Surgery Partners, Inc. Announces Receipt of Requisite Consents and Expiration of its Consent Solicitation Relating to its Sen...
26 Mai 2017 - 02:12AM
Surgery Partners, Inc. (“Surgery Partners”) announced today that
Surgery Center Holdings, Inc., a Delaware corporation (the
“Issuer”), has received the consents necessary to effect certain
amendments (the “Amendments”) to certain provisions of the
indenture (the “Indenture”) governing its 8.875% Senior Notes due
2021 (the “Notes”).
The Issuer received the consents of holders of a majority of the
aggregate principal amount of the Notes prior to the expiration
time of 5:00 p.m., New York City time, on May 25, 2017. As a
result, the Issuer, the guarantors and the trustee entered into a
supplemental indenture (the “Supplemental Indenture”), which became
effective upon the execution thereof by the Issuer and the trustee,
to effect the Amendments. The Amendments will become operative
upon, but not prior to, payment by the Issuer of the Consent
Consideration (as defined below) to Ipreo LLC, who is acting as the
paying agent for the solicitation (the “Paying Agent”), pursuant to
the terms of the Supplemental Indenture.
On May 10, 2017, Surgery Partners, the parent of the Issuer, and
National Surgical Healthcare (“NSH”), an owner and operator of
surgical facilities in partnership with local physicians, announced
that they entered into a definitive merger agreement pursuant to
which Surgery Partners will acquire NSH from Irving Place Capital
for approximately $760 million (the “Merger”).
Funding for Surgery Partners’ acquisition of NSH will be
provided in part by an affiliate of Bain Capital Private Equity, a
leading global private investment firm, which as part of the
transaction is injecting capital in exchange for preferred stock in
the Company (the “Preferred Private Placement”). Further, in
conjunction with the Merger and the Preferred Private Placement, an
affiliate of Bain Capital Private Equity will acquire H.I.G.
Capital’s existing equity stake in Surgery Partners (the “Private
Sale” and, together with the Preferred Private Placement, the
“Transactions”).
The Amendments (i) amend the Change of Control definition
relating to the Notes (as set forth in the Indenture) such that the
Issuer is not required to make a Change of Control Offer, as
defined in the Indenture, with respect to the Notes in connection
with the Transactions and (ii) amend the definition of Sponsor (as
defined in the Indenture) to add Bain Capital Private Equity, LP,
its affiliates and certain related parties thereto (collectively,
“Bain”) as a Sponsor and, effective immediately following the
consummation of the Transactions, remove H.I.G. Capital, LLC, its
affiliates and certain related parties thereto as a Sponsor, such
that Bain shall thereafter constitute a Permitted Holder (as
defined in the Indenture).
Subject to the satisfaction or waiver of the Conditions (as
defined in the Consent Solicitation Statement), the Issuer will
make a cash payment of $2.50 for each $1,000 in aggregate principal
amount of Notes for which a consent was validly delivered and not
withdrawn prior to the execution of the Supplemental Indenture in
accordance with the terms and conditions of the Consent
Solicitation Statement, dated May 18, 2017 (the “Consent
Consideration”). The Issuer will pay the Consent
Consideration to the Paying Agent immediately prior to the closing
of Transactions, subject to the Issuer’s reasonable expectation
that one or both of the Transactions will close immediately
following the payment of the Consent Consideration. The
Paying Agent will subsequently distribute the Consent Consideration
to consenting Holders who consented and did not revoke such consent
prior to the Expiration Date.
Jefferies LLC acted as the Solicitation Agent. Any persons
with questions regarding the consent solicitations should contact
Jefferies LLC collect at (203) 363-8273 or toll free in the US at
(888) 708-5831.
Copies of the Consent Solicitation Statement and other related
documents may be obtained from Ipreo LLC by calling, for banks and
brokers, (212) 849-3880, or toll-free in the US at (888) 593-9546,
or by email at consent@ipreo.com.
This announcement is for informational purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
Notes or any other securities. This announcement is also not a
solicitation of consents with respect to the Amendments or any
securities.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding whether the Supplemental
Indenture will be executed, whether the Transactions will be
completed, the anticipated consequences and benefits of the
Transactions, the timing of the payment of the Consent
Consideration and other information and statements that are not
historical facts. These forward-looking statements involve certain
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by these statements.
These risks and uncertainties include the receipt and timing of
necessary regulatory approval to close the Transactions as well as
other factors. These forward-looking statements speak only as of
the date of this release. We expressly disclaim any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in
our expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is
based.
About Surgery Partners
Headquartered in Nashville, Tennessee, Surgery Partners is a
leading healthcare services company with a differentiated
outpatient delivery model focused on providing high quality, cost
effective solutions for surgical and related ancillary care in
support of both patients and physicians. Founded in 2004,
Surgery Partners is one of the largest and fastest growing surgical
services businesses in the country, with more than 150 locations in
29 states, including ambulatory surgical facilities, surgical
hospitals, a diagnostic laboratory, multi-specialty physician
practices and urgent care facilities.
Contacts:
Surgery Partners, Inc.
Teresa Sparks, Chief Financial Officer
(615) 234-8940
IR@surgerypartners.com
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