Surgery Partners,Inc.Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On June19, 2017, Surgery Partners,Inc. (the Company) announced
that its wholly owned subsidiary, Surgery Center Holdings,Inc.,
intends to raise $335 million in gross proceeds through an
offering of senior notes due 2025 (the Offering). The Offering
will be unregistered and conducted to Rule144A and Regulation S
under the Securities Act of 1933, as amended (the Securities
Act).
In connection with the Offering, the Company disclosed certain
estimated pro forma financial information related to a series of
transactions that were announced by the Company on May10, 2017
(the Transactions), including the Companys pending acquisition of
National Surgical Healthcare, to prospective investors in a
preliminary offering memorandum dated June19, 2017 (the
Preliminary Offering Memorandum). The Preliminary Offering
Memorandum discloses certain information that has not previously
been publicly disclosed by the Company. to Regulation FD, the
Company is furnishing as Exhibit99.1 to this Current Report on
Form8-K, such information disclosed in the Preliminary Offering
Memorandum.
The information in this Current Report on Form8-K, including
Exhibit99.1, shall not be deemed to be filed for purposes of
Section18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any
registration statement or other document filed under the
Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
Forward-Looking Statements
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 the Transactions,
including statements regarding the benefits of the Transactions,
the anticipated timing of the Transactions and the expected
closing of the Transactions, and 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 but not limited to,
the risk that the parties are unable to obtain required
regulatory approvals, the risk that the parties are unable to
satisfy other conditions to the consummation of the Transactions,
the occurrence of any event, change or other circumstance that
could give rise to any of the agreements comprising the
Transactions, the risk that the Transactions may involve
unexpected costs, liabilities or delays, and such other 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 Form10-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.
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Exhibit Number |
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Description |
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99.1 |
Excerpts from Preliminary Offering Memorandum |
Surgery Partners, Inc. ExhibitEX-99.1 2 a17-15150_2ex99d1.htm EX-99.1 Exhibit 99.1 SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following summary pro forma financial data has been derived from our historical financial statements and the historical financial statements of National Surgical Healthcare included elsewhere in this offering memorandum. The assumptions underlying the pro forma adjustments are described in the section entitled Unaudited Pro Forma Condensed Combined Financial Information. The unaudited pro forma condensed combined balance sheet of Surgery Partners as of March 31,…To view the full exhibit click here