Item 1.01
Entry into a Material Definitive Agreement.
On June 30, 2017, SP Finco, LLC (the “Issuer”), a wholly owned subsidiary of Surgery Partners, Inc. (the “Registrant”), completed the issuance and sale of $370 million in gross proceeds (the “Gross Proceeds”) of the Issuer’s 6.750% senior unsecured notes due 2025 (the “Notes”) in a previously announced private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The Notes were issued pursuant to an indenture, dated June 30, 2017 (the “Indenture”), among the Issuer and Wilmington Trust, National Association, as trustee (the “Trustee”). The Gross Proceeds were deposited in an escrow account (the “Escrow Account”) established at Wilmington Trust, National Association (in such capacity, the “Escrow Agent”) in the name of the Trustee, not in its individual capacity but solely as Trustee, on behalf of the holders of the Notes. In connection with the closing of the Registrant’s previously disclosed acquisition of NSH Holdco, Inc. (the “NSH Acquisition”) and the release of the Gross Proceeds from the Escrow Account, the Issuer will be merged with and into Surgery Center Holdings, Inc. (the “Company”), a wholly owned subsidiary of the Registrant, with the Company surviving such merger and assuming the rights and obligations of the Issuer under the Notes and the Indenture by operation of law.
The Notes, which are senior unsecured obligations of the Issuer, will mature on July 1, 2025, and will bear interest at the rate of 6.750% per year, payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2018.
Subject to certain conditions, the Issuer may, at its option, redeem up to 40% of the aggregate principal amount of the Notes at any time prior to July 1, 2020, with the net cash proceeds of certain equity issuances at a price equal to 106.750% of the 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 July 1, 2020, 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 July 1, 2020, 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 July 1 of each of the years indicated below:
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Year
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|
Percentage
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|
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|
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2020
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103.375
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%
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2021
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101.688
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%
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2022
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100.000
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%
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In addition, if the NSH Acquisition does not occur on or prior to the applicable date set forth in the Indenture for such purpose or, if earlier, the Issuer notifies the Escrow Agent that the NSH Acquisition will not be closed, then the Issuer will be required to redeem the Notes within three business days (the date of such redemption, the “Special Mandatory Redemption Date”) for a price equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date.
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.