Good morning, and welcome to the SunCoke Energy Acquisition of Phoenix Global Conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on your telephone keypad. To withdraw your question, please press star, then two. Please note, this event is being recorded. I would now like to turn the conference over to Shantanu Agrawal, Vice President of Finance and Treasurer. Please go ahead. Thanks, Gary. Good morning, and thank you for joining this call to discuss the announcement of a definitive agreement for SunCoke Energy to acquire Phoenix Global. With me today are Katherine Gates, President and Chief Executive Officer, and Mark Marinko, Senior Vice President and Chief Financial Officer. Our transaction presentation was posted to our website today, which will be referenced throughout the call. This conference call is being webcast live on the investor relations section of our website, and a replay will be available later today. Following management's prepared remarks, we'll open the call for Q&A. If we do not get to your question on the call today, please feel free to reach out to our investor relations team. Before I turn things over to Katherine, let me remind you that the various remarks we make on today's call regarding future expectations constitute forward-looking statements. The cautionary language regarding forward-looking statements in our SEC filings applies to the remarks we make today. These documents are available on our website as are reconciliations to non-GAAP financial measures discussed on today's call. With that, I'll now turn things over to Katherine. Thanks, Shantanu. Good morning, and thank you for joining us on today's call as we share more information about this exciting acquisition. It's a really great day for SunCoke. Today, we announced our definitive agreement to acquire Phoenix Global, a leading provider of mission-critical services to major steel-producing companies. As outlined on slide three, SunCoke will purchase 100% of the common units of Phoenix for $325 million on a cash-free, debt-free basis, representing an acquisition multiple of approximately 5.4 times on a March 31, 2025, last 12 months adjusted EBITDA of $61 million. This transaction is expected to be immediately accretive for SunCoke. We have ample liquidity and will fund the purchase through a combination of cash on hand and borrowing on our revolver, which currently has $350 million of borrowing capacity. We expect to recognize between approximately $5-$10 million in annual synergies from this transaction. The transaction has been unanimously approved by both SunCoke's and Phoenix's respective boards and has received the support of the majority of Phoenix's unit holders. Closing is expected in the second half of 2025 following receipt of required regulatory approvals and customary closing conditions. We are excited to welcome Phoenix's team members to the SunCoke family as we build on the strong foundation set by the business in recent years. Turning to slide four, Phoenix is an excellent strategic fit with the core elements of our business, namely customers, capabilities, and contracts. With the addition of these operations, SunCoke's reach will extend to new industrial customers, including electric arc furnace operators that produce carbon steel and stainless steel. Phoenix's global footprint will add to our existing Brazil footprint as well as select international markets. Phoenix's operations provide high-value, site-based services that are mission-critical to operational efficiency and reliability for steel mills. SunCoke has a reputation as a critical partner in the steel value chain and as a reliable provider of high-quality industrial services through our logistics business. Similar to SunCoke, Phoenix's contracts are long-term in nature, with contractually guaranteed fixed revenue and pass-through components. Additionally, under its current contracts, Phoenix does not take ownership of major consumables, reducing exposure to commodity price volatility. Phoenix offers a well-capitalized asset portfolio, having invested approximately $72 million since June 2023 on new equipment or the refurbishment of existing equipment. New customers and new markets provide multiple paths for further organic growth. By leveraging SunCoke's strong financial position and operational excellence, we will build upon Phoenix's success to better serve our existing and new customers. Moving on to slide five to provide more detail on Phoenix's service offering. Phoenix specializes in the removal, handling, and processing of molten slag at customer sites, as well as the preparation and transportation of metal scraps, raw materials, and finished products. Slag removal is mission-critical to steel mills, as operations could be disrupted if slag is not removed from the furnace area safely and efficiently. After removal, the slag is processed to recover and trap metal, which is then returned to the mill. Remaining byproducts are then separated into different sizes and grades for sale as aggregates. Scrap metal is a critical raw material input in EAF operations, and Phoenix prepares scrap to specification in addition to managing scrap inventory and logistics of customer-purchased metals. We are excited to have the opportunity to be a provider of these mission-critical services and bring our operational and technical expertise to build upon Phoenix's success. Turning to slide six to discuss Phoenix's long-term contracts. Like SunCoke, Phoenix has well-structured long-term contracts. These long-term contracts have a current weighted average life of approximately six years. A meaningful portion of revenues are fixed, resulting in limited earnings volatility from any changes in customer volume. Like our logistics business, Phoenix does not take ownership of the material it moves and handles, providing insulation from commodity price volatility. These favorable contract conditions allow for predictable, profitable long-term capital planning. Turning to slide seven to discuss how SunCoke's core strengths will enhance Phoenix's operations. SunCoke is well known for our best-in-class safety, advanced technology, operational discipline, and strong financial position. We plan to leverage these strengths to further support the new operations. Safety is a cornerstone of what we do and SunCoke's highest priority. Our industry-leading safety performance is central to our reliable delivery of coke and logistics services, and we believe that our disciplined safety practices will enhance Phoenix's safety program. SunCoke has the most technologically advanced coke-making facilities in North America. We developed foundry coke as a commercially viable product and have continued to expand our foundry market presence. At the same time, we've invested in our logistics operations to grow both our service offerings and customer base. SunCoke brings a wealth of technical knowledge and logistics expertise that will help to drive efficiency in these new operations. Finally, we prioritize profitably investing in our assets to ensure that they are safe, efficient, and reliable, positioning us to be the long-term supplier of coke and logistics services. We plan to leverage our strong balance sheet to bring the same approach to Phoenix and build upon their existing base of business through organic growth. Turning to slide eight, the addition of Phoenix to our portfolio will expand our scale and diversify our earnings across more customers and steel-making technologies, strengthening our EBITDA profile. We expect Phoenix's operations to add approximately $61 million to SunCoke's annual adjusted EBITDA, bringing pro forma adjusted EBITDA up to approximately $279 million. On a pro forma basis, our adjusted EBITDA mix is expected to be comprised of 64% Coke-making contribution, 16% logistics contribution, and 20% contribution from Phoenix's operations. Turning to slide nine to further discuss the expansion of our footprint and diversification of our customer base. SunCoke has always played a key role in the steel-making supply chain, primarily supplying Coke to integrated steel producers in North America. With the addition of Phoenix, we will also become a service provider to EAF operations, which include carbon steel and stainless steel mills. Phoenix's earnings are primarily driven by customers in North America, a market we know well, and we are excited by the opportunity to build on our existing footprint in this core market, increasing our existing footprint in Brazil and expanding into Europe. Turning to slide ten, in addition to providing the high-quality, reliable coke and logistics products and services SunCoke is well known for, we will now add critical mill services to our portfolio. The addition of Phoenix's operations presents a more comprehensive slate of offerings to our existing customers while also adding new customers. We are excited to be increasing our industrial services offerings. Moving on to slide eleven to discuss our post-acquisition debt profile. As of March 31, 2025, SunCoke's gross leverage would be at 2.3 times based on the midpoint of our 2025 consolidated adjusted EBITDA guidance of $210-$225 million, with net leverage of 1.41 times. We will not be issuing new debt in order to fund this transaction and will instead be utilizing the excess cash we have on hand and our undrawn $350 million revolver. We expect to borrow approximately $230 million under our revolver, bringing our pro forma gross leverage to approximately 2.62 times on pro forma combined company adjusted EBITDA of $279 million, with net leverage of approximately 2.35 times. We are very comfortable at this leverage, which is below our long-term target of three times, is compliant with our existing covenants, and maintains our already strong leverage position. Wrapping up on slide twelve, SunCoke has a history of successfully entering in new markets like Foundry Coke and growing an existing business like logistics. We recognize the need for additional supply of metallics to EAF operations and initiated negotiations to acquire the Granite City blast furnace operations in order to produce granulated pig iron. We have been extremely disciplined in our pursuit of these organic and inorganic growth opportunities. The acquisition of Phoenix is a result of that disciplined pursuit of profitable growth to reward long-term shareholders. Phoenix is a service provider of choice for steel makers, positioning us well to enhance their already strong contract book in an area where we can bring our adjacent operational and technical expertise. We look forward to continuously engaging with existing customers to find new opportunities to expand the scope of services provided. There are also opportunities to partner with new steel mills, and Phoenix is currently underrepresented at EAF operations in the U.S., which offers an attractive path for additional growth. Our strong balance sheet and technical expertise provide a platform to serve those who are building new capacity or renewing contracts. We are excited about the potential to support a larger group of steel mills. As always, we take a balanced yet opportunistic approach to capital allocation and continuously evaluate the best ways to reward our long-term shareholders. In addition to the continuation of our quarterly dividend, we believe this acquisition positions us for long-term sustainable earnings growth and increased shareholder value. The acquisition of Phoenix meets all of the criteria of our investment thesis when it comes to growth opportunities to reward long-term shareholders. We will purchase high-quality assets and businesses that meet our standards for reliably delivering quality services to customers. We will acquire businesses adjacent to our own where we can add value for our shareholders, and we will remain cost-disciplined and not overpay just to meet growth objectives or timelines. With that, let's go ahead and open up the call for Q&A. We will now begin the question and answer session. To ask a question, you may press star, then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star, then two. At this time, we will pause momentarily to assemble our roster. Our first question today comes from Fedor Shavelin with B. Riley Securities. Please go ahead. Thank you very much, Operator. Good morning, everyone. Congratulations on this acquisition. I think it's well timely. Good timing for that. My first question, what would be expectations for sustaining capital expenditures going forward? Thanks very much. Great question. Today is obviously the call is not to really give guidance going forward with respect to Phoenix, but as we've said, these are really it's a capital-intensive business, not dissimilar to the capital that we have today with respect to our existing businesses. As you sort of think about Phoenix going forward, a good way to think about their CapEx as a percentage of EBITDA is not dissimilar to our own. Again, we'll have more to say once we close, but I would sort of give you that as sort of a high-level reference point for guidance as you think about the CapEx needs of Phoenix going forward. Thank you very much for that. My second one is on cost structure. On slide six, you outlined contract structure between variable and fixed cost. What would be the structure divided between fixed and variable components in terms of percentage, if you can outline that? I appreciate the question, and hopefully you can appreciate that that is really nothing that we can comment on. Just as you can appreciate, for commercial reasons, competitive reasons, we cannot share that information. What I would say to you when you think about fixed versus variable cost is that 2024 was a fairly challenging year for the steel industry. If you look at Phoenix's EBITDA over that period, it has been very, very strong. That is due to a lot of things. Their good performance is obviously very, very important, but these are very, very good contracts. When Phoenix emerged from its restructuring, those contracts got renegotiated, and contracts that were not profitable were shed during bankruptcy. The contracts that they have now are ones that they purposely entered into knowing that they could sustain those contracts, and those contracts would give them very, very strong EBITDA over even what I would call sort of the down cycle that we are in today with the steel industry. While I cannot give you sort of the percentage breakdown of the fixed versus variable cost, what I can tell you is that you have a company that is performing very, very well even through the down cycle, and that should give you some sense of how well these contracts are structured. That is very helpful. Thank you very much. The last one is about that. Phoenix have any direct or indirect exposure to commodity price fluctuations, and if so, by what extent? Right. As we said in both our deck and as I commented on, the commodity exposure is very, very limited. Just like with our logistics businesses, Phoenix is not taking actual title to the material that it is moving for the most part. In terms of when you think about commodities, what Phoenix uses more than anything else is diesel fuel to run mobile equipment, and the contracts are structured in a way to have that be indexed so that they're not exposed to the changes in the diesel pricing structure. That is how they're protected, and that is why the commodity price exposure is so limited. I appreciate your call. Thanks so much. Congrats with acquisition once again. Best of luck. I'll turn it over for now. Thank you very much. The next question is from Nathan Martin with the Benchmark Company. Please go ahead. Thanks, Operator. Good morning, everyone. Congrats on the announcement. I was hoping we could get some more details around the expected synergies. What's included there? What gets you to the low end or the high end or potentially even above the high end? What time period do you guys hope to achieve those synergies? I know you said annually, but how soon do you expect those to come to fruition? Finally, would that $5 million-$10 million be additive to your pro forma adjusted EBITDA calculation, or is that included? Yep. Great question. Starting with the last part of your question, the synergies are not included in the pro forma. As far as sort of what constitutes those synergies, first and probably most obviously, there's going to be some corporate synergies and just removing redundancies there. That will, and those will be effective essentially as soon as we close. As you've seen here, we expect to close in the second half. How much runway we have this year is just going to depend on when we get our regulatory approvals. We expect to get those approvals. It's just a matter of the timing. As we think about going forward, in addition to the removal of those redundancies, I think that we've commented extensively on the operational and technical expertise that we are going to bring to these operations. Phoenix already has very, very solid operations. They've invested more than $70 million of capital coming out of their restructuring. They're very, very well positioned, but we really think that we can take those operations to the next level with the operational and technical expertise that we bring. Running those existing operations more efficiently, getting more out of the existing business today. We conducted extensive due diligence on these assets. We visited almost all of the site locations where Phoenix operates. We studied those operations, and we have come away having a plan to drive efficiency at all of those locations. When you think about the $5 million-$10 million, it's a mix of both those corporate redundancies and what we're going to be able to bring to the existing businesses to drive more EBITDA out of the services that Phoenix is providing today. Appreciate that, Katherine. Maybe just kind of a follow-up on the contract questions from earlier. What's the likelihood that these contracts get renewed? Maybe you can talk about some of Phoenix's competitors in that space. Sure. I mean, I think that first and foremost, the contracts have a six-year weighted average life. So we're very, very comfortable going into this acquisition knowing that we have very, very good contracts that are in place for a long period of time. With that being said, I mean, we're obviously looking ahead, and as we've said, we are looking to grow this business. We would see opportunities both in the renewals of the contracts that Phoenix has today, as well as entering into new contracts where other competitors are currently serving other sites. We would look to come into those sites and compete and hopefully win some of those contracts in addition to any new sites that are being opened in the United States. I mean, I think it's really, really important to think about the opportunity that we have here with the EAF. Phoenix is currently serving eight EAF customers in the U.S., and there are over 150 EAFs that are being operated in the U.S. today. Phoenix really represents only 7% of the EAF-based steel produced in the U.S. It's a huge opportunity for us. When we think about competitors, obviously, we're not naming them, but there are certainly a few competitors that are in the space. I think that what SunCoke will bring as the owner of Phoenix is a level of technical expertise and operational expertise that will serve us well in competing and winning existing contracts as well as winning business at sites that are being developed today. I think that'll be extremely beneficial to the company going forward. Also, going back to your point on renewals itself, extremely beneficial when we're looking to renew these contracts. We focus so heavily on customer service today and being an excellent operator and investing in the assets to provide excellent service. We're going to do the same thing with the Phoenix sites and operations, and we think that that puts us in a really good position for renewals. Phoenix has already positioned itself for those renewals, and we think that we'll be in a very, very good place to continue those relationships with the customers that Phoenix already has at the sites that they already have. Appreciate that, Katherine. Maybe just one more. You talked about in your prepared remarks the granulated pig iron segment and your attention maybe to owner-operated in that arena. You had that on one of your pie charts too, I think, on one of your slides. I guess, how does this transaction impact your potential GPI project with U.S. Steel that's been dragged out here? Obviously, we have a little bit of new information over the last couple of days, so just be curious for any update. It's a great question. Obviously, we're monitoring the news just like you are in terms of the sort of the daily announcements. This acquisition, it does not impact our plans for the GPI project. The GPI project continues to be a priority for us, and it was and continues to be a consideration when we make any capital allocation decisions. As you and I both know, the project's been delayed due to factors that are certainly outside of our control here at SunCoke. As we were waiting for the project to move forward, we continued to pursue other growth opportunities. We've been extremely disciplined in our analysis of growth opportunities, and Phoenix is the first business that we have found that met all of our growth criteria. When we sort of look ahead, the funding of the GPI project is really going to depend on the timing of that project, which we don't know today. What we can say is that we can acquire Phoenix and know that our long-term goal of leverage, which is below the three times, will remain intact with the acquisition of Phoenix and with doing the GPI project. We're confident in our ability to do that project without taking the leverage significantly higher. I think it's important to say too that we're also confident that we can do the GPI project, acquire Phoenix, and continue to sustain the dividend, which is really important to our long-term shareholders as well. Okay. Perfect. That's good to hear because my follow-up was just going to be how you felt from a, I guess, revolver standpoint because I know previously you had mentioned utilizing that for the GPI project, but it sounds like you're very confident you'll stay within that three times and have enough on the revolver and cash on hand. Yeah. Nathan, this is Shantanu, I'll add a little bit to it, right? Like kind of the long-term gross leverage ratio remains at three times. It might be when we do GPI, it might go up temporarily because the way that it's constructed of the GPI project is that we are going to have to cap it for the first two years or whatever the time period is to build the GPI. We are not going to see the economics of that GPI go through till construction of that. There might be a temporary period where we might do some bridge loan or temporary financing during the time period where our leverage might go up both times. Our long-term target of three times will remain intact, and our priority will be to pay down the loan while maintaining the dividend. That is how we are thinking about the GPI project and its financing. Thanks for that, Col. Shantanu. Appreciate it. I'll leave it there. Appreciate the time, everybody, and best of luck. Thank you. The next question is a follow-up from Fedor Shavelin with B. Riley Securities. Please go ahead. Thank you for taking my follow-up. If you can expand on synergies a little bit, you outlined you expect the transaction will be immediately accretive. Maybe it's too early to quantify the effect, but if you can just a little bit expand on it, it would be very helpful. Thank you. Sure. I mean, I think that the corporate synergies that we would see, those would occur immediately. Again, in terms of thinking about 2025, when we close, has an impact on what you'll see this year. Those corporate synergies will occur immediately. If you think about the sort of the efficiencies and the opportunities that we're going to drive out of the existing operations, obviously, that'll take a little bit of time as we just work to integrate Phoenix into SunCoke. We've done such extensive diligence on those sites and what we're looking to do there that we, unlike perhaps a situation where you haven't had that opportunity and that level of diligence, we think that we'll be able to go in and start really recognizing some of those opportunities very close to after the time that we close. Thanks for that. Probably the last one, your net debt pro forma has increased plus transaction. Do you have in mind a net debt target going forward as a combined company? Fedor, I mean, our gross leverage target remains at three times, and that's how we kind of set our leverage target. Normally, we need anywhere between $75 million-$100 million cash to fund our working capital needs on a monthly basis. The way the Phoenix operations are, we don't see a huge impact on working capital from the acquisition of Phoenix. I think our cash balance needs remains to be around $100 million. You can take that three times of gross leverage and the $100 million of cash, and that kind of will give you the net leverage target. Yeah. Thanks for that. Continue your best of luck. Once again, congrats. Thank you. This concludes our question and answer session. I would like to turn the conference back over to Katherine Gates for any closing remarks. Thank you all again for joining us on this call and for your continued interest in SunCoke. I'm grateful to the dedicated team that has been working to get us to where we are today and want to thank our board of directors for their continued support. We look forward to welcoming Phoenix into the SunCoke family. We're excited for this new chapter and committed to closing this transaction and creating value for our shareholders. The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.