Item 1.01 Entry into a Material Definitive Agreement.
On November 8, 2021, Surgery Partners, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with BofA Securities, J.P.
Morgan Securities LLC, and Jefferies LLC acting as representatives of the
several underwriters (the "Underwriters"), relating to a public offering (the
"Offering") of 6,000,000 shares (the "Firm Shares") of the Company's common
stock, $0.01 par value per share (the "Common Stock"), at a price to the public
of $46.50 per share. In addition, the Company granted the Underwriters an option
to purchase up to an additional 900,000 shares (the "Optional Shares" and
together with the Firm Shares, the "Shares") of Common Stock at the same price
per share as the Firm Shares. Subject to customary closing conditions, the
closing of the Offering is expected to take place on November 12, 2021.
The Offering was made pursuant to the Company's effective automatic shelf
registration statement on Form S-3, as amended (File No. 333-252399), including
the prospectus dated November 8, 2021, as supplemented by the prospectus
supplement dated November 8, 2021.
The above description of the Underwriting Agreement is qualified in its entirety
by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to
this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated November 8, 2021, among Surgery
Partners, Inc. and BofA Securities, J.P. Morgan Securities LLC and
Jefferies LLC, as representatives of the several underwriters.
5.1 Opinion of Ropes & Gray LLP.
23.1 Consent of Ropes & Gray LLP (included in Exhibit 5.1 above)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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