Current Report Filing (8-k)
June 27 2019 - 12:47PM
Edgar (US Regulatory)
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): June 27, 2019
SUNCOKE ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35243
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90-0640593
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(State of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1011 Warrenville Road, Suite 600
Lisle, Illinois
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60532
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(Address of principal executive offices)
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(Zip code)
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Registrants telephone number, including area code: (630)
824-1000
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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SXC
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New York Stock Exchange
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Check the appropriate box below if the Form
8-K
is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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SunCoke Energy, Inc., a Delaware corporation (the
Company
), held a Special Meeting of stockholders on June 27, 2019
(the
Special Meeting
). At the Special Meeting, the Companys stockholders were asked to consider and vote upon a proposal to approve the issuance of the Companys common stock, par value $0.01 per share (the
Parent Common Stock
) in connection with the merger of SC Energy Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of SXC (
Merger Sub
) with and into SunCoke Energy Partners, L.P.,
a Delaware limited partnership (
SXCP
), with SXCP continuing as the surviving entity (the
Merger
) pursuant to that certain Agreement and Plan of Merger, dated February 4, 2019, by and among the Company,
Merger Sub, SXCP and SunCoke Energy Partners GP LLC, a Delaware limited liability company and the general partner of SXCP (the
Parent Stock Issuance Proposal
). A total of 65,101,151 shares of Parent Common Stock were entitled to
vote as of May 16, 2019, the record date for the Special Meeting. There were 54,068,733 shares present, in person or by proxy, at the Special Meeting (or approximately 83.05% of the outstanding shares).
The following are the final voting results on the proposal considered and voted upon at the Special Meeting, which is more fully described in
the definitive joint prospectus/consent statement/proxy statement filed by SXC on May 22, 2019, as supplemented by the Schedule 14A filed by SXC on June 14, 2019:
Parent Stock Issuance
Proposal:
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FOR
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AGAINST
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ABSTAIN
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NON-VOTES
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53,858,966
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98,568
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111,199
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0
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Item 7.01.
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Regulation FD Disclosure.
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On June 27, 2019, the Company and SXCP issued a joint press release announcing the approval of the Parent Stock Issuance Proposal by the
Companys stockholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
The information in this report being furnished pursuant to Items 7.01 and 9.01 of Form
8-K,
shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act
), or otherwise subject to the liabilities of that Section, and is not incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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SUNCOKE ENERGY, INC.
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By:
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/s/ Fay West
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Fay West
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Senior Vice President and Chief Financial Officer
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DATED: June 27, 2019
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