Surgery Partners, Inc. (NASDAQ:SGRY) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
that it is soliciting consents to a consent solicitation
statement from holders of its 8.875% Senior Notes due 2021 (the
Consent Solicitation Statement). The Consent Solicitation
Statement includes certain financial information related to the
previously announced transactions to which the Company (i) agreed
to acquire NSH Holdco, Inc., a Delaware corporation (NSH),
through a merger of SP Merger Sub, Inc., a wholly owned
subsidiary of the Company (Merger Sub), with and into NSH (the
Merger), to an Agreement and Plan of Merger, by and among the
Company, Merger Sub, NSH, and IPC / NSH, L.P., solely in its
capacity as sellers representative, (ii) agreed to issue to BCPE
Seminole Holdings LP, a Delaware limited partnership (Bain
Capital), an affiliate of Bain Capital Private Equity, up to
320,000 shares of preferred stock, par value $0.01 per share, of
the Company, to be created out of the authorized and unissued
shares of preferred stock of the Company and designated as 10.00%
Series A Convertible Perpetual Participating Preferred Stock at a
purchase price per share of $1,000 (the Preferred Private
Placement) and (iii) in connection with the Merger and the
Preferred Private Placement, entered into a Stock Purchase
Agreement, by and among the Company, H.I.G. Surgery Centers, LLC
(H.I.G.), H.I.G. Bayside Debt LBO Fund II L.P. (for the purposes
stated therein) and Bain Capital, to which H.I.G. has agreed to
sell 26,455,651 shares of common stock, par value $0.01 per
share, of the Company, to Bain Capital at a purchase price per
share of $19.00 in cash.
Statement is furnished as Exhibit 99.1 to this Current Report on
Form 8-K. The information contained in this Item 7.01 and in the
accompanying exhibit shall not be deemed filed for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liability of that section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such a filing.
that it is soliciting consents to a consent solicitation
statement from holders of its 8.875% Senior Notes due 2021 (the
Consent Solicitation Statement). The Consent Solicitation
Statement includes certain financial information related to the
previously announced transactions to which the Company (i) agreed
to acquire NSH Holdco, Inc., a Delaware corporation (NSH),
through a merger of SP Merger Sub, Inc., a wholly owned
subsidiary of the Company (Merger Sub), with and into NSH (the
Merger), to an Agreement and Plan of Merger, by and among the
Company, Merger Sub, NSH, and IPC / NSH, L.P., solely in its
capacity as sellers representative, (ii) agreed to issue to BCPE
Seminole Holdings LP, a Delaware limited partnership (Bain
Capital), an affiliate of Bain Capital Private Equity, up to
320,000 shares of preferred stock, par value $0.01 per share, of
the Company, to be created out of the authorized and unissued
shares of preferred stock of the Company and designated as 10.00%
Series A Convertible Perpetual Participating Preferred Stock at a
purchase price per share of $1,000 (the Preferred Private
Placement) and (iii) in connection with the Merger and the
Preferred Private Placement, entered into a Stock Purchase
Agreement, by and among the Company, H.I.G. Surgery Centers, LLC
(H.I.G.), H.I.G. Bayside Debt LBO Fund II L.P. (for the purposes
stated therein) and Bain Capital, to which H.I.G. has agreed to
sell 26,455,651 shares of common stock, par value $0.01 per
share, of the Company, to Bain Capital at a purchase price per
share of $19.00 in cash.
Statement is furnished as Exhibit 99.1 to this Current Report on
Form 8-K. The information contained in this Item 7.01 and in the
accompanying exhibit shall not be deemed filed for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liability of that section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such a filing.
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Exhibit No.
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Description
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99.1
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Excerpts from the Consent Solicitation Statement dated
May 18, 2017 |
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99.2
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Press Release dated May 18, 2017
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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 00.00 at 21.80 with 122,114 shares trading hands.
