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

About Surgery Partners, Inc. (NASDAQ:SGRY)

Surgery Partners, Inc. is a healthcare services company. The Company operates in three lines of business across the United States: Surgical Facility Services, Ancillary Services and Optical Services. The Company’s Surgical Facility Services segment consists of the operation of ambulatory surgery centers (ASCs) and surgical hospitals, which include its anesthesia services. The Company’s Ancillary Services segment consists of a diagnostic laboratory, a specialty pharmacy and multi-specialty physician practices. The Company’s physician practices include its owned and operated physician practices pursuant to management service agreements. The Company’s optical services segment consists of an optical laboratory, an optical products group purchasing organization and a marketing business. The Company’s optical laboratory manufactures eyewear, while its optical product purchasing organization negotiates volume buying discounts with optical product manufacturers.

Surgery Partners, Inc. (NASDAQ:SGRY) Recent Trading Information

Surgery Partners, Inc. (NASDAQ:SGRY) closed its last trading session down -0.20 at 22.25 with 109,506 shares trading hands.