SURGERY PARTNERS, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 27, 2021, Surgery Partners, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with 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 7,500,000 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 $30.25 per share. In addition, the Company granted the Underwriters an option to purchase up to an additional 1,125,000 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 February 1, 2021.

The Offering is being made only by means of a prospectus supplement and accompanying prospectus. An automatic shelf registration statement (including a prospectus) was filed with the Securities and Exchange Commission ("SEC") on January 25, 2021, and became effective upon filing (Registration No. 333-252399) (the "Registration Statement"). A prospectus supplement relating to the Offering was filed with the SEC on January 25, 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 2.03 Creation of a Direct Financial Obligation of an Off-Balance Sheet

           Arrangement of a Registrant.

On January 27, 2021, SP Holdco I, Inc., a Delaware corporation ("Holdings"), and Surgery Center Holdings, Inc., a Delaware corporation (the "Borrower"), each a wholly-owned subsidiary of the Registrant, together with certain wholly-owned subsidiaries of the Borrower, entered into an amendment to the credit agreement governing their revolving credit facility (the "Revolver"), dated as of January 27, 2021 (the "Amendment"), with Jefferies Finance LLC, as administrative agent and collateral agent, and the other financial institutions party thereto from time to time, which amended and supplemented the credit agreement, dated as of August 31, 2017, by and among the Borrower, Holdings, certain wholly-owned subsidiaries of the Borrower party thereto from time to time, Jefferies Finance LLC, as administrative agent and collateral agent, and the other financial institutions party thereto from time to time (as amended prior to the date hereof) (the "Credit Agreement") to provide for an extension of the maturity date of the Revolver to February 1, 2026 and an increase in the outstanding commitments under the Revolver in an amount equal to $50.0 million. The maturity extension and these additional commitments will automatically become operative upon satisfaction by the Borrower of certain conditions precedent set forth in the Amendment, including the closing of the offering of the Firm Shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description

  1.1           Underwriting Agreement, dated January 27, 2021, among Surgery
              Partners, Inc. and 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 document)

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