SunCoke Energy Partners, L.P. (Nasdaq: SXCP)


The firm is investigating the proposed acquisition of SunCoke Energy Partners, L.P. (SXCP) by SunCoke Energy, Inc. (SXC). On October 31, 2016, the two companies announced the signing of a definitive merger agreement pursuant to which SunCoke Energy will acquire SunCoke Energy Partners. Under the terms of the agreement, SunCoke Energy Partners unitholders will receive 1.65 new shares of SunCoke Energy common stock, the value of which is equivalent to $17.80, for each unit of SunCoke Energy Partners common units.

As an initial matter, the $17.80 merger consideration represents a premium of only 5.00% based on SunCoke Energy Partners' closing price on October 28, 2016. This premium is significantly below the average one day premium of nearly 33.84% for comparable transactions within the past five years. Further, the $17.80 merger consideration is significantly below the target price of $20.00 set by an analyst at J.P. Morgan on October 20, 2016 and $19.00 set by an analyst at FBR Capital Markets on October 21, 2016. In the last three years, SunCoke Energy Partners traded as high as $32.02 on March 6, 2014, and most recently traded above the merger consideration – at $18.38 – on June 25, 2015.

On October 20, 2016, SunCoke Energy Partners reported earnings results for its third quarter 2016. Net income attributable to SunCoke Energy Partners increased $1.8 million, or 9.3%, to $21.3 million. In commenting on these results, SunCoke Energy Partners Chairman, President and Chief Executive Officer Fritz Henderson remarked, "We continue to perform in line with expectations and remain on track to deliver against our 2016 Adjusted EBITDA guidance of $207 million to $217 million underpinned by our strong cokemaking performance. We applaud the milestones our [Convent Marine Terminal] customers reached with their lenders and are working side-by-side with them to maximize the value our terminal can bring to their operations. We are also quite pleased about the domestic thermal coal pilot we announced earlier this week and look forward to proving out our domestic-facing capability with the goal of securing additional merchant volumes."

If you are a current shareholder and would like to discuss your options of exercising your rights as a shareholder, which include ensuring that the company is getting the highest possible price for the company, and that the board of directors will act in the best interest of the shareholders, please contact us.

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