SGRY Surgery Partners Inc

On March 24, 2016, SP Holdco I, Inc. and Surgery Center Holdings, Inc. (each an indirectly wholly-owned subsidiary of Surgery Partners, Inc.) along with certain other indirectly wholly-owned entities (the “Guarantors,” and together with SP Holdco I, Inc. and Surgery Center Holdings, Inc., the “Subsidiaries”) that each guarantee the First Lien Credit Agreement (as defined herein) entered into an amendment (the “Incremental Term Loan Amendment”) to the First Lien Credit Agreement, dated as of November 3, 2014 (as amended, the “First Lien Credit Agreement”), by and among the Subsidiaries, the Incremental Lenders, Jefferies Finance LLC, as the Administrative Agent and the Collateral Agent thereunder, and Jefferies Finance LLC, as Issuing Bank (as amended, restated, amended and restated, supplemented or otherwise modified from time to time). The Incremental Term Loan Amendment amends the First Lien Credit Agreement to increase certain lenders’ commitments to Surgery Center Holdings, Inc. and enables Surgery Center Holdings, Inc. to obtain an incremental term loan in an aggregate principal amount of $80 million pursuant to the terms of the First Lien Credit Agreement and the Incremental Term Loan Amendment. Capitalized terms used in this description but not defined herein have the meanings given to them in the First Lien Credit Agreement, as amended by the Incremental Term Loan Amendment. A copy of the Incremental Term Loan Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K.

On March 28, 2016, Surgery Center Holdings, Inc. (the “Issuer”), entered into a purchase agreement with the representatives of certain initial purchasers, relating to the issuance and sale of $400 million in gross proceeds of the Issuer’s 8.875% senior unsecured notes due 2021. The net proceeds from the notes offering will be used to repay the borrowings outstanding under the Issuer’s senior secured second lien credit facility, to repay the outstanding balance on its revolving credit facility, to pay fees and expenses associated with the notes offering and for general corporate purposes. The consummation of the notes offering is subject to market and other conditions.