Surgery Partners launches public offering of 23.5M shares at $24.50 and $225M private placement to Bain Capital

Surgery Partners, Inc.

Public offering of 23,469,388 shares at $24.50/share, with option for up to 3,520,408 additional shares.
Concurrent private placement of $225 million (9,183,673 shares at $24.50/share) to Bain Capital affiliate.
Public offering expected to close Nov 23, 2022; private placement expected within 30 days.
Private placement is exempt from registration under Section 4(a)(2) and Rule 506(b).
Shares issued to Bain Capital will be subject to restrictive legend; registration rights agreement to be amended.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Surgery Partners, Inc. entered into Purchase Agreement with an affiliate of its controlling shareholder ("Bain Capital") valued at $225 million (effective 2022-11-21).

Action: entry
Agreement: equity purchase
Counterparty: an affiliate of its controlling shareholder ("Bain Capital")
Value: $225 million
Effective: 2022-11-21

Exact text from the filing

In connection with the Public Offering, the Company undertook a concurrent private placement (the “ Private Placement ”) of $225 million of its common stock to an affiliate of its controlling shareholder (“ Bain Capital ”). In connection with the Private Placement, the Company and Bain Capital entered into a stock purchase agreement (the “ Purchase Agreement ”) pursuant to which the Company has agreed to sell and issue to Bain Capital, up to an aggregate of 9,183,673 shares of the Company’s common stock.

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Surgery Partners, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-22-121217

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