Regulation FD Disclosure.
On June 19, 2017, Surgery Partners, Inc. (the Company) announced that its wholly owned subsidiary, Surgery Center Holdings, Inc., intends to raise $335 million in gross proceeds through an offering of senior notes due 2025 (the Offering). The Offering will be unregistered and conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the Securities Act).
In connection with the Offering, the Company disclosed certain estimated pro forma financial information related to a series of transactions that were announced by the Company on May 10, 2017 (the Transactions), including the Companys pending acquisition of National Surgical Healthcare, to prospective investors in a preliminary offering memorandum dated June 19, 2017 (the Preliminary Offering Memorandum). The Preliminary Offering Memorandum discloses certain information that has not previously been publicly disclosed by the Company. Pursuant to Regulation FD, the Company is furnishing as Exhibit 99.1 to this Current Report on Form 8-K, such information disclosed in the Preliminary Offering Memorandum.
The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
This report may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995 or by the U.S. Securities and Exchange Commission (the SEC) in its rules, regulations and releases. These statements include, but are not limited to, the Companys expectations regarding the Transactions, including statements regarding the benefits of the Transactions, the anticipated timing of the Transactions and the expected closing of the Transactions, and the performance of its business and the other non-historical statements. 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 managements 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 the parties are unable to obtain required regulatory approvals, the risk that the parties are unable to satisfy other conditions to the consummation of the Transactions, the occurrence of any event, change or other circumstance that could give rise to any of the agreements comprising the Transactions, the risk that the Transactions may involve unexpected costs, liabilities or delays, and such other the risks identified and discussed from time to time in the Companys reports filed with the SEC, including the Companys most recent Annual Report on Form 10-K. Readers are strongly encouraged to review carefully the full cautionary statements described in these reports. 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.