Sec Form 13D Filing - BCPE Seminole Holdings LP filing for Surgery Partners, Inc. (SGRY) - 2025-01-28

Item 4 of the Initial Statement is hereby amended and supplemented by adding the following at the end of Item 4 of the Initial Statement:On the evening of January 27, 2025, Bain Capital Private Equity, LP, the investment advisor to funds invested through the Reporting Persons, delivered on behalf of the Reporting Persons a non-binding proposal (the "Proposal") to the Board of Directors (the "Board") of the Issuer offering to acquire all of the outstanding shares of Common Stock that the Reporting Persons do not already own for cash consideration of $25.75 per share (the "Proposed Transaction"), on the terms and subject to the conditions set forth in the Proposal. The Reporting Persons have not proposed any specific structure for the Proposed Transaction nor have the Reporting Persons received any feedback from the Issuer. The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal, which is filed herewith as Exhibit 12 and incorporated herein by reference.The Proposal is non-binding and does not obligate in any way the Reporting Persons or the Issuer to negotiate or enter into definitive transaction documentation with respect to a transaction or otherwise complete the Proposed Transaction, and a binding commitment with respect to the Proposed Transaction will result only from the execution and delivery of definitive transaction documentation. Any definitive transaction documentation entered into in connection with the Proposed Transaction is likely to be subject to customary closing conditions. The Reporting Persons make no assurances that any definitive transaction agreement will be entered into with respect to the Proposed Transaction contemplated by the Proposal, or that the Potential Transaction will be consummated, even if the Issuer accepts the Proposal, and make no assurances as to the terms of any such transaction if one were to be consummated.Neither the Proposal nor this Amendment No. 9 is meant to be, nor should be construed as, an offer to buy or a solicitation of an offer to sell any of the Issuer's securities.If the Proposed Transaction is consummated, one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D may result, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, other material changes in the Issuer's business or corporate structure, and the shares of the Common Stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act and would be delisted from the Nasdaq Global Stock Market.The Reporting Persons intend to continue to engage in discussions with, among others, the Issuer and the Board and/or third parties, including debt and equity financing sources and other relevant parties and may take other actions concerning any extraordinary corporate transaction (including but not limited to a merger, reorganization or liquidation) or the business, operations, assets, strategy, future plans, prospects, corporate structure, Board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing or de-registration of the Issuer, which discussions may include proposing or considering proposals and counterproposals. The Reporting Persons reserve the right to modify or withdraw the Proposal at any time. While the Proposal remains under consideration by the Issuer, the Reporting Persons and their affiliates expect to respond to inquiries from, and negotiate the terms of the Proposal with, the Issuer and its representatives. The Reporting Persons do not intend to update additional disclosures regarding the Proposal until a definitive agreement has been reached with respect to the Proposed Transaction, or unless disclosure is otherwise required under applicable U.S. securities laws.The Reporting Persons intend to regularly review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced in this Statement, as may be further amended from time to time, and any limitations imposed by the Issuer's financial position and strategic direction, actions taken by the Board (or any committee thereof), price levels of the Issuer's securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry con ditions, take such actions with respect to the investment in the Issuer as they deem appropriate. These actions may include, (i) acquiring additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, "Securities") in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.Although the foregoing reflects activities presently contemplated by the Reporting Persons, the foregoing is subject to change at any time, and the Reporting Persons reserve their right to change their plans and intentions with respect to the Issuer, including in connection with any of the actions described in this Item 4, including any terms related to the Proposal. Any action taken by the Reporting Persons may be effected at any time and from time to time, subject to applicable limitations imposed by applicable law.

As of the date hereof, BCPE Seminole holds 10,708,102 shares of Common Stock, representing approximately 8.4% of the issued and outstanding shares of Common Stock, BCPE Seminole II holds 30,055,197 shares of Common Stock, representing approximately 23.6% of the issued and outstanding shares of Common Stock, BCPE Seminole III holds 4,232,353 shares of Common Stock, representing approximately 3.3% of the outstanding shares of Common Stock, and BCPE Seminole IV holds 4,951,320 shares of Common Stock, representing approximately 3.9% of the outstanding shares of Common Stock.As a result of the foregoing and the relationships described in Item 2(a) of this Statement, the Reporting Persons may be deemed to beneficially own an aggregate of 49,946,972 shares of Common Stock, representing approximately 39.3% of the issued and outstanding shares of Common Stock.Ownership percentages set forth in this Statement are based upon a total of 127,113,514 shares of Common Stock issued and outstanding as of November 5, 2024, as reported by the Issuer in the Quarterly Report on Form 10-Q filed by the Issuer on November 12, 2024 for the quarterly period ending September 30, 2024.

The information included in part (a) of Item 5 above is incorporated by reference herein.

During the past 60 days, the Reporting Persons have not effected any transactions with respect to the Common Stock.

To the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, any of the shares of Common Stock beneficially owned by the Reporting Persons as described in this Item 5.

Not applicable.

Item 6 of the Initial Statement is hereby amended and supplemented by adding the following at the end of Item 6 of the Statement:The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference.

Exhibit 12Proposal, dated January 27, 2025.