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Surgery Partners, Inc. Announces Pricing of Upsized $575 Million Public Offering of Common Stock and $225 Million Concurrent Private Placement to Bain Capital

Surgery Partners, Inc.
Surgery Partners, Inc.

BRENTWOOD, Tenn., Nov. 21, 2022 (GLOBE NEWSWIRE) -- Surgery Partners, Inc. (Nasdaq: SGRY) (“Surgery Partners”) today announced the pricing of its upsized underwritten public offering of $575 million of its common stock at a public offering price of $24.50 per share. Gross proceeds to Surgery Partners from the offering are expected to be approximately $575 million, before deducting underwriting discounts and commissions and other offering expenses payable by Surgery Partners. In addition, Surgery Partners has granted the underwriters a 30-day option to purchase up to an additional $86.25 million of its common stock, at the public offering price less underwriting discounts and commissions. All of the shares in the offering are being sold by Surgery Partners. The offering is expected to close on or about November 23, 2022, subject to customary closing conditions.

BofA Securities, J.P. Morgan, Barclays, and Jefferies are acting as lead bookrunning managers, and RBC Capital Markets, KKR Capital Markets LLC, Macquarie Capital, Mizuho, and SVB Securities are acting as bookrunning managers for the public offering. In addition, BofA Securities is acting as Surgery Partners’ financial advisor in connection with the offering.

An affiliate of Bain Capital, Surgery Partners’ controlling stockholder, has agreed to purchase $225 million of common stock in a concurrent private placement at the same public offering price per share as the purchasers in the underwritten public offering. The concurrent private placement is expected to close within 30 days of the date of the underwritten public offering, subject to the satisfaction of customary closing conditions.

Surgery Partners expect to use proceeds from the offering and the concurrent private placement to repay portions of our long term indebtedness, with the remainder for general corporate purposes.

The shares are being offered pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission (the “SEC”) on January 25, 2021. A preliminary prospectus relating to the offering was filed with the SEC and is available on the SEC’s website at www.sec.gov. An electronic copy of the final prospectus supplement and accompanying base prospectus relating to the offering, when filed, will be available on the SEC’s website at www.sec.gov and may also be obtained, when available, by contacting BofA Securities NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or email at dg.prospectus_requests@bofa.com; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or telephone: 1-866-803-9204 or by email at prospectus-eq_fi@jpmchase.com; or Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, email: barclaysprospectus@broadridge.com, tel: (888) 603-5847; or Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone: (877) 821-7388, or by e-mail: Prospectus_Department@Jefferies.com; or RBC Capital Markets, Attention: Equity Capital Markets, 200 Vesey Street, 8th Floor, New York, NY 10281, or by telephone at (877) 822-4089, or by email at equityprospectus@rbccm.com; or KKR Capital Markets LLC at 30 Hudson Yards, 7500 New York, NY 10001; or Macquarie Capital (USA) Inc., 125 West 55th Street, New York, NY 10019, Attention: Syndicate Department, telephone: (212)-231-1000, or by emailing: MacquarieEquitySyndicateUSA@macquarie.com; or Mizuho Securities USA LLC, Attention: Equity Capital Markets, 1271 Avenue of the Americas, 3rd Floor, New York, NY 10020, by email at US-ECM@us.mizuho-sc.com, or by telephone at (212) 205-7600; or SVB Securities LLC, Attention: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, by telephone at (800) 808-7525, ext. 6132, or by email at syndicate@svbsecurities.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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 32 states, including ambulatory surgery centers, surgical hospitals, multi-specialty physician practices and urgent care facilities.

Forward-Looking Statements

This press release contains forward-looking statements, including but not limited to, statements relating to Surgery Partners’ expectations regarding the completion, timing and size of the proposed public offering, concurrent private placement and the intended use of net proceeds therefrom. 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, though not all forward-looking statements use these words or 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 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, risks and uncertainties related to the satisfaction of customary closing conditions related to the proposed public offering and concurrent private placement, and the other risks identified in Item 1A under the heading “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 1, 2022 and the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022, filed on May 3, 2022, August 2, 2022, and November 8, 2022, respectively. Except as required by law, Surgery Partners does not undertake any 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