Surgery Partners, Inc. (Surgery Partners or the Company)
announced on May 25, 2017 that Surgery Center Holdings, Inc., a
Delaware corporation (the Issuer), an indirect, wholly-owned
subsidiary of the Company, has received the consents necessary to
effect certain amendments (the Amendments) to certain provisions
of the indenture (the Indenture) governing its 8.875% Senior
Notes due 2021 (the Notes). As a result, the Issuer, the
guarantors under the Indenture and Wilmington Trust, National
Association, as trustee (the Trustee), entered into a Third
Supplemental Indenture (the Supplemental Indenture), which became
effective upon the execution thereof by the Issuer and the
Trustee, to effect the Amendments. The Amendments will become
operative upon payment by the Issuer of the consent consideration
in accordance with the terms and conditions of the Issuers
Consent Solicitation Statement, dated May 18, 2017, to Ipreo LLC,
to the terms of the Supplemental Indenture.

The Amendments (i) amend the Change of Control definition
relating to the Notes (as set forth in the Indenture) such that
the Issuer is not required to make a Change of Control Offer, as
defined in the Indenture, with respect to the Notes in connection
with a series of transactions that were announced by the Company
on May 10, 2017 (the Transactions) and (ii) amend the definition
of Sponsor (as defined in the Indenture) to add Bain Capital
Private Equity, LP, its affiliates and certain related parties
thereto (collectively, Bain) as a Sponsor and, effective
immediately following the consummation of the Transactions,
remove H.I.G. Capital, LLC, its affiliates and certain related
parties thereto as a Sponsor, such that Bain shall thereafter
constitute a Permitted Holder (as defined in the Indenture).

The Supplemental Indenture is attached hereto as Exhibit 4.1. The
foregoing description of the Supplemental Indenture is qualified
in its entirety by reference to the full text of the Supplemental
Indenture, which is incorporated herein by reference.

Item 8.01. Other Events.

On May 25, 2017, the Company issued a press release announcing
that the Issuer had solicited the requisite consents to close the
Consent Solicitation and therefore was able to and did enter into
the Supplemental Indenture described above. The press release is
attached as Exhibit 99.1 and is incorporated herein by reference.

This report may contain forward-looking statements as defined by
the Private Securities Litigation Reform Act of 1995 or by the
U.S. Securities and Exchange Commission (the SEC) in its rules,
regulations and releases. These statements include, but are not
limited to, the Companys expectations regarding certain financial
information related to the transactions described in this report,
the performance of its business and the other non-historical
statements. These statements can be identified by the use of
words such as believes anticipates, expects, intends, plans,
continues, estimates, predicts, projects, forecasts, and similar
expressions. All forward looking statements are based on
managements current expectations and beliefs only as of the date
of this report and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially
from those discussed in, or implied by, the forward-looking
statements, including the risks identified and discussed from
time to time in the Companys reports filed with the SEC,
including the Companys most recent Annual Report on Form 10-K.
Readers are strongly encouraged to review carefully the full
cautionary statements described in these reports. Except as
required by law, the Company undertakes no obligation to revise
or update publicly any forward-looking statements to reflect
events or circumstances after the date of this report, or to
reflect the occurrence of unanticipated events or circumstances.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits