Washington, DC 20549










December 15, 2017

Date of report (date of earliest event reported)



Surgery Partners, Inc.

(Exact name of registrant as specified in its charter)








(State or other jurisdictions of
incorporation or organization)


File Number)


(I.R.S. Employer
Identification Nos.)


310 Seven Springs Way, Suite 500

Brentwood, Tennessee 37027

(Address of principal executive offices)


(615) 234-5900

(Registrant’s telephone number, including area code)


40 Burton Hills Boulevard, Suite 500

Nashville, Tennessee 37215

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:


o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company     o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o





Item 8.01                   Other Events.


On December 15, 2017, Surgery Partners, Inc. (the “Company”) announced that its Board of Directors has authorized a share repurchase program, pursuant to which the Company may repurchase up to $50.0 million of its issued and outstanding common stock from time to time. The authorization may be suspended, recommenced or discontinued at any time or from time to time without prior notice. A copy of the press release announcing the share repurchase program is attached as Exhibit 99.1 and is incorporated into this Item 8.01 by reference herein.


Item 9.01                   Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.





Press Release, dated December 15, 2017 issued by Surgery Partners, Inc.






Exhibit No.





Press Release, dated December 15, 2017 issued by Surgery Partners, Inc.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




Surgery Partners, Inc.









/s/ Teresa Sparks



Teresa Sparks
Executive Vice President, Chief Financial Officer


Date:  December 15, 2017




Exhibit 99.1






BRENTWOOD, Tenn., December 15, 2017 - Surgery Partners, Inc. (NASDAQ:SGRY) (“Surgery Partners” or the “Company”), a leading provider of surgical services, today announced that its Board of Directors has authorized a share repurchase program under which the Company may repurchase up to $50.0 million of its common stock.


Clifford Adlerz, Interim Chief Executive Officer of Surgery Partners, stated “The authorization of this share repurchase program underscores our commitment to creating value for our shareholders and our belief in the strength of our business and its underlying industry trends. We have a strong, diversified platform and see the opportunity to drive growth and optimize performance, creating value in our shares at the current valuation. We intend to maintain ample capital to support both internal and acquisition-based growth initiatives in line with our long-term strategy.”


The timing and size of repurchases will be determined based on market conditions and other factors. The authorization does not obligate the Company to repurchase any shares and the Company may repurchase shares of common stock at any time without prior notice. The Company’s share repurchases will be made in accordance with applicable securities laws in open market or privately negotiated transactions.  The authorization does not have a specified expiration date, and the share repurchase program may be suspended, recommenced or discontinued at any time or from time to time without prior notice.


Forward-Looking Statements


This press release contains forward-looking statements, including those attributed to our Interim Chief Executive Officer. These statements involve risks and uncertainties and assumptions relating to our operations, financial condition, business, prospects, growth strategy and liquidity, which may cause our actual results to differ materially from those projected by such forward-looking statements. You can identify forward-looking statements because they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance, the perceived value in our shares at current valuations or other events.


All forward-looking statements are subject to risks and uncertainties, including but not limited to those risks and uncertainties described in “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 that may cause actual results to differ materially from those that we expected.


The forward-looking statements made in this press release are made only as of the date of the hereof. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information or otherwise. More information about potential factors that could affect our business and financial results is included in our filings with the Securities and Exchange Commission.



About Surgery Partners


Headquartered in Brentwood, 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 surgery centers, surgical hospitals, a diagnostic laboratory, multi-specialty physician practices and urgent care facilities.




FTI Consulting

(615) 234-8940