UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~April~~May 24, 2019

SUNCOKE ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware		001- 35782		3590-~~2451470~~0640593
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1011 Warrenville Road, Suite 600

Lisle, Illinois

60532

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (630) 824-1000

Not Applicable

(Former name or former address, if changed since last report)

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(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

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 25.~~02.~~07 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition.~~Vote of Security Holders

OnAs ~~April~~previously disclosed, on February 244, 2019, SunCoke Energy Partners, L.P. (“SXCP”) and SunCoke Energy Partners GP LLC (“SXCP General Partner”) entered into an Agreement and Plan of Merger (the “~~Partnership~~Merger Agreement”) ~~issued~~with aSunCoke ~~press~~Energy, ~~release~~Inc. ~~announcing~~and ~~financial~~its ~~results~~wholly owned subsidiary SC Energy Acquisition LLC (“Merger Sub”). ~~for~~Pursuant to the ~~first~~Merger ~~quarter~~Agreement, ofMerger ~~2019.~~Sub Awill ~~copy~~merge with and into SXCP, the separate existence of ~~this~~Merger ~~press~~Sub ~~release~~will iscease, ~~attached~~and SXCP will continue as ~~Exhibit~~a 99surviving limited partnership (the “Merger”).1 ~~and~~The closing of the Merger is conditioned ~~incorporated~~upon, ~~herein~~among other things, the approval and adoption of the Merger Agreement and the Merger by ~~reference~~the affirmative vote or consent of holders of at least a majority of the outstanding common units of SXCP (the “SXCP Common Units”).

The ~~information~~ inboard ~~this~~of ~~report~~directors of the SXCP General Partner set May 16, ~~being~~2019 ~~furnished~~as ~~pursuant~~the torecord ~~Items~~date ~~2.02~~(the ~~and~~“Record Date”) ~~8.01~~for determining holders of ~~Form~~SXCP ~~8-K,~~Common ~~shall~~Units ~~not~~entitled beto ~~deemed~~execute and deliver written consents with respect to bethe ~~“filed”~~approval ~~for~~and ~~purposes~~adoption of ~~Section~~the Merger Agreement and the Merger. On May 1824, 2019, Sun Coal & Coke LLC, which as of the ~~Securities~~Record ~~Exchange~~Date ~~Act~~beneficially owned 28,499,899 SXCP Common Units representing approximately 61.7% of ~~1934~~the outstanding SXCP Common Units, ~~as amended~~delivered (a written consent approving and adopting the Merger Agreement and the Merger in all respects (the “~~Exchange~~SC&C ~~Act~~Written Consent”). While, oras ~~otherwise~~a ~~subject~~result toof the ~~liabilities~~delivery of ~~that~~the ~~Section,~~SC&C ~~and~~Written isConsent, ~~not~~no ~~incorporated~~further action by ~~reference~~any inunitholder ~~any~~of ~~filing~~SXCP is required under applicable law, or otherwise, to adopt the ~~Securities~~Merger ~~Act~~Agreement ofand ~~1933~~the transactions contemplated thereby, asincluding ~~amended~~the Merger, orthe consent process for holders of SXCP Common Units with respect to the ~~Exchange~~Merger ~~Act,~~Agreement ~~except~~and asthe ~~expressly~~Merger ~~set forth~~will byremain ~~specific~~open ~~reference~~until in9:00 ~~such~~a.m., ~~filing~~Central Time, on June 27, 2019.

~~Item~~SIGNATURE ~~8.01. Other Events.~~

OnPursuant ~~April 15,~~to ~~2019,~~ the ~~Partnership~~requirements ~~issued~~of athe ~~press~~Securities ~~release~~Exchange ~~announcing~~Act ~~the declaration~~ of ~~its~~1934, ~~quarterly~~the ~~cash~~registrant ~~distribution.~~has Aduly ~~copy~~caused of this ~~press~~ ~~release~~report isto ~~attached~~be ~~hereto~~signed ason ~~Exhibit~~its ~~99.2~~behalf ~~and~~by the isundersigned ~~incorporated~~thereunto ~~herein~~duly ~~by reference~~authorized.

~~Safe~~SUNCOKE ~~Harbor~~ENERGY ~~Statement~~PARTNERS, L.P. By: SunCoke Energy Partners GP LLC, its General Partner By: /s/ Fay West Fay West Senior Vice President and Chief Financial Officer

~~Statements~~Date: ~~contained~~May 24, in2019 the exhibits to this report that state the Partnership’s or management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The Partnership’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Partnership has filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		SunCoke Energy Partners, L.P. Press Release announcing earnings (April 24, 2019).
99.2		SunCoke Energy Partners, L.P. Press Release, announcing quarterly cash distribution (April 15, 2019).

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUNCOKE ENERGY PARTNERS, L.P. By: SunCoke Energy Partners GP LLC, its General Partner By: /s/ Fay West Fay West Senior Vice President and Chief Financial Officer

Date: April 24, 2019

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