LISLE, Ill.--(BUSINESS WIRE)--
SunCoke Energy Partners, L.P. (NYSE: SXCP) today reported the results of
its previously announced cash tender offer (the "Offer") to purchase up
to $160 million in aggregate principal amount (the “Maximum Tender
Amount”) of SunCoke Energy, Inc.’s (NYSE: SXC) outstanding $400 million
of 7.625% Senior Notes due 2019 (the "SXC Notes"). SXCP commenced the
Offer on April 25, 2014 in conjunction with its previously announced
contribution agreement with SXC to acquire an additional 33% equity
interest in SXCP’s Haverhill and Middletown cokemaking facilities (the
According to information provided to SXCP by the depositary for the
Offer, approximately $250.1 million in aggregate principal amount of the
SXC Notes had been tendered as of 5:00 p.m., Eastern time, on May 8,
2014 (the "Early Tender Date"). Because the total principal amount of
all SXC Notes tendered as of the Early Tender Date is more than the
Maximum Tender Amount, SXCP expects to accept, on a prorated basis, an
amount of such SXC Notes equal to the Maximum Tender Amount.
Holders of accepted SXC Notes will receive on the early settlement date
the Total Consideration of $1,071.25 for each $1,000 principal amount of
SXC Notes accepted for purchase, which includes an early tender premium
of $30.00, plus accrued and unpaid interest from the most recent
interest payment date for the SXC Notes up to, but not including, the
early settlement date.
The early settlement date is expected to be May 9, 2014, provided that
the following conditions to the Offer have been satisfied or waived: (1)
closing the Contribution on terms satisfactory to SXCP; (2) completion
of the capital markets debt financing announced on April 28, 2014, with
net proceeds to SXCP sufficient to pay the Total Consideration for all
tendered SXC Notes plus all related fees and expenses; and (3) certain
other customary conditions.
The withdrawal period for tender of SXC Notes has expired, and SXC Notes
tendered in the Offer may no longer be withdrawn.
The Offer is scheduled to expire at 11:59 p.m., Eastern time, on May 22,
2014. However, because the aggregate principal amount of SXC Notes
validly tendered as of the Early Tender Date exceeds the Maximum Tender
Amount, and SXCP has elected not to increase the Maximum Tender Amount,
any SXC Notes tendered after the Early Tender Date will not be eligible
for purchase in the Offer.
The complete terms and conditions of the Offer are described in the
Offer to Purchase dated April 25, 2014, copies of which may be obtained
from Global Bondholder Services Corporation, the depositary and
information agent for the Offer, by calling, in the case of banks and
brokers, (212) 430-3774 and, for all others, (866) 470-4300 (US
SXCP has also retained Citigroup Global Markets Inc. and Barclays
Capital Inc. as dealer managers for the Offer. Questions regarding the
terms of the Offer may be directed to Citigroup at (212) 723-6106
(collect) and (800) 558-3745 (US toll-free) or to Barclays at (212)
528-7581 (collect) and (800) 438-3242 (US toll-free).
None of SXCP, the dealer managers, the depositary, the information
agent, the trustee for the SXC Notes or their respective affiliates is
making any recommendation as to whether or not holders should tender all
or any portion of their SXC Notes in the Offer.
This announcement is not an offer to purchase or a solicitation of an
offer to sell any securities. The Offer is being made solely by the
Offer to Purchase dated April 25, 2014. The Offer is not being made to
holders of SXC Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities, blue
sky or other laws of such jurisdiction.
ABOUT SUNCOKE ENERGY PARTNERS, L.P.
SunCoke Energy Partners, L.P. (NYSE: SXCP) is a publicly-traded master
limited partnership that manufactures coke used in the blast furnace
production of steel and provides coal handling services to the coke,
steel and power industries. Our advanced, heat recovery cokemaking
process produces consistently high-quality coke, captures waste heat to
generate steam or electricity, and reduces environmental impacts. Our
coal handling terminals have the collective capacity to blend and
transload more than 30 million tons of coal annually and are
strategically located to enable material delivery to U.S. ports in the
Gulf Coast, East Coast and Great Lakes. Our General Partner is a wholly
owned subsidiary of SunCoke Energy, Inc. (NYSE: SXC), the largest
independent producer of coke in the Americas, with 50 years of
cokemaking experience and an international reputation for leadership,
innovation and environmental stewardship in our industry.
FORWARD LOOKING STATEMENTS
Some of the statements included in this press release constitute
“forward looking statements.” 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 the Partnership) 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 the Partnership,
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 the Partnership; and changes
in tax, environmental and other laws and regulations applicable to the
Forward-looking statements are not guarantees of future performance, but
are based upon the current knowledge, beliefs and expectations of
Company management, and upon assumptions by the Partnership 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. The Partnership 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.
The Partnership has included in its filings with the Securities and
Exchange Commission 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 the Partnership. For information concerning these
factors, see the Partnership’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 the
Partnership’s website at www.sxcpartners.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.
Investors & Media:
Energy Partners, L.P.
Lisa Ciota: 630-824-1987
Source: SunCoke Energy Partners, L.P.