM NUMBER: 162023836 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 8-K 1 d300237d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 28, 2016

 

 

SUNCOKE ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-35243   90-0640593
(State of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

1011 Warrenville Road, Suite 600  
Lisle, Illinois   60532
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (630) 824-1000

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

On November 28, 2016, SunCoke Energy, Inc. (the “Company”) issued a press release announcing the redemption by ArcelorMittal Brasil S.A. of the Company’s indirectly held preferred equity interest in Sol Coquería Tubarão Ltda. for cash consideration of $41 million. The Company received $20.5 million in cash at closing and will receive the remaining $20.5 million in cash, plus accrued interest, on April 1, 2017. The Company will no longer receive its approximately $9.5 million annual dividend on the redeemed equity interest.

The Company will continue to operate the metallurgical cokemaking facility located in Vitória, Brazil on behalf of ArcelorMittal, and will continue to earn existing operating and technology fees of approximately $10 million per year. Additionally, starting in 2016, the Company will receive an incremental $5.1 million in technology fees per year through 2023 related to the addition of certain patents to its existing intellectual property licensing agreement, which are currently in use by ArcelorMittal at the Vitória facility.

The foregoing disclosure is qualified in its entirety by the Company’s press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Safe Harbor Statement

Statements contained in the exhibit to this report that state the Company’s or management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission.


Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

  

Description

99.1    SunCoke Energy, Inc. Press Release, announcing redemption of Brazilian equity interest (November 29, 2016).


SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SUNCOKE ENERGY, INC.
By:   /s/ Fay West
  Fay West
  Senior Vice President and
      Chief Financial Officer

Date: November 29, 2016


EXHIBIT INDEX

 

Exhibit
No.

  

Exhibit

99.1    SunCoke Energy, Inc. Press Release, announcing redemption of Brazilian equity interest (November 29, 2016).
EX-99.1 2 d300237dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

Investors:

Kyle Bland: 630-824-1907

Media:

Steve Carlson: 630-824-1783

SUNCOKE ENERGY, INC. ANNOUNCES BRAZIL COKE FACILITY TRANSACTIONS

Lisle, Ill. (November 29, 2016) – SunCoke Energy, Inc. (NYSE: SXC) has announced that ArcelorMittal Brasil S.A. (“ArcelorMittal”) is redeeming SunCoke’s indirectly held preferred and common equity interest in Sol Coqueria Tubarão S.A. (the “Brazil facility”) for cash consideration of $41 million. SunCoke received $20.5 million in cash at closing and will receive the remaining $20.5 million in cash, plus accrued interest, on April 1, 2017. Under the coke plant shareholders agreement, ArcelorMittal had the right to call the preferred interest at par in 2023 and as such, the parties negotiated an acceleration of that right. With the redemption, SunCoke will no longer receive its approximately $9.5 million annual dividend from ArcelorMittal.

Additionally, starting in 2016, SunCoke will receive an incremental $5.1 million in technology fees per year through 2023 related to the addition of certain patents to its existing intellectual property licensing agreement, which are currently in use by ArcelorMittal at the Brazil facility. The total impact of these transactions is a net reduction of $4.4 million to annual Adjusted EBITDA.

SunCoke will continue to earn existing operating and technology fees of approximately $10 million per year through 2023 and when combined with the new $5.1 million in technology fees, the total expected Adjusted EBITDA contribution from the Brazil facility is expected to be approximately $15 million per year. Even with this change, the Company reaffirmed its 2016 Adjusted EBITDA guidance of $210 million to $235 million.

SunCoke will continue to operate the Brazil facility on behalf of ArcelorMittal. The heat-recovery coke plant produces approximately 1.7 million tons of high-quality coke each year from its 320 ovens.

ABOUT SUNCOKE ENERGY, INC.

SunCoke Energy, Inc. (NYSE: SXC) supplies high-quality coke to the integrated steel industry under long-term, take-or-pay contracts that pass through commodity and certain operating costs to customers. We utilize an innovative heat-recovery cokemaking technology that captures excess heat for steam or electrical power generation. We are the sponsor of SunCoke Energy Partners, L.P. (NYSE: SXCP), a publicly traded master limited partnership, holding a 2 percent general partner interest, 53.9 percent limited partnership interest and all of the incentive distribution rights. Our cokemaking facilities are located in Illinois, Indiana, Ohio, Virginia, Brazil and India. To learn more about SunCoke Energy, Inc., visit our website at www.suncoke.com.

 

 

Page 1 of 2


LOGO

 

FORWARD-LOOKING STATEMENTS

Some of the statements included in this press release constitute “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended). Forward-looking statements include all statements that are not historical facts and may be identified by the use of such words as “believe,” “expect,” “plan,” “project,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “will,” “should” or the negative of these terms or similar expressions. Forward-looking statements are inherently uncertain and involve significant known and unknown risks and uncertainties (many of which are beyond the control of SXC) that could cause actual results to differ materially. Such risks and uncertainties include, but are not limited to domestic and international economic, political, business, operational, competitive, regulatory and/or market factors affecting SXC, as well as uncertainties related to: pending or future litigation, legislation or regulatory actions; liability for remedial actions or assessments under existing or future environmental regulations; gains and losses related to acquisition, disposition or impairment of assets; recapitalizations; access to, and costs of, capital; the effects of changes in accounting rules applicable to SXC; and changes in tax, environmental and other laws and regulations applicable to SXC’s businesses.

Forward-looking statements are not guarantees of future performance, but are based upon the current knowledge, beliefs and expectations of SXC management, and upon assumptions by SXC concerning future conditions, any or all of which ultimately may prove to be inaccurate. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. SXC does not intend, and expressly disclaims any obligation, to update or alter its forward-looking statements (or associated cautionary language), whether as a result of new information, future events or otherwise after the date of this press release except as required by applicable law. In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, SXC has included in its filings with the Securities and Exchange Commission (the “SEC”) cautionary language identifying important factors (but not necessarily all the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by SXC. For information concerning these factors, see SXC’s Securities and Exchange Commission filings such as its annual and quarterly reports and current reports on Form 8-K, copies of which are available free of charge on SXC’s website at www.suncoke.com. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. Unpredictable or unknown factors not discussed in this release also could have material adverse effects on forward-looking statements.

# # #

 

Page 2 of 2

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