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| SXC > SEC Filings for SXC > Form 8-K on 5-Nov-2012 | All Recent SEC Filings |
5-Nov-2012
Other Events, Financial Statements and Exhibits
On August 8, 2012, SunCoke Energy Partners, L.P. (the "Partnership"), a wholly-owned subsidiary of SunCoke Energy, Inc. (the "Company") filed a Registration Statement on Form S-1 (File No. 333-183162) (as may be amended from time to time, the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC") relating to the proposed initial public offering of common units representing limited partner interests in the Partnership (the "Offering"). On November 5, 2012, the Partnership filed Amendment No. 4 ("Amendment No. 4") to the Registration Statement. For Regulation FD purposes, the Company wishes to disclose the relevant financial information contained in Amendment No. 4 on pages 56 to 62 of Amendment No. 4, which information is furnished herewith as Exhibit 99.1 and is incorporated herein by reference (the "Partnership S-1 Excerpt"). References in the Partnership S-1 Excerpt to "this offering," "unit" or "unitholders" refer to the Offering pursuant to the Registration Statement. References to "our sponsor," refer to the Company, and references to "we," "our" or like terms when used in a historical context refer to the cokemaking operations and related assets of the Company's Haverhill Coke Company LLC facility located in Franklin Furnace, Ohio ("Haverhill") and Middletown Coke Company, LLC facility located in Middletown, Ohio ("Middletown") a portion of each of which the Company plans to contribute to the Partnership in connection with the Offering. When used in the present tense or prospectively, those terms refer to the Partnership and its subsidiaries following completion of the proposed Offering. References to "the general partner" refer to SunCoke Energy Partners GP, LLC, the general partner of the Partnership.
A registration statement relating to the securities of the Partnership has been filed with the SEC, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. Neither this Current Report on Form 8-K nor the information contained herein shall constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Some of the statements included in this Current Report on Form 8-K and the Partnership S-1 Excerpt and other materials the Company files with the SEC 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). Such forward-looking statements are based on management's beliefs and assumptions and on information currently available. You should not put undue reliance on any forward-looking statements. Forward-looking statements include all statements that are not historical facts and may be identified by the use of forward looking terminology such as the words "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 involve risks, uncertainties and assumptions.
Risks and uncertainties that could cause actual results to differ materially from those expressed in forward-looking statements include economic, business, competitive and/or regulatory factors affecting the Company's business, as well as uncertainties related to the outcomes of pending or future litigation, legislation, or regulatory actions. Among such risks are: changes in levels of production, production capacity, pricing and/or margins for metallurgical coal and coke; variation in availability, quality and supply of metallurgical coal used in the cokemaking process, including as a result of non-performance by our suppliers; changes in the marketplace that may affect supply and demand for our metallurgical coal and/or coke products, including increased exports of coke from China related to reduced export duties and export quotas and increasing competition from alternative steelmaking and cokemaking technologies that have the potential to reduce or eliminate the use of metallurgical coke; our dependence on, and relationships with, and other conditions affecting, our customers; severe financial hardship or bankruptcy of one of more of our major customers, or the occurrence of a customer default and other events affecting our ability to collect payments from our customers; volatility and cyclical downturns in the carbon steel industry and other industries in which our customers operate; our ability to enter into new, or renew existing, long-term agreements upon favorable terms for the supply of metallurgical coke to domestic and/or foreign steel producers; our ability to develop, design, permit, construct, start up or operate new cokemaking facilities in the U.S.; our ability to successfully implement our international growth strategy; our ability to consummate investments under favorable terms, including with respect to existing cokemaking facilities, which may utilize by-product technology, in the U.S. and Canada, and integrate them into our existing businesses and have them perform at anticipated levels;
In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company has included in its filings with 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 the Company. For more information concerning these factors, see the Company's SEC filings. All forward-looking statements included in this Current Report on Form 8-K and the Partnership S-1 Excerpt are expressly qualified in their entirety by such cautionary statements. The Company does not have any intention or obligation to update any forward-looking statement (or its associated cautionary language) whether as a result of new information or future events, after the date of this Current Report on Form 8-K except as required by applicable law.
The information in this Current Report on Form 8-K being furnished pursuant to Items 7.01 and 9.01 shall not be deemed to be "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
(d) Exhibits
99.1 Partnership S-1 Excerpt.
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