Surgery Partners,Inc. (NASDAQ:SGRY) Files An 8-K Entry into a Material Definitive Agreement

Surgery Partners,Inc. (NASDAQ:SGRY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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On March25, 2019, Surgery Partners,Inc. (the “Company”) announced that SP Holdco I,Inc., a Delaware corporation (“Holdings”), and Surgery Center Holdings,Inc., a Delaware corporation (the “Borrower”), each a wholly-owned subsidiary of the Company, together with certain wholly-owned subsidiaries of the Borrower, entered into an amendment to the credit agreement governing their revolving credit facility (the “Revolver”), dated as of March25, 2019 (“the Amendment”), with Jefferies Finance LLC, as administrative agent and collateral agent, and the other financial institutions party thereto from time to time, which amended and supplemented the credit agreement, dated as of August31, 2017, and amended on October23, 2018, by and among the Borrower, Holdings, certain wholly-owned subsidiaries of the Borrower party thereto from time to time, Jefferies Finance LLC, as administrative agent and collateral agent, and the other financial institutions party thereto from time to time (the “Credit Agreement”) to provide for an increase in the outstanding commitments under the Revolver in an amount equal to $45.0 million. These additional commitments will automatically become operative upon satisfaction by the Borrower of certain conditions precedent set forth in the Amendment.

The foregoing description of the Amendment is qualified in its entirety by the text of the Amendment, which is attached as exhibit 10.1 to this Current Report on Form8-K.

Item 7.01 Regulation FD Disclosure.

On March25, 2019, the Company announced that its wholly-owned subsidiary, Surgery Center Holdings,Inc., intends to offer, subject to market and other considerations, $430.0 million aggregate principal amount of senior unsecured notes due 2027 (the “Offering”). The Offering is expected to be conducted to Rule144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

Forward-Looking Statements

This report contains “forward-looking” statements, including those regarding Surgery Partners’ intention to offer and sell, and apply the net proceeds of, the notes. These statements include, but are not limited to, the Company’s expectations regarding the Offering. 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 management’s 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 proposed offering and related redemption is not completed on the terms or in the amounts anticipated, or at all and , and the other risks identified in Item 1A under the heading “Risk Factors” recent Annual Report on Form10-K. 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.

Exhibit Number

Description

10.1

Amendment to the Credit Agreement, dated as of March25, 2019, by and among SP Holdco I,Inc., Surgery Center Holdings,Inc., Jefferies Finance LLC and the other guarantors and lenders party thereto.

99.1

Press Release, dated March25, 2019

99.2

Investor Presentation, dated March2019

Surgery Partners, Inc. Exhibit
EX-10.1 2 a19-6738_2ex10d1.htm EX-10.1 Exhibit 10.1   Execution Version   INCREMENTAL REVOLVING LOAN AMENDMENT   This INCREMENTAL REVOLVING LOAN AMENDMENT (this “Amendment”),…
To view the full exhibit click here

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.

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