Item 1.01. Entry into a Material Definitive Agreement.
Surgery Partners, Inc. (“Surgery Partners” or the “Company”) announced on May 25, 2017 that Surgery Center Holdings, Inc., a Delaware corporation (the “Issuer”), an indirect, wholly-owned subsidiary of the Company, 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”). As a result, the Issuer, the guarantors under the Indenture and Wilmington Trust, National Association, as trustee (the “Trustee”), entered into a Third 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 payment by the Issuer of the consent consideration in accordance with the terms and conditions of the Issuer’s Consent Solicitation Statement, dated May 18, 2017, to Ipreo LLC, pursuant to the terms of the Supplemental Indenture.
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 a series of transactions that were announced by the Company on May 10, 2017 (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).
The Supplemental Indenture is attached hereto as Exhibit 4.1. The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is incorporated herein by reference.
Item 8.01. Other Events.
On May 25, 2017, the Company issued a press release announcing that the Issuer had solicited the requisite consents to close the Consent Solicitation and therefore was able to and did enter into the Supplemental Indenture described above. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
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 Company’s 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 management’s 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 Company’s reports filed with the SEC, including the Company’s 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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4.1
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Third Supplemental Indenture, dated as of May 25, 2017, by and among Surgery Center Holdings, Inc., the guarantors listed therein and Wilmington Trust, National Association, as trustee.
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99.1
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Press Release dated May 25, 2017.
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