Item 7.01.
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Regulation FD Disclosure.
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As previously reported on May 11, 2017, Surgery
Partners, Inc. (the Company) announced that, on May 9, 2017, it had entered into transactions pursuant to which the Company (i) agreed to acquire NSH Holdco, Inc., a Delaware corporation (NSH), through a merger of SP
Merger Sub, Inc., a wholly owned subsidiary of the Company (Merger Sub), with and into NSH (the Merger), pursuant to an Agreement and Plan of Merger, by and among the Company, Merger Sub, NSH, and IPC / NSH, L.P., solely in
its capacity as sellers representative, (ii) agreed to issue to BCPE Seminole Holdings LP, a Delaware limited partnership (Bain Capital), an affiliate of Bain Capital Private Equity, up to 320,000 shares of preferred stock,
par value $0.01 per share, of the Company, to be created out of the authorized and unissued shares of preferred stock of the Company and designated as 10.00% Series A Convertible Perpetual Participating Preferred Stock at a purchase price per share
of $1,000 (the Preferred Private Placement) and (iii) in connection with the Merger and the Preferred Private Placement, entered into a Stock Purchase Agreement, by and among the Company, H.I.G. Surgery Centers, LLC
(H.I.G.), H.I.G. Bayside Debt & LBO Fund II L.P. (for the purposes stated therein) and Bain Capital, pursuant to which H.I.G. has agreed to sell 26,455,651 shares of common stock, par value $0.01 per share, of the Company, to
Bain Capital at a purchase price per share of $19.00 in cash.
In connection with these transactions, the Company has provided potential
financing sources with certain information in a presentation dated May 23, 2017 that has not been previously reported by the Company. Such information is furnished and contained in Exhibit 99.1 to this Current Report on Form
8-K
and incorporated herein by reference.
The information contained in this Item 7.01 and in the
accompanying exhibit shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
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 certain financial information related to the transactions described in this report, 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 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 Form
10-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.