Surgery Partners, Inc. (NASDAQ:SGRY) Files An 8-K Results of Operations and Financial Condition
Item2.02.
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Results of Operations and Financial Condition |
The information furnished in Item 7.01, to the extent that it
relates to results of operations and financial condition, is
incorporated by reference to this Item 2.02.
| Item7.01. | Regulation FD Disclosure. |
As previously reported on May11, 2017, Surgery Partners, Inc.
(the Company) announced that, on May 9, 2017, it had entered into
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.
In connection with these transactions, the Company has provided
potential financing sources with certain information in a
presentation dated May23, 2017 that has not been previously
reported by the Company. Such information is furnished and
contained in Exhibit 99.1 to this Current Report on Form
8-K and
incorporated herein by reference.
The information
contained in this Item 7.01 and in the accompanying exhibit shall
not be deemed filed for the purposes of Section18 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.
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.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit No. |
Description |
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| 99.1 | Bridge Presentation dated May23, 2017 |
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 -0.10 at 21.55 with 109,684 shares trading hands.