Item 1.01 Entry into a Material Definitive Agreement.
On January 27, 2021, Surgery Partners, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with J.P. Morgan
Securities LLC and Jefferies LLC acting as representatives of the several
underwriters (the "Underwriters"), relating to a public offering (the
"Offering") of 7,500,000 shares (the "Firm Shares") of the Company's common
stock, $0.01 par value per share (the "Common Stock"), at a price to the public
of $30.25 per share. In addition, the Company granted the Underwriters an option
to purchase up to an additional 1,125,000 shares (the "Optional Shares" and
together with the Firm Shares, the "Shares") of Common Stock at the same price
per share as the Firm Shares. Subject to customary closing conditions, the
closing of the Offering is expected to take place on February 1, 2021.
The Offering is being made only by means of a prospectus supplement and
accompanying prospectus. An automatic shelf registration statement (including a
prospectus) was filed with the Securities and Exchange Commission ("SEC") on
January 25, 2021, and became effective upon filing (Registration No. 333-252399)
(the "Registration Statement"). A prospectus supplement relating to the Offering
was filed with the SEC on January 25, 2021.
The above description of the Underwriting Agreement is qualified in its entirety
by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to
this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation of an Off-Balance Sheet
Arrangement of a Registrant.
On January 27, 2021, 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 Registrant, 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
January 27, 2021 (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 August 31, 2017, 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 (as amended
prior to the date hereof) (the "Credit Agreement") to provide for an extension
of the maturity date of the Revolver to February 1, 2026 and an increase in the
outstanding commitments under the Revolver in an amount equal to $50.0 million.
The maturity extension and these additional commitments will automatically
become operative upon satisfaction by the Borrower of certain conditions
precedent set forth in the Amendment, including the closing of the offering of
the Firm Shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated January 27, 2021, among Surgery
Partners, Inc. and J.P. Morgan Securities LLC and Jefferies LLC, as
representatives of the several underwriters.
5.1 Opinion of Ropes & Gray LLP.
23.1 Consent of Ropes & Gray LLP (included in Exhibit 5.1 above)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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