0001140361-15-008103.txt : 20150220 0001140361-15-008103.hdr.sgml : 20150220 20150220105801 ACCESSION NUMBER: 0001140361-15-008103 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150220 DATE AS OF CHANGE: 20150220 GROUP MEMBERS: ALAN COOPER GROUP MEMBERS: JET CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: JET CAPITAL MASTER FUND, LP GROUP MEMBERS: JET CAPITAL SELECT OPPORTUNITIES MASTER FUND, LP GROUP MEMBERS: JET CAPITAL SRM MASTER FUND, LP GROUP MEMBERS: MATTHEW MARK 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 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86939 FILM NUMBER: 15634278 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 13D BUSINESS ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123722510 MAIL ADDRESS: STREET 1: 540 MADISON AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 formsc13d.htm JET CAPITAL INVESTORS, LP SC 13D 2-13-2015 (SUNCOKE ENERGY, INC)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Suncoke Energy, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

86722A103

(CUSIP Number)

Matthew Mark

JET CAPITAL INVESTORS, L.P.

540 Madison Avenue, 17^th Floor

New York, New York 10022.

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 13, 2015

(Date of Event Which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d‑1(e), 13d-1(f) or 13d-1(g), check the following box: ☒

(Continued on following pages)

(Page 1 of 19 Pages)

CUSIP No. 86722A103

13D

Page 2 of 19 Pages

1	NAMES OF REPORTING PERSONS Jet Capital Master Fund, LP
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	33-1220561

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	See Item 5

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (see Item 3)

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			2,425,421

		8	SHARED VOTING POWER
			None

		9	SOLE DISPOSITIVE POWER
			2,425,421

		10	SHARED DISPOSITIVE POWER
			None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,425,421

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.66%

14	TYPE OF REPORTING PERSON
	PN

CUSIP No. 86722A103

13D

Page 3 of 19 Pages

1	NAMES OF REPORTING PERSONS Jet Capital Select Opportunities Master Fund, LP
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	98-1078078

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	See Item 5

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (see Item 3)

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			430,007

		8	SHARED VOTING POWER
			None

		9	SOLE DISPOSITIVE POWER
			430,007

		10	SHARED DISPOSITIVE POWER
			None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	430,007

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.65%

14	TYPE OF REPORTING PERSON
	PN

CUSIP No. 86722A103

13D

Page 4 of 19 Pages

1	NAMES OF REPORTING PERSONS The Jet Capital SRM Master Fund, LP
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	47-2559228

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	See Item 5

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (see Item 3)

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			105,056

		8	SHARED VOTING POWER
			None

		9	SOLE DISPOSITIVE POWER
			105,056

		10	SHARED DISPOSITIVE POWER
			None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	105,056

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.16%

14	TYPE OF REPORTING PERSON
	PN

CUSIP No. 86722A103

13D

Page 5 of 19 Pages

1	NAMES OF REPORTING PERSONS Jet Capital Investors, LP
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	03-0460065

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	See Item 5

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (see Item 3)

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			4,119,161

		8	SHARED VOTING POWER
			None

		9	SOLE DISPOSITIVE POWER
			4,119,161

		10	SHARED DISPOSITIVE POWER
			None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,119,161

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.22 %

14	TYPE OF REPORTING PERSON
	PN

CUSIP No. 86722A103

13D

Page 6 of 19 Pages

1	NAMES OF REPORTING PERSONS Jet Capital Management, L.L.C.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	02-0610560

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	See Item 5

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (see Item 3)

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			2,960,304

		8	SHARED VOTING POWER
			None

		9	SOLE DISPOSITIVE POWER
			2,960,304

		10	SHARED DISPOSITIVE POWER
			None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,960,304

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.47 %

14	TYPE OF REPORTING PERSON
	OO

CUSIP No. 86722A103

13D

Page 7 of 19 Pages

1	NAMES OF REPORTING PERSONS Alan Cooper
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Not applicable

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	See Item 5

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (see Item 3)

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None

		8	SHARED VOTING POWER
			4,119,161

		9	SOLE DISPOSITIVE POWER
			None

		10	SHARED DISPOSITIVE POWER
			4,119,161

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,119,161

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.22%

14	TYPE OF REPORTING PERSON
	IN

CUSIP No. 86722A103

13D

Page 8 of 19 Pages

1	NAMES OF REPORTING PERSONS Matthew Mark
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Not applicable

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	See Item 5

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (see Item 3)

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			None

		8	SHARED VOTING POWER
			4,119,161

		9	SOLE DISPOSITIVE POWER
			None

		10	SHARED DISPOSITIVE POWER
			4,119,161

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,119,161

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.22%

14	TYPE OF REPORTING PERSON
	IN

Schedule 13D

Item 1.

Security and Issuer.

This Statement on Schedule 13D relates to the common stock, $0.01 par value (the “Common Stock”), of Suncoke Energy, Inc., a Delaware company (the “Company”). The principal executive offices of the Company are located at 1011 Warrenville Road, Suite 600 Lisle, Illinois 60532

Item 2.

Identity and Background.

(a)-(c) This Statement is being filed by Jet Capital Master Fund LP (“Jet Master Fund”), Jet Capital Select Opportunities Master Fund LP (“Jet Select Master Fund”), Jet Capital SRM Master Fund, LP (“Jet SRM Master Fund,” and together with Jet Master Fund and Jet Select Master Fund, the “Master Funds”), Jet Capital Investors, LP (“Jet Investors”), Jet Capital Management, L.L.C. (“Jet Management”), Alan Cooper and Matthew Mark. The Master Funds, Jet Investors, Jet Management, Mr. Cooper and Mr. Mark are collectively referred to as the “Reporting Persons.”

Jet Master Fund and Jet Select Master Fund are Cayman Islands limited partnerships, and Jet SRM Master Fund is a Delaware limited partnership, all of which are engaged in certain investment activities, including but not limited to long and short investments in equity securities, convertible securities, put and call options, swaps and cash and cash equivalents.

Jet Investors is a Delaware limited partnership which serves as investment manager to each of the Master Funds. Jet Investors also manages various investment accounts over which it has discretionary authority (the “Managed Accounts”).

Jet Management is a Delaware limited liability company which serves as the general partner of each of the Master Funds.

Messrs. Cooper and Mark are the managing members of Jet Capital G.P. L.L.C., the general partner of Jet Investors, and the managing members of Jet Management, and, as such, are responsible for the supervision and conduct of all investment activities of Jet Investor and Jet Management, including, without limitation, all investment decisions with respect to the assets of the Master Funds and the Managed Accounts.

The business address and the address of the principal executive office of the Master Funds, Jet Investors and Jet Management, and the business address of Messrs. Cooper and Mark, is 540 Madison Avenue, 17^th Floor, New York, New York 10022.

(d)-(e) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibitions or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each natural person identified in this Item 2 is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration.

The shares of Common Stock reported to be owned by the Master Funds and the Managed Accounts were acquired in the open market. All such purchases of Common Stock were funded by investment capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The amount of the funds expended for such purchases by Jet Master Fund, Jet Select Master Fund, Jet SRM Master Fund and the Managed Accounts was $38,210,116, $7,191,565, $2,007,221 and $18,590,134, respectively.

Item 4.

Purpose of Transaction.

The Reporting Persons acquired beneficial ownership of the shares of Common Stock to which this Statement relates for investment.

Messrs. Cooper and Mark have from time to time communicated with the management of the Company concerning the Company’s assets, business and operations. A copy of a letter sent by Mr. Mark to management on February 20, 2015 is filed as Exhibit 99.2 to this Schedule and, to the extent its contents are responsive to this Item 4, incorporated here by reference.

The Reporting Persons may acquire additional shares of Common Stock or other securities of the Company or sell or otherwise dispose of any or all of the shares of Common Stock or other securities of the Company beneficially owned by them. The Reporting Persons may take any other action with respect to the Company or any of its debt or equity securities in any manner permitted by law.

Except as disclosed in this Item 4, the Reporting Persons have no current plans or proposals which relate to or would result in any of the events described in Items (a) through (j) of the instructions to Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

(a) As of the date hereof, the Reporting Persons beneficially own an aggregate of 4,119,161 shares of Common Stock, representing approximately 6.2% of the outstanding Common Stock.¹ Jet Master Fund beneficially owns 2,425,241 of such shares, representing approximately 3.66% of the Common Stock outstanding, Jet Select Master Fund beneficially owns 430,007 of such shares, representing 0.65% of the Common Stock outstanding and Jet SRM Master Fund beneficially owns 105,056 of such shares, representing 0.16% of the Common Stock outstanding. A total of 1,158,857 shares, representing approximately 1.75% of the Common Stock outstanding, are held in the Managed Accounts.

(b) By reason of its position as investment manager to the Master Funds and the Managed Accounts, Jet Investors may be deemed to possess the power to vote and dispose of the shares of Common Stock beneficially owned by the Master Funds and the shares of Common Stock held in the Managed Accounts. By reason of its position as the general partner of the Master Funds, Jet Management may be deemed to possess the power to vote and dispose of the shares of Common Stock beneficially owned by the Master Funds. By reason of their responsibility for the supervision and conduct of all investment activities of Jet Investors and Jet Management, Messrs. Cooper and Mark may be deemed to possess the power to vote and dispose of the shares of Common Stock beneficially owned by Jet Investors and Jet Management.

¹	Based on 66,217,462 shares of common stock outstanding on October 24, 2014, as reported in the Company’s Quarterly Report on Form 10-Q for the quester ended September 30, 2014.

(c) Except for the transactions set forth in Schedule II annexed hereto, none of the persons identified in Item 2 has effected any transactions in the Common Stock during the past 60 days. All such transactions were effected in the open market.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

Item 7.

Material to be Filed as Exhibits.

99.1	Agreement of joint filing pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended.

99.2	A letter dated February 20, 2015 from Matthew Mark to the Board of Directors of the Company.

SIGNATURES

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

Date: February 20, 2015

	JET CAPITAL MASTER FUND, LP
	By:	Jet Capital Management, L.L.C.

	By:	/s/ Matthew Mark
	Name:	Matthew Mark
	Title:	Managing Member

	JET CAPITAL SPECIAL OPPORTUNITIES MASTER FUND, LP
	By:	Jet Capital Management, L.L.C

	By:	/s/ Matthew Mark
	Name:	Matthew Mark
	Title:	Managing Member

	JET CAPITAL SRM MASTER FUND, LP
	By:	Jet Capital Management, L.L.C.

	By:	/s/ Matthew Mark
	Name:	Matthew Mark
	Title:	Managing Member

	JET CAPITAL INVESTORS, LP
	By:	Jet Capital G.P. L.L.C.

	By:	/s/ Matthew Mark
	Name:	Matthew Mark
	Title:	Managing Member

	JET CAPITAL MANAGEMENT, L.L.C.

	By:	/s/ Matthew Mark
	Name:	Matthew Mark
	Title:	Managing Member

	Alan Cooper
	/s/ Alan Cooper

	Matthew Mark
	/s/ Matthew Mark

SCHEDULE II

Jet Master Fund

This schedule sets forth information with respect to each purchase of Common Stock that was effectuated by Jet Master Fund during the past 60 days.

Date	Number of Shares	Price Per Share	Cost

None

This schedule sets forth information with respect to each sale of Common Stock that was effectuated by Jet Master Fund during the past 60 days.

Date	Number of Shares	Price Per Share	Cost
1/22/2015	8,831	$ 17.44	$153,768
1/23/2015	8,831	17.33	152,807
1/26/2015	8,831	17.05	150,291
1/27/2015	8,831	17.35	152,938
1/28/2015	6,487	16.87	109,266

Jet Select Master Fund

This schedule sets forth information with respect to each purchase of Common Stock that was effectuated by Jet Select Master Fund during the past 60 days.

Date	Number of Shares	Price Per Share	Cost

None

This schedule sets forth information with respect to each sale of Common Stock that was effectuated by Jet Select Master Fund during the past 60 days.

Date	Number of Shares	Price Per Share	Cost
1/22/2015	1,566	$17.44	$27,267
1/23/2015	1,566	17.33	27,097
1/26/2015	1,566	17.05	26,651
1/27/2015	1,566	17.35	27,120
1/28/2015	1,150	16.87	19,370

Jet SRM Master Fund

This schedule sets forth information with respect to each purchase of Common Stock that was effectuated by Jet SRM Master Fund during the past 60 days.

Date	Number of Shares	Price Per Share	Cost
1/2/2015	20,164	$19.34	$390,609
1/5/2015	20,164	19.06	384,937
1/6/2015	20,164	19.05	384,810
1/7/2015	20,164	19.17	387,173
1/8/2015	20,164	18.91	381,977
1/12/2015	6,049	18.62	112,836

This schedule sets forth information with respect to each sale of Common Stock that was effectuated by Jet SRM Master Fund during the past 60 days.

Date	Number of Shares	Price Per Share	Cost
1/22/2015	383	$17.44	$6,668
1/23/2015	383	17.33	6,627
1/26/2015	383	17.05	6,518
1/27/2015	383	17.35	6,632
1/28/2015	281	16.87	4,733

Managed Accounts

This schedule sets forth information with respect to each purchase of Common Stock that was effectuated in the Managed Accounts during the past 60 days.

Date

Number of Shares

Price Per Share

Cost

None

This schedule sets forth information with respect to each sale of Common Stock that was effectuated in the Managed Accounts during the past 60 days.

Date	Number of Shares	Price Per Share	Cost
1/9/2015	16,690	$18.97	$316,023
1/22/2015	4,220	17.44	73,479
1/23/2015	4,220	17.33	73,020
1/26/2015	4,220	17.05	71,818
1/27/2015	4,220	17.35	73,083
1/28/2015	3,100	16.87	52,215

EX-99.1 2 ex99_1.htm EXHIBIT 99.1

EXHIBIT 99.1

Agreement of Joint Filing

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: February 20, 2015

	JET CAPITAL MASTER FUND, LP
	By:	Jet Capital Management, L.L.C.

	By:	/s/ Matthew Mark
	Name:	Matthew Mark
	Title:	Managing Member

	JET CAPITAL SPECIAL OPPORTUNITIES MASTER FUND, LP
	By:	Jet Capital Management, L.L.C

	By:	/s/ Matthew Mark
	Name:	Matthew Mark
	Title:	Managing Member

	JET CAPITAL SRM MASTER FUND, LP
	By:	Jet Capital Management, L.L.C.

	By:	/s/ Matthew Mark
	Name:	Matthew Mark
	Title:	Managing Member

	JET CAPITAL INVESTORS, LP
	By:	Jet Capital G.P. L.L.C.

	By:	/s/ Matthew Mark
	Name:	Matthew Mark
	Title:	Managing Member

	JET CAPITAL MANAGEMENT, L.L.C.

	By:	/s/ Matthew Mark
	Name:	Matthew Mark
	Title:	Managing Member

	Alan Cooper
	/s/ Alan Cooper

	Matthew Mark
	/s/ Matthew Mark

EX-99.2 3 ex99_2.htm EXHIBIT 99.2

EXHIBIT 99.2

February 20, 2015

The Board of Directors
Suncoke Energy, Inc.
1011 Warrenville Road, Suite 600
Lisle, Illinois 60532

Dear Members of the Board

Jet Capital Management and its affiliates currently hold 4,119,161 shares of Suncoke Energy Inc. (“Suncoke” or the “Company”), comprising approximately 6.2% of the Company’s outstanding shares. Jet Capital Management was founded more than 12 years ago, and currently manages more than $1.6 billion in capital. Jet has been a shareholder of Suncoke since January 2012. We are writing to express our serious concerns regarding: (1) the far too slow pace of Suncoke’s evolution from a traditional corporate entity to a GP/LP structure; (2) the Company’s poor capital allocation; (3) the Company’s resulting failed effort to communicate its value proposition to investors; and (4) the Company’s unclear strategic direction. We have had a collaborative and productive relationship with Suncoke management to date, and value their substantial equity ownership in the Company. It is our intention that this letter can build on our historical interactions with the Company and can hopefully lead to value creation for shareholders.

For the past three years, we have been patient investors as the Company transformed itself. Unfortunately, the pace of progress has been unnecessarily slow with significant execution hiccups along the way. The refurbishment at Indiana Harbor has not gone according to plan. Execution on growth initiatives has been virtually non-existent with not a single acquisition completed in 2014. Capital allocation has been poor with a major share buyback completed at the stock price high driven by management’s positive comments regarding a coal asset sale that failed to materialize. The latter issue exemplifies the compounding effect of poor execution, poor capital allocation, and poor communication. The result has been a material decline (25%) in the value of Suncoke stock since the beginning of 2014.

Given the failures of 2014, the market currently ascribes zero growth in perpetuity to Suncoke, and zero value to its advantaged GP/LP structure. If Suncoke dropped down all of its MLPable assets to Suncoke Partners (“SXCP”) on terms consistent with the two dropdowns executed to date, Suncoke would have cash proceeds of approximately $490 million (or approximately $7.50/share) and would be generating distributable cash flow of more than $0.90 per year from its GP, LP and IDR interests. Our financial analysis supporting these calculations is in the appendix below. These cash flows would be derived from contracts to supply coke to blast furnace steel customers who: (1) have furnaces located next to SXC’s coke plants; (2) are obligated to purchase coke on a take or pay basis for a weighted average term of nearly 8.5 years; (3) have assumed essentially all of the operating and commodity cost risk of producing the coke; (4) have no alternative, economic source of supply of the coke required for the furnaces to produce steel; and (5) who in one instance, recently closed its internal coke plant down, and is single source supplying its furnace with Suncoke’s coke. Despite the visibility and stability of this distributable cash flow, Suncoke’s share price currently values this fully dropped down cash flow at a 10% yield. We are aware of no other, zero direct commodity price risk cash flow stream at a comparable value in today’s equity market.

In our view, there are two explanations for the Company’s valuation. First, the markets do not appropriately capitalize Suncoke because equity investors are getting only a tiny fraction of the cash flow paid out to them today, and Suncoke has articulated no plan materially to improve distributions in the future. Second, the markets do not think Suncoke will ever be able to grow its cash flows, organically or by acquisition. This is the case, even though Suncoke’s GP/LP structure puts it in an advantaged position to be a purchaser of MLPable assets with a very low cost of capital to Suncoke. Suncoke’s present market valuation fails to give any real value to this structure, or the IDRs it owns in SXCP.

The best way for Suncoke to add value for shareholders is for management to remedy these two failings. Both remedies are within management’s control, but progress to date has been minimal. First, management should accelerate the pace of the dropdowns. No financial reason exists to continue the plan to accomplish the dropdowns over a 2 year period of time. Staggering the dropdowns in this manner is not providing management with more time to execute a growth strategy for its cash flows: The markets already do not think SXCP will grow past the dropdowns being done. This point is irrefutable, and the financial advice the Board has been relying on to base its decision to stagger its dropdowns over time has been discredited. The Company should more rapidly capture the net present value associated with the dropdowns. Second, the Company should dividend the distributable cash it receives from its SXCP stakes to its shareholders, or return it to investors through share buybacks. Suncoke’s present capital allocation policy will dividend approximately 26% of its fully dropped down distributable cash to shareholders in 2015. This share of capital distribution to investors is paltry, especially given the share valuation. The distribution rate of distributable cash flow should be 100%. The Company does not need its distributable cash flow to meet its capital requirements. Once the dropdowns are accomplished, Suncoke will, again, have approximately $490 million in cash proceeds for those requirements. Suncoke’s capital requirements essentially comprise any future investment projects aimed at organic growth, to the extent that they are feasible. But if steel industry conditions remain weak, the Company’s retaining this cash balance will too be unwise. Retaining the cash to preserve the option to grow organically is misguided when the shares value growth at zero and the industry, in its current state, is rejecting all efforts to grow. Debt agreements that restrict better capital allocation for shareholders should be paid down, or renegotiated. By failing to align its dividend with SXCP distributions, Suncoke’s board is leaving the Company dramatically over-capitalized at a time of an unprecedented low valuation for its shares, and expressing disregard for shareholder value with no articulated justification. As investors in the Company for nearly all of its independent history, we view this as unacceptable.

There is a third path for Suncoke shareholder value creation as well. As we and Suncoke management both agree, the ultimate source of value in the GP/LP structure will come not just from a sensible capital allocation policy, but more meaningfully from the Company’s ability to demonstrate substantial growth at SXCP beyond future dropdowns. There is certainly value in Suncoke’s structure; however, it will only be captured through demonstrated growth. To the extent Suncoke cannot execute such a growth strategy in the next 12 months, it should sell the Company to another entity more capable of extracting value. Two years is long enough to wait for the Company to grow on its own. Suncoke is a very conservatively capitalized, reasonably small, GP MLP at the high splits. Either Suncoke should show it can grow, or it should sell to someone else who will.

We want to close by reiterating that we have been longstanding shareholders in Suncoke, and have been patient and supportive members of the investment community that follows the Company. But we are well aware of our rights as shareholders, and how the corporate governance mechanisms at Suncoke work. We have had no conversations with other Suncoke shareholders about this letter, but we would be surprised if many shareholders disagreed with the sentiments expressed. We urge you to take them seriously, and regard them as constructive and hopefully value creating.

Thank you for your serious consideration of our thoughts.


	Sincerely Yours,

	Mathew Mark
	General Partner

Appendix

				SXCP Price	26.50

Drop Down Proceeds

SXC Remainng Dropdown EBITDA (run-rate)	$	99.0
Drop Down Multiple		8.0	x
Transaction Price		792.0

Cash Portion of Consideration		75	%
Cash Consideration		594.0
Assumed Taxable Gain¹		294.0
Net Proceeds¹		491.1
Net Proceeds per Share	$	7.55

SXCP Distributions to SXC Post Drop Downs ²

Equity Stake Distribution	$	76.3
IDR Distribution		18.1
Total Distribution to SXC	$	94.4
Corporate Overhead ³	$	(15.0	)
Taxable Net Income	$	79.4
Tax Rate ⁴		26.5	%
Distributable Cash Flow from SXCP Distributions	$	58.3

SXC Shares Outstanding (mm) ⁵		65.0
SXCP Distributions to SXC	$	0.90

(1)	Assumes $300mm tax basis and 35% tax rate

(2)	Assumes drop downs of remaining $99mm of EBITDA occurs at 8.0x EBITDA with 50%/50% debt/equity structure, 50% of equity units retained by SXC, 6.5% cost of debt and 1.1 coverage ratio

(3)	Assumes corporate overhead reduced to $15mm in no growth scenario.

(4)	Assumes 26.5% tax rate, in line with mid-point of management 2015 guidance

(5)	Assumes completion of announced $20mm ASR at average price of $16.30 per share