Surgery Partners, Inc. Announces Add-On Senior Notes Offering

Rhea-AI Summary

Surgery Partners (NASDAQ:SGRY) announced that subsidiary Surgery Center Holdings intends to offer an additional $425.0 million aggregate principal amount of its 7.250% senior unsecured notes due 2032, to be issued as part of the same series as the April 2024 notes.

The Notes will be guaranteed on a senior unsecured basis by each domestic wholly owned subsidiary that guarantees the issuer’s senior secured credit facilities. Net proceeds are intended for general corporate purposes, including possible repayment of outstanding borrowings under the company’s revolving credit facility. The offering will be limited to qualified institutional buyers (Rule 144A) in the U.S. and non-U.S. persons under Regulation S, and the Notes will not be registered under the Securities Act.

Positive

• Additional $425.0M long-term debt raised
• Proceeds may repay revolving credit borrowings
• Notes issued as same series as April 2024 notes

Negative

• 7.250% interest obligation through 2032
• Notes are senior unsecured, adding unsecured leverage
• Offering limited to QIBs/Reg S, restricting liquidity

Key Figures

Add-on notes size $425.0 million Additional aggregate principal amount of 7.250% senior unsecured notes due 2032

Coupon rate 7.250% Interest rate on senior unsecured notes due 2032

Maturity year 2032 Maturity of the senior unsecured notes

Market Reality Check

$16.08 Last Close

Volume Volume 3,921,028 is 1.82x the 20-day average of 2,157,744, indicating elevated trading interest ahead of the notes offering. high

Technical Shares at $16.53 trade below the $21.70 200-day MA and 36.81% under the 52-week high of $26.16, while sitting 10.64% above the 52-week low of $14.94.

Peers on Argus

SGRY fell 5.05% with high volume, while key peers showed mixed, smaller moves: AMED -0.03%, ACHC -1.15% versus LFST +4.33% and ADUS +2.84%, suggesting a stock-specific reaction to the notes offering rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	Strategic partnership	Positive	-2.7%	Joint venture with Baylor Scott & White for 16-bed hospital.
Nov 10	Earnings release	Negative	-25.4%	Q3 2025 results with net loss and cautious outlook commentary.
Oct 24	Earnings call notice	Neutral	+0.4%	Announcement of Q3 2025 earnings release date and call details.
Aug 05	Earnings release	Positive	-0.3%	Q2 2025 revenue and EBITDA growth with reaffirmed full-year guidance.
Jul 18	Earnings call notice	Neutral	-1.3%	Scheduling second quarter 2025 earnings release and conference call.

Pattern Detected

Recent history shows several instances where positive or neutral corporate updates were followed by share price weakness, especially around earnings and strategic announcements.

Recent Company History

Over the last six months, Surgery Partners reported growing revenue and Adjusted EBITDA in Q2 and Q3 2025, but remained in a net loss position, and the stock fell 25.42% on the Q3 earnings release. Operationally, the company expanded via a joint venture for a 16-bed hospital announced on Dec 08, 2025, yet shares still declined 2.73%. Routine earnings call scheduling updates in July and October saw only modest price moves. Against this backdrop, the new 7.250% senior notes add-on fits a pattern of balance-sheet focused actions amid ongoing losses and elevated debt.

Market Pulse Summary

This announcement details an additional $425.0 million of 7.250% senior unsecured notes due 2032, with proceeds earmarked for general corporate purposes, including potential repayment of revolving credit borrowings. In the context of recent filings showing significant existing debt and interest expense, investors may focus on how this add-on affects leverage and future earnings. Monitoring upcoming earnings reports and cash flow trends will be important to evaluate the impact of this financing on overall financial flexibility.

Key Terms

senior unsecured notes financial

"an additional $425.0 million aggregate principal amount of its 7.250% senior unsecured notes due 2032"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

revolving credit facility financial

"including, but not limited to, repaying outstanding borrowings under its revolving credit facility"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

qualified institutional buyers regulatory

"offered and sold only to persons reasonably believed to be “qualified institutional buyers” in the United States"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Rule 144A regulatory

"pursuant to Rule 144A under the Securities Act of 1933, as amended"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

BRENTWOOD, Tenn., Dec. 11, 2025 (GLOBE NEWSWIRE) -- Surgery Partners, Inc. (NASDAQ:SGRY) (“Surgery Partners” or the “Company”), a leading short-stay surgical facility owner and operator, announced today that Surgery Center Holdings, Inc., a wholly owned subsidiary of the Company (the “Issuer”), intends to offer, subject to market and other considerations, an additional $425.0 million aggregate principal amount of its 7.250% senior unsecured notes due 2032 (the “Notes”). The Notes will be guaranteed (the “Guarantees”) on a senior unsecured basis by each domestic wholly-owned subsidiary of the Issuer that guarantees its obligations under its senior secured credit facilities. The notes will be issued as part of the same series as the Issuer’s 7.250% senior notes due 2032 originally issued in April 2024.

Surgery Partners intends to use the net proceeds from this offering for general corporate purposes, including, but not limited to, repaying outstanding borrowings under its revolving credit facility.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. The Notes and the Guarantees are being offered and sold only to persons reasonably believed to be “qualified institutional buyers” in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes and the Guarantees have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

About Surgery Partners

Headquartered in Brentwood, Tennessee, Surgery Partners is a leading healthcare services company with a differentiated outpatient delivery model focused on providing high-quality, cost-effective solutions for surgical and related ancillary care in support of both patients and physicians. Founded in 2004, Surgery Partners is one of the largest and fastest growing surgical services businesses in the country, with more than 200 locations in 30 states, including ambulatory surgery centers, surgical hospitals, multi-specialty physician practices and urgent care facilities.

Forward-Looking Statements

This press release contains forward-looking statements, including those regarding Surgery Partners’ intention to offer and sell, and apply the net proceeds of, the Notes. These statements include, but are not limited to, the Company’s expectations regarding the proposed offering. 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 current expectations and beliefs as of the date of this release and are subject to risks, uncertainties and other factors that may cause actual results to differ materially from the expectations discussed in, or implied by, the forward-looking statements. Many of these factors are beyond our ability to control or predict including, without limitation, the risk that the proposed offering is not completed on the terms or in the amounts anticipated, or at all, and the other risks and uncertainties identified and discussed in the Company’s reports filed with the SEC, including in Item 1A under the heading "Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 7, 2025 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, filed on May 12, 2025, August 5, 2025 and November 10, 2025, respectively. Except as required by law, neither the Company nor the Issuer undertakes any 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.

Contact:

Surgery Partners Investor Relations 
(615) 234-8940
IR@surgerypartners.com

FAQ

What is Surgery Partners (SGRY) offering on December 11, 2025?

Surgery Center Holdings intends to offer an additional $425.0 million of 7.250% senior unsecured notes due 2032.

How will Surgery Partners (SGRY) use proceeds from the $425M notes offering?

The company intends to use net proceeds for general corporate purposes, including repaying borrowings under its revolving credit facility.

Who can buy the new SGRY notes offering?

The Notes are offered only to persons reasonably believed to be qualified institutional buyers in the U.S. under Rule 144A and to non-U.S. persons under Regulation S.

What are the key terms of the new Surgery Partners (SGRY) notes?

They are 7.250% senior unsecured notes due 2032, guaranteed by domestic subsidiaries that guarantee the issuer’s senior secured credit facilities.

Will the new SGRY notes be registered under the Securities Act?

No; the Notes and Guarantees have not been and will not be registered under the Securities Act and rely on exemptions for the offering.