0001193125-19-095405.txt : 20190402 0001193125-19-095405.hdr.sgml : 20190402 20190402122202 ACCESSION NUMBER: 0001193125-19-095405 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190402 DATE AS OF CHANGE: 20190402 GROUP MEMBERS: CHRISTOPHER CLINE GROUP MEMBERS: CLINE RESOURCE & DEVELOPMENT CO GROUP MEMBERS: FRLP 2008 NO.2 LLC GROUP MEMBERS: INSIGHT RESOURCE, LLC 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: 19723518 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: Raven Energy Holdings LLC CENTRAL INDEX KEY: 0001651618 IRS NUMBER: 611744775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3801 PGA BOULEVARD STREET 2: SUITE 903 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 BUSINESS PHONE: (561) 626-4999 MAIL ADDRESS: STREET 1: 3801 PGA BOULEVARD STREET 2: SUITE 903 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 SC 13G/A 1 d726582dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

SUNCOKE ENERGY PARTNERS, L.P.

(Name of Issuer)

Common Units Representing Limited Partner Interests, No Par Value

(Title of Class of Securities)

86722Y101

(CUSIP Number)

February 12, 2019

(Date of Event which Requires Filing of this Statement)

 

 

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

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ 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).

 

 

 

CUSIP NO. 86722Y101  

 

  1    

Name of reporting person:

 

Raven Energy Holdings LLC

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially 

owned by

each

reporting

person

with

    5     

Sole voting power

 

0

   6   

Shared voting power

 

413,000

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

413,000

  9    

Aggregate amount beneficially owned by each reporting person

 

413,000

10  

Check if the aggregate amount in Row (9) excludes certain shares  ☐

 

11  

Percent of class represented by amount in Row (9)(1)

 

0.9%(1)

12  

Type of reporting person

 

OO

 

(1)

Based on 46,227,148 common units outstanding as of February 8, 2019 as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2018.

CUSIP NO. 86722Y101  

 

  1    

Name of reporting person:

 

FRLP 2008 No. 2 LLC

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially 

owned by

each

reporting

person

with

    5     

Sole voting power

 

0

   6   

Shared voting power

 

413,000

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

413,000

  9    

Aggregate amount beneficially owned by each reporting person

 

413,000

10  

Check if the aggregate amount in Row (9) excludes certain shares  ☐

 

11  

Percent of class represented by amount in Row (9)(1)

 

0.9%(1)

12  

Type of reporting person

 

OO

 

(1)

Based on 46,227,148 common units outstanding as of February 8, 2019 as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2018.

CUSIP NO. 86722Y101  

 

  1    

Name of reporting person:

 

Insight Resource, LLC

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

Nevada

Number of

shares

beneficially 

owned by

each

reporting

person

with

    5     

Sole voting power

 

25,430

   6   

Shared voting power

 

413,000

   7   

Sole dispositive power

 

25,430

   8   

Shared dispositive power

 

413,000

  9    

Aggregate amount beneficially owned by each reporting person

 

438,430

10  

Check if the aggregate amount in Row (9) excludes certain shares  ☐

 

11  

Percent of class represented by amount in Row (9)(1)

 

0.9%(1)

12  

Type of reporting person

 

OO

 

(1)

Based on 46,227,148 common units outstanding as of February 8, 2019 as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2018.

CUSIP NO. 86722Y101  

 

  1    

Name of reporting person:

 

Cline Resource and Development Company

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

West Virginia

Number of

shares

beneficially 

owned by

each

reporting

person

with

    5     

Sole voting power

 

0

   6   

Shared voting power

 

438,430

   7   

Sole dispositive power

 

0

   8   

Shared dispositive power

 

438,430

  9    

Aggregate amount beneficially owned by each reporting person

 

438,430

10  

Check if the aggregate amount in Row (9) excludes certain shares  ☐

 

11  

Percent of class represented by amount in Row (9)(1)

 

0.9%(1)

12  

Type of reporting person

 

CO

 

(1)

Based on 46,227,148 common units outstanding as of February 8, 2019 as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2018.

CUSIP NO. 86722Y101  

 

  1    

Name of reporting person:

 

Christopher Cline

  2  

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially 

owned by

each

reporting

person

with

    5     

Sole voting power

 

102,880

   6   

Shared voting power

 

438,430

   7   

Sole dispositive power

 

102,880

   8   

Shared dispositive power

 

438,430

  9    

Aggregate amount beneficially owned by each reporting person

 

541,310(1)

10  

Check if the aggregate amount in Row (9) excludes certain shares  ☐

 

11  

Percent of class represented by amount in Row (9)(1)

 

1.2%(2)

12  

Type of reporting person

 

IN

 

(1)

Includes 128,310 common units owned of record by the reporting person in his individual capacity and 413,000 common units owned of record by Raven Energy Holdings LLC, which common units may be deemed to be beneficially owned by the reporting person.

(2)

Based on 46,227,148 common units outstanding as of February 8, 2019 as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2018.

Item 1(a).

Name of issuer: SunCoke Energy Partners, L.P.

 

Item 1(b).

Address of issuer’s principal executive offices:

1011 Warrenville Road, Suite 600

Lisle, IL 60532

 

Item 2(a).

Names of persons filing:

Raven Energy Holdings LLC

FRLP 2008 No. 2 LLC

Insight Resource, LLC

Cline Resource and Development Company

Christopher Cline

 

Item 2(b).

Address or principal business office or, if none, residence:

Principal business office for each of Raven Energy Holdings LLC, FRLP 2008 No. 2 LLC, Insight Resource, LLC, Cline Resource and Development Company and Christopher Cline is:

3801 PGA Blvd, Suite 903

Palm Beach Gardens, Florida 33410

 

Item 2(c).

Citizenship:

Raven Energy Holdings LLC is a Delaware limited liability company.

FRLP 2008 No. 2 LLC is a Delaware limited liability company.

Insight Resource, LLC is a Nevada limited liability company.

Cline Resource and Development Company is a West Virginia corporation.

Christopher Cline is a United States citizen.

 

Item 2(d).

Title of class of securities: Common units representing limited partner interests, no par value.

 

Item 2(e).

CUSIP number: 86722Y101

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable

 

Item 4.

Ownership:

The common units beneficially owned by each reporting person below is as of April 1, 2019. Christopher Cline controls Cline Resource and Development Company. Cline Resource and Development Company controls Insight Resource, LLC. Insight Resource, LLC controls FRLP 2008 No. 2 LLC. FRLP 2008 No. 2 LLC controls Raven Energy Holdings LLC, which was the record and beneficial owner of 413,000 common units as of April 1, 2019. The percent of class provided for each reporting person below is based on 46,227,148 common units outstanding as of February 8, 2019 as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

  1.

Raven Energy Holdings LLC

 

  a.

Amount beneficially owned: 413,000

 

  b.

Percent of class: 0.9%

 

  c.

Number of units as to which the person has:

 

  i.

Sole power to vote or to direct the vote: 0

 

  ii.

Shared power to vote or to direct the vote: 413,000

 

  iii.

Sole power to dispose or to direct the disposition of: 0

 

  iv.

Shared power to dispose or to direct the disposition of: 413,000

  2.

FRLP 2008 No. 2 LLC

 

  a.

Amount beneficially owned: 413,000

 

  b.

Percent of class: 0.9%

 

  c.

Number of units as to which the person has:

 

  i.

Sole power to vote or to direct the vote: 0

 

  ii.

Shared power to vote or to direct the vote: 413,000

 

  iii.

Sole power to dispose or to direct the disposition of: 0

 

  iv.

Shared power to dispose or to direct the disposition of: 413,000

 

  3.

Insight Resource, LLC

 

  a.

Amount beneficially owned: 438,430

 

  b.

Percent of class: 0.9%

 

  c.

Number of units as to which the person has:

 

  i.

Sole power to vote or to direct the vote: 25,430

 

  ii.

Shared power to vote or to direct the vote: 413,000

 

  iii.

Sole power to dispose or to direct the disposition of: 25,430

 

  iv.

Shared power to dispose or to direct the disposition of: 413,000

 

  4.

Cline Resource and Development Company

 

  a.

Amount beneficially owned: 438,430

 

  b.

Percent of class: 0.9%

 

  c.

Number of units as to which the person has:

 

  i.

Sole power to vote or to direct the vote: 0

 

  ii.

Shared power to vote or to direct the vote: 438,430

 

  iii.

Sole power to dispose or to direct the disposition of: 0

 

  iv.

Shared power to dispose or to direct the disposition of: 438,430

 

  5.

Christopher Cline

 

  a.

Amount beneficially owned: 541,310

 

  b.

Percent of class: 1.2%

 

  c.

Number of units as to which the person has:

 

  i.

Sole power to vote or to direct the vote: 102,880

 

  ii.

Shared power to vote or to direct the vote: 438,430

 

  iii.

Sole power to dispose or to direct the disposition of: 102,880

 

  iv.

Shared power to dispose or to direct the disposition of: 438,430

 

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 person has ceased to be the 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: Not applicable.

 

Item 9.

Notice of dissolution of group: Not applicable.

 

Item 10.

Certifications:

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.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct.

 

Date: April 2, 2019     RAVEN ENERGY HOLDINGS LLC
    By:  

Cline Resource and Development Company,

sole manager of Raven Energy Holdings LLC

    By:  

/s/ John F. Dickinson, II

    Name:   John F. Dickinson, II
    Title:   President
    FRLP 2008 No. 2 LLC
    By:  

Cline Resource and Development Company,

sole manager of FRLP 2008 No. 2 LLC

    By:  

/s/ John F. Dickinson, II

    Name:   John F. Dickinson, II
    Title:   President
    INSIGHT RESOURCE, LLC
    By:  

Cline Resource and Development Company,

sole manager of Insight Resource, LLC

    By:  

/s/ John F. Dickinson, II

    Name:   John F. Dickinson, II
    Title:   President
    CLINE RESOURCE AND DEVELOPMENT COMPANY
    By:  

/s/ John F. Dickinson, II

    Name:   John F. Dickinson, II
    Title:   President
    CHRISTOPHER CLINE
    By:  

/s/ Christopher Cline

    Name:   Christopher Cline

[Signature Page – Schedule 13G]

LIST OF EXHIBITS

 

Exhibit
Number

   

Description

99.1    Joint Filing Agreement
 EX-99.1 2 d726582dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that a single joint Schedule 13G and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in SunCoke Energy Partners, L.P. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G and any amendments thereto.

 

Date: April 2, 2019     RAVEN ENERGY HOLDINGS LLC
    By:  

Cline Resource and Development Company,

sole manager of Raven Energy Holdings LLC

    By:  

/s/ John F. Dickinson, II

    Name:   John F. Dickinson, II
    Title:   President
    FRLP 2008 No. 2 LLC
    By:  

Cline Resource and Development Company,

sole manager of FRLP 2008 No. 2 LLC

    By:  

/s/ John F. Dickinson, II

    Name:   John F. Dickinson, II
    Title:   President
    INSIGHT RESOURCE, LLC
    By:  

Cline Resource and Development Company,

sole manager of Insight Resource, LLC

    By:  

/s/ John F. Dickinson, II

    Name:   John F. Dickinson, II
    Title:   President
    CLINE RESOURCE AND DEVELOPMENT COMPANY
    By:  

/s/ John F. Dickinson, II

    Name:   John F. Dickinson, II
    Title:   President
    CHRISTOPHER CLINE
    By:  

/s/ Christopher Cline

    Name:   Christopher Cline