0000902664-13-003366.txt : 20131004 0000902664-13-003366.hdr.sgml : 20131004 20131004160015 ACCESSION NUMBER: 0000902664-13-003366 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131004 DATE AS OF CHANGE: 20131004 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SunCoke Energy, Inc. CENTRAL INDEX KEY: 0001514705 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 900640593 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86939 FILM NUMBER: 131136761 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: JET CAPITAL INVESTORS L P CENTRAL INDEX KEY: 0001278235 IRS NUMBER: 030460065 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 667 MADISON AVE 9TH FL CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2123722510 MAIL ADDRESS: STREET 1: 667 MADISON AVE 9TH FL CITY: NEW YORK STATE: NY ZIP: 10021 SC 13G 1 p13-1810sc13g.htm SUNCOKE ENERGY, INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.)*
 

Suncoke Energy, Inc.

(Name of Issuer)
 

Common Stock

(Title of Class of Securities)
 

86722A103

(CUSIP Number)
 

September 25, 2013

(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)
þ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 12 Pages)

 

 

 
CUSIP No. 86722A10313GPage 2 of 12 Pages

1

NAME OF REPORTING PERSON

JET CAPITAL INVESTORS, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,734,677

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,734,677

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,734,677

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.34%

12

TYPE OF REPORTING PERSON

IA

         

 

 
CUSIP No. 86722A10313GPage 3 of 12 Pages

 

1

NAME OF REPORTING PERSON

Jet Capital Management, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,597,998

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,597,998

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,597,998

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.71%

12

TYPE OF REPORTING PERSON

OO

         

 

 
CUSIP No. 86722A10313GPage 4 of 12 Pages

 

1

NAME OF REPORTING PERSON

Alan S. Cooper

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,734,677

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,734,677

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,734,677

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.34%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 86722A10313GPage 5 of 12 Pages

 

1

NAME OF REPORTING PERSON

Matthew Mark

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,734,677

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,734,677

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,734,677

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.34%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 86722A10313GPage 6 of 12 Pages

 

 

 

Item 1(a). NAME OF ISSUER
  SUNCOKE ENERGY, INC.
   

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
  1011 Warrenville Road, Suite 600, Lislie, Illinois  60532
   

 

Item 2(a). NAME OF PERSON FILING
 

(i) Jet Capital Investors, L.P. (the "Investment Manager"), a Delaware limited partnership which serves as investment manager to Jet Capital Master Fund LP and Jet Capital Select Opportunities Master Fund, LP (together, the "Master Funds") and certain discretionary accounts (the "Discretionary Accounts", and together with the Master Funds, the "Funds") with respect to shares of common stock directly owned by the Funds.

 

(ii) Jet Capital Management, L.L.C. (the "General Partner"), a Delaware limited liability company which serves as the general partner of the Master Funds, with respect to shares of common stock directly owned by the Master Funds.

 

(iii) Alan S. Cooper ("Mr. Cooper"), who, together with Mr. Mark, is responsible for the supervision and conduct of all investment activities of the Investment Manager and the General Partner, including, without limitation, for all investment decisions with respect to the assets of the Funds, with respect to shares of common stock directly owned by the Funds, and with respect to shares of common stock directly owned by him.

 

(iv) Matthew Mark ("Mr. Mark"), who, together with Mr. Cooper, is responsible for the supervision and conduct of all investment activities of the Investment Manager and the General Partner, including, without limitation, for all investment decisions with respect to the assets of the Funds, with respect to shares of common stock directly owned by the Funds.

 

  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13G of the Act, the beneficial owner of the common stock reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  (i) The Investment Manager: 667 Madison Avenue 9th Floor, New York, NY 10021
  (ii) The General Partner: 667 Madison Avenue 9th Floor, New York, NY
  (iii) Mr. Cooper: 667 Madison Avenue 9th Floor, New York, NY 10021
  (iv) Mr. Mark: 667 Madison Avenue 9th Floor, New York, NY 10021

 

Item 2(c). CITIZENSHIP
  (i) The Investment Manager: Delaware, USA
  (ii) The General Partner: Delaware, USA
  (iii) Mr. Cooper: USA
  (iv) Mr. Mark: USA

 

 
CUSIP No. 86722A10313GPage 7 of 12 Pages

 

 

Item 2(d). TITLE OF CLASS OF SECURITIES
  Common Stock, $0.01 par value
   

 

Item 2(e). CUSIP NUMBER
  86722A103
   

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ________________________________________

 

Item 4. OWNERSHIP
 

The percentages used in Item 4 are calculated based upon the 70,001,070 shares of common stock outstanding, as reflected in Suncoke Energy, Inc.'s Form 10-Q/A, as filed on September 10, 2013.

 

The information required by Items 4(a)-(c) is set forth in rows 5-11 for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

(i) The General Partner:

2,597,998

(A) Amount beneficially owned:

0

 

(B) Percent of class:

3.71%

(C) Number of shares as to which such person has:

(I) Sole power to vote or to direct the vote

0

(II) Shared power to vote or to direct the vote

2,597,998

(III) Sole power to dispose or to direct the disposition of

0

(IV) Shared power to dispose or to direct the disposition of

2,597,998

 

(ii) The Investment Manager:

3,734,677

(A) Amount beneficially owned:

0

(B) Percent of class:

5.34%

(C) Number of shares as to which such person has:

(I) Sole power to vote or to direct the vote

0

(II) Shared power to vote or to direct the vote

3,734,677

(III) Sole power to dispose or to direct the disposition of

0

(IV) Shared power to dispose or to direct the disposition of

3,734,677

(iii) Mr. Cooper:

 

(A) Amount beneficially owned:

3,734,677

 

(B) Percent of class:

5.34%

(C) Number of shares as to which such person has:

(I) Sole power to vote or to direct the vote

0

(II) Shared power to vote or to direct the vote

3,734,677

(III) Sole power to dispose or to direct the disposition of

0

(IV) Shared power to dispose or to direct the disposition of

3,734,677

 

(iv) Mr. Mark:

 

(A) Amount beneficially owned:

3,734,677

(B) Percent of class:

5.34%

(C) Number of shares as to which such person has:

(I) Sole power to vote or to direct the vote

0

 

 
CUSIP No. 86722A10313GPage 8 of 12 Pages

 

 

 

(II) Shared power to vote or to direct the vote

3,734,677

(III) Sole power to dispose or to direct the disposition of

0

(IV) Shared power to dispose or to direct the disposition of

3,734,677

   

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

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. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its 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.
   
   
   
   

  

 
CUSIP No. 86722A10313GPage 9 of 12 Pages

 

SIGNATURES

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

DATE: October 4, 2013

 

 

Jet Capital Investors, L.P.    
     
     
/s/ Alan S. Cooper    
Name: Alan S. Cooper    

Title: Authorized Signatory

    

 

Jet Capital Management, L.L.C.    
     
     
/s/ Alan S. Cooper    
Name: Alan S. Cooper    

Title: Authorized Signatory

    

 

     
     
/s/ Alan S. Cooper    
Alan S. Cooper    

 

     
     
/s/ Matthew Mark    
Matthew Mark    

 

 
CUSIP No. 86722A10313GPage 10 of 12 Pages

 

 

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: October 14, 2013

 

Jet Capital Investors, L.P.    
     
     
/s/ Alan S. Cooper    
Name: Alan S. Cooper    

Title: Authorized Signatory

    

 

Jet Capital Management, L.L.C.    
     
     
/s/ Alan S. Cooper    
Name: Alan S. Cooper    

Title: Authorized Signatory

    

 

     
     
/s/ Alan S. Cooper    
Alan S. Cooper    

 

     
     
/s/ Matthew Mark    
Matthew Mark