September 29, 2015

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4561

 

Re:

Surgery Partners, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-206439)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several underwriters of the Company’s proposed public offering of up to 14,285,000 shares of common stock as well as the sale by the selling stockholders named in the Preliminary Prospectus of 2,142,750 shares of common stock to be sold by the selling stockholders if the underwriters exercise their option to purchase additional shares in full, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Washington D.C. time, on September 30, 2015, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the Act, we wish to advise you that we have made the following distribution of the Company’s Preliminary Prospectus, dated September 21, 2015, through the date hereof:

Preliminary Prospectus dated September 21, 2015:

3,942 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

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Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

GOLDMAN, SACHS & CO.

JEFFERIES LLC

As Representatives of the several Underwriters

 

MERRILL LYNCH, PIERCE, FENNER & SMITH                                 INCORPORATED
By:		/s/ Richard A. Diaz
		Name: Richard A. Diaz
		Title:   Authorized Signatory
GOLDMAN, SACHS & CO.
By:		/s/ Matt Leavitt
		Name: Matt Leavitt
		Title:   Managing Director
JEFFERIES LLC
By:		/s/ Daniel Decelles
		Name: Daniel Decelles
		Title:   Managing Director

[Signature Page to Underwriter Acceleration Request]