8-K
SunCoke Energy, Inc. (SXC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 1, 2025
Date of Report (date of earliest event reported)
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SunCoke Energy, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware<br><br>(State of Incorporation) | 001-35243<br><br>(Commission File Number) | 90-0640593<br><br>(IRS Employer Identification Number) | |||
|---|---|---|---|---|---|
| 1011 Warrenville Road, Suite 600 | |||||
| Lisle, | IL | 60532 | |||
| (Address of principal executive offices and zip code) | (630) | 824-1000 | |||
| --- | --- | ||||
| (Registrant's telephone number, including area code) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
|---|---|---|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | Securities registered pursuant to Section 12(b) of the Act: | |||
| --- | --- | --- | |||
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||
| Common stock, par value $0.01 | SXC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01 - Completion of Acquisition or Disposition of Assets.
On August 1, 2025, SunCoke Energy, Inc. (the “Company”) completed its previously announced acquisition of Flame Aggregator, LLC, a Delaware limited liability company (“Flame Aggregator”), which, together with its subsidiaries, operates as Phoenix Global, a privately held provider of mission-critical mill services to major steel producing companies.
The acquisition was consummated pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among Sun Coal & Coke LLC, a Delaware limited liability company (“Sun Coal & Coke”) and a direct, wholly owned subsidiary of the Company, Metal Services Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of Sun Coal & Coke (“Merger Sub”), Flame Aggregator, and Shareholder Representative Services LLC, a Colorado limited liability company, in its capacity as the representative, agent, and attorney-in-fact for the unitholders of Flame Aggregator.
As contemplated by the Merger Agreement, Merger Sub merged with and into Flame Aggregator, with Flame Aggregator continuing as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”). Pursuant to the Merger Agreement, Flame Aggregator’s unitholders received cash consideration in an amount equal to $325 million, subject to certain customary adjustments for net working capital, cash and cash equivalents, indebtedness and unpaid transaction expenses, all as set forth in the Merger Agreement. The Company funded the transaction with cash on-hand and revolving credit facility borrowing.
The foregoing general description of the Merger and Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2025.
Item 7.01 - Regulation FD Disclosure.
On August 4, 2025, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information contained under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference to this Current Report on Form 8-K in such filing.
Item 9.01 - Financial Statements and Exhibits.
(a): Financial statements of businesses acquired.
To the extent required, as permitted by Item 9.01(a)(3) of Form 8-K, the Company will provide the financial statements required by Item 9.01(a) of Form 8-K by amendment to this Current Report on Form 8-K no later than 71 days following the date on which this Current Report on Form 8-K is required to be filed.
(b): Pro forma financial information.
To the extent required, as permitted by Item 9.01(a)(3) of Form 8-K, the Company will provide the pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date on which this Current Report on Form 8-K is required to be filed.
(d): Exhibits.
The information in the Exhibit Index of this Current Report on Form 8-K is incorporated into this item 9.01(d) by reference.
| Exhibit No. | |
|---|---|
| 99.1 | SunCoke Energy, Inc. Press Release, dated August 4, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding Sun Coal & Coke’s proposed acquisition of Flame Aggregator. Forward-looking statements may be identified by words such as “will,” “expect,” “outlook,” “guidance,” “project,” “anticipate,” “plan,” “estimate,” “target,” “believe,” “would,” “could,” “may,” “continue,” “possible,” “potential,” “should” and other similar words and expressions, though not all forward-looking statements use these words or expressions. These forward-looking statements are based on Company management’s current expectations. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to important factors discussed in Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as any such factors may be updated from time to time in the Company’s other filings with the SEC, including without limitation, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, accessible on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 4th day of August, 2025.
| SUNCOKE ENERGY, INC. | |
|---|---|
| By: | /s/ Mark W. Marinko |
| Name: | Mark W. Marinko |
| Title: | Senior Vice President and Chief Financial Officer |
Document
SUNCOKE ENERGY, INC. COMPLETES PHOENIX GLOBAL ACQUISITION
LISLE, Ill. (August 4, 2025) - SunCoke Energy, Inc. (NYSE: SXC) (“SunCoke”) today announced that it has completed its previously announced acquisition of Phoenix Global (“Phoenix”) for $325 million on August 1, 2025. SunCoke has acquired all of the common units of Flame Aggregator, LLC which, together with its subsidiaries, operates as Phoenix Global. The transaction was funded with cash on-hand and revolving credit facility borrowing. The acquisition of Phoenix adds electric arc furnace operations and international markets to SunCoke’s portfolio.
“We are thrilled to officially welcome Phoenix into the SunCoke family,” said Katherine T. Gates, President and CEO of SunCoke. “This successful acquisition is the result of SunCoke’s disciplined pursuit of growth opportunities that will position us for long-term, sustainable earnings growth and increased shareholder value. We are excited by the opportunity to reach new customers and new markets with the addition of Phoenix’s assets. We will leverage SunCoke’s core strengths, including our advanced technology, operational discipline, and strong financials to support and grow these new operations.”
Evercore Group L.L.C. served as the exclusive financial advisor to SunCoke, and Latham & Watkins LLP served as SunCoke’s legal advisor.
SUNCOKE ENERGY, INC.
SunCoke Energy, Inc. (NYSE: SXC) supplies high-quality coke to domestic and international customers. Our coke is used in the blast furnace production of steel as well as the foundry production of casted iron, with the majority of sales under long-term, take-or-pay contracts. We also export coke to overseas customers seeking high-quality product for their blast furnaces. Our process utilizes an innovative heat-recovery technology that captures excess heat for steam or electrical power generation and draws upon more than 60 years of cokemaking experience to operate our facilities in Illinois, Indiana, Ohio, Virginia and Brazil. Our logistics business provides export and domestic material handling services to coke, coal, steel, power and other bulk customers, as well as mission-critical services to leading, global steel producing companies. The logistics terminals have the collective capacity to mix and transload more than 40 million tons of material each year and are strategically located to reach Gulf Coast, East Coast, Great Lakes and international ports. Additional logistics services include the removal, handling, and processing of molten slag at customer sites, as well as preparation and transportation of metal scraps, raw materials, and finished products. To learn more about SunCoke Energy, Inc., visit our website at www.suncoke.com.
SunCoke routinely announces material information to investors and the marketplace using press releases, Securities and Exchange Commission filings, public conference calls, webcasts, sustainability reports, and SunCoke's website at https://www.suncoke.com/en/investors/overview. The information that SunCoke posts to its website may be deemed to be material. Accordingly, SunCoke encourages investors and others interested in SunCoke to routinely monitor and review the information that SunCoke posts on its website, in addition to following SunCoke's press releases, Securities and Exchange Commission filings, sustainability reports, and public conference calls and webcasts.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. SunCoke Energy, Inc. intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by words such as “will,” “expect,” “outlook,” “guidance,” “projections,” “anticipate,” “plan,” “estimate,” “target,” “believe,” “would,” “could,” “may,” “continue,” “possible,” “potential,” “should” and other similar words and expressions. However, the absence of these words or
similar expressions does not mean that a statement is not forward-looking. All statements in this press release that do not relate to matters of historical fact should be considered forward-looking statements.
SunCoke cautions investors that any forward-looking statements, including statements related to anticipated operating results, business strategies and outlook for SunCoke, the anticipated benefits of the acquisition, the anticipated impact of the acquisition on SunCoke’s business and future financial and operating results, the expected amount and timing of any synergies and/or other benefits from the acquisition, and other aspects of SunCoke’s operations or operating results, are only predictions. These forward-looking statements are based on SunCoke management’s current knowledge, beliefs, and expectations and upon assumptions by SunCoke concerning future conditions, any or all of which ultimately may prove to be inaccurate. You should not place undue reliance on these forward-looking statements. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties, and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements.
These risks, uncertainties and other important factors include, but are not limited to: (i) SunCoke’s ability to successfully integrate the acquired business or fully realize anticipated synergies or other benefits expected from the acquisition; (ii) the ability of SunCoke to implement its plans, forecasts, and/or expectations with respect to the combined business; (iii) SunCoke’s ability to develop customer relationships and realize additional opportunities following completion of the acquisition; and (iv) unforeseen liabilities, future capital expenditures, indebtedness, losses, pricing trends, future prospects, and management strategies which may adversely affect SunCoke’s business, financial condition, operating results and/or trading price of SunCoke’s common stock. The foregoing list of risks, uncertainties and factors is not exhaustive, and unlisted factors may present significant additional obstacles to the realization of forward-looking statements. You should carefully consider the foregoing factors and the other risks and uncertainties described in Part I, Item 1A “Risk Factors” of SunCoke’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as any such factors may be updated from time to time in SunCoke’s other reports and filings with the Securities and Exchange Commission (SEC), including without limitation, SunCoke’s Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2025, accessible on the SEC’s website at www.sec.gov.
Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, SunCoke undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor/Media Inquiries:
Sharon Doyle
Manager, Investor Relations
(630) 824-1907