SGRY Surgery Partners Inc

Item 1.01 Entry into a Material Definitive Agreement.

On March 31, 2016, Surgery Center Holdings, Inc. (the “Issuer”), a wholly owned subsidiary of Surgery Partners, Inc. (the “Registrant”), completed the issuance and sale of $400 million in gross proceeds of the Issuer’s 8.875% senior unsecured notes due 2021 (the “Notes”). The Notes were issued pursuant to an Indenture dated March 31, 2016 (the “Indenture”) among the Issuer, certain subsidiaries of the Issuer, as guarantors (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).

The Notes, which are senior unsecured obligations of the Issuer, will mature on April 15, 2021, and will bear interest at the rate of 8.875% per year, with interest payable semi-annually on April 15 and October 15 of each year, beginning on October 15, 2016. Subject to certain conditions, the Issuer may redeem up to 35% of the principal amount of the Notes at any time prior to April 15, 2018 with the net cash proceeds of certain equity issuances at a price equal to 108.875% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, subject to the rights of holders of Notes, at any time prior to April 15, 2018, the Issuer may redeem the Notes in whole or in part, at its option, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the relevant Applicable Premium (as defined in the Indenture), plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. On and after April 15, 2018, the Issuer may redeem the Notes in whole or in part, at its option, at the redemption prices set forth below (expressed as a percentage of the principal amount of the Notes to be redeemed), plus accrued and unpaid interest to, but excluding, the date of redemption if redeemed during the 12-month period beginning on April 15 of each of the years indicated below:

The foregoing descriptions of the Indenture governing the Notes and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text thereof filed as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.