UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): | ||
| (Exact Name of Registrant as Specified in Charter) | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(615 ) 234-5900
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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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 ☐
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. ☐
Item 7.01 Regulation FD Disclosure
On December 6, 2023, the Company put out a press release announcing its wholly-owned subsidiary, Surgery Center Holdings, Inc., intends to refinance its existing term loan. The Company is furnishing this press release as Exhibit 99.1.
The information in this Current Report and the exhibit hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.
Forward-Looking Statements
This report contains “forward-looking” statements, including statements regarding the term loan refinancing. These statements include, but are not limited to, the Company’s expectations regarding the term loan refinancing. 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 but not limited to the risk that we may not be able to consummate the term loan refinancing on the terms or timeline anticipated, if at all, and the other risks identified in Item 1A under the heading “Risk Factors” in our recent Annual Report on Form 10-K and in the Company’s current reports on Form 10-Q. 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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SIGNATURES
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. | |||||||||||
Date: | December 6, 2023 | By: | /s/ David T. Doherty | ||||||||
| David T. Doherty | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
Exhibit 99.1
SURGERY PARTNERS, INC. COMPLETES REFINANCING TRANSACTION
BRENTWOOD, Tenn., December 6, 2023 (GLOBE NEWSWIRE) - Surgery Partners, Inc. (NASDAQ:SGRY) (“Surgery Partners” or the “Company”), a leading short-stay surgical facility owner and operator, announced today that Surgery Center Holdings, Inc., a wholly owned subsidiary of the Company, has received commitments for a new $1.4 billion senior secured term loan (the “New Term Loan”). Upon closing (such date, the “Closing Date”), the new Term Loan will bear interest at a rate equal to 3.50% per annum in excess of the applicable Secured Overnight Financing Rate (SOFR) index rate (or, at the option of the Company, 2.50% per annum in excess of an adjusted base rate), will mature on the date that is seven years after the Closing Date and will be subject to customary terms and conditions. Additionally, the Company expects to refinance and increase its existing revolving credit facility with a new senior secured revolving credit facility in an aggregate principal amount of approximately $703.75 million (together with the New Term Loan, the “New Credit Facilities”) that matures five years after the Closing Date, on customary terms and conditions.
The Company intends to use the net cash proceeds from the New Term Loan to repay in full its existing senior secured term loan due 2026, and to fund transaction fees and expenses in connection with the foregoing. The closing of the New Credit Facilities is subject to customary conditions and is expected to occur in December 2023.
Dave Doherty, Chief Financial Officer of Surgery Partners, noted “We are pleased with the support from investors in our refinanced term loan and the banking syndicate that supports our revolving credit facility. This new term loan provides more favorable terms, extends the maturity date and has a more favorable interest rate than our prior term loan, reducing interest costs. Combined with an increased revolving credit facility, our strong liquidity position positions us well to continue to execute on our Adjusted EBITDA growth goals.”
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 180 locations in 31 states, including ambulatory surgery centers, surgical hospitals, multi-specialty physician practices and urgent care facilities. For additional information, visit www.surgerypartners.com.
Forward-Looking Statements
This press release contains forward-looking statements, including those regarding the term loan and revolving credit agreement refinancing transactions, including the anticipated timing, amount and use of proceeds of the refinancing transactions. These statements can be identified by the use of words such as “believes," “anticipates,” “expects,” “intends,” “plans,” “continues,” “estimates,” “predicts,” “projects,” “forecasts,” “may,” “could,” and similar expressions. All forward-looking statements are based on current expectations and beliefs as of the date of this release and are subject to risks, uncertainties and other factors that may cause actual results to differ materially from the expectations discussed in, or implied by, the forward-looking statements. Many of these factors are beyond our ability to control or predict including, without limitation, reductions in payments from government health care programs and private insurance payors, such as health maintenance organizations, preferred provider organizations, and other managed care organizations and employers; our ability to contract with private insurance payors; changes in our payor mix or surgical case mix; failure to maintain or develop relationships with physicians on beneficial or favorable terms, or at all; the impact of payor controls designed to reduce the number of surgical procedures; our efforts to integrate operations of acquired businesses and surgical facilities, attract new physician partners, or acquire additional surgical facilities; supply chain issues, including shortages or quality control issues with surgery-related products, equipment and medical supplies; competition for physicians, nurses, strategic relationships, acquisitions and managed care contracts; our ability to attract and retain qualified health care professionals; our ability to enforce non-compete restrictions against our physicians; our ability to manage material liabilities whether known or unknown incurred as a result of acquiring surgical facilities; the impact of future legislation and other health care regulatory
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reform actions, and the effect of that legislation and other regulatory actions on our business; our ability to comply with current health care laws and regulations; the outcome of legal and regulatory proceedings that have been or may be brought against us; the impact of cybersecurity attacks or intrusions, changes in the regulatory, economic and other conditions of the states where our surgical facilities are located; our indebtedness; the social and economic impact of a pandemic, epidemic or outbreak of a contagious disease, such as COVID-19, on our business; and the risks and uncertainties identified and discussed from time to time in the Company’s reports filed with the SEC, including in Item 1A under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. 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.
Contact:
Surgery Partners Investor Relations
(615) 234-8940
IR@surgerypartners.com
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