Surgery Partners, Inc. Announces Pricing of Add-On Notes Offering

Rhea-AI Summary

Surgery Partners (NASDAQ:SGRY) priced an add-on offering of $425.0 million aggregate principal amount of 7.250% senior unsecured notes due 2032. The Issuer expects the offering to close on December 16, 2025, subject to customary closing conditions.

The Notes will be guaranteed by each domestic wholly-owned subsidiary that guarantees the Issuer’s senior secured credit facilities and will be issued as part of the same series as the $800.0 million of 7.250% senior notes due 2032 issued in April 2024. Surgery Partners intends to use net proceeds for general corporate purposes, including repaying borrowings under its revolving credit facility. The offering is being made under Rule 144A and Regulation S.

Positive

• $425M of additional term debt to fund corporate needs
• Net proceeds designated to repay revolving credit borrowings
• Notes guaranteed by domestic subsidiaries supporting creditor claims
• Issued as part of existing $800M 7.250% 2032 series for single-note structure

Negative

• Adds $425M of senior unsecured debt to the capital structure
• 7.250% coupon increases recurring interest expense
• Notes are unregistered (Rule 144A/Reg S), limiting immediate retail liquidity

Key Figures

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

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

Existing notes $800.0 million 7.250% senior notes due 2032 originally issued April 2024

Maturity year 2032 Maturity of both original and add-on senior notes

Expected closing date December 16, 2025 Expected closing of add-on notes offering, subject to conditions

Market Reality Check

$16.08 Last Close

Volume Volume 2,454,952 is 1.18x the 20-day average of 2,074,334, indicating elevated trading interest ahead of the add-on notes pricing. normal

Technical Shares at $16.08 are trading below the 200-day MA of $21.66 and sit well under the $26.16 52-week high while only modestly above the $14.94 52-week low.

Peers on Argus

SGRY fell 2.72% while peers showed mixed, generally smaller moves: ACHC up 5.86%, CON up 0.96%, LFST up 0.30%, and AMED and ADUS down slightly. This points to a stock-specific reaction to the notes offering rather than a sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 11	Debt offering	Negative	-2.7%	Announced intent to issue additional $425M 7.250% senior unsecured notes.
Dec 08	Strategic partnership	Positive	-2.7%	Formed joint venture with Baylor Scott & White to own a hospital.
Nov 10	Earnings release	Negative	-25.4%	Q3 2025 results with revenue growth but continued net loss and cautious outlook.
Oct 24	Earnings logistics	Neutral	+0.4%	Announced Q3 2025 earnings release date and conference call details.
Aug 05	Earnings release	Positive	-0.3%	Strong Q2 2025 growth and reaffirmed full-year guidance.

Pattern Detected

Recent news, including earnings and financing actions, has often been followed by negative price reactions, even when fundamentals or partnerships appeared constructive.

Recent Company History

Over the last few months, Surgery Partners reported rising revenue and Adjusted EBITDA in Q2 and Q3 2025, but shares reacted negatively, including a -25.42% move after Q3 results despite higher revenue of $821.5 million and improved operating income. A joint venture with Baylor Scott & White also saw a -2.73% reaction. The earlier add-on notes offering announcement on Dec 11, 2025 coincided with a -2.72% move. Today’s pricing of the same add-on notes continues this pattern of cautious equity responses to leverage and strategic updates.

Market Pulse Summary

The stock is up +5.2% following this news. A strong positive reaction aligns with the company’s ability to access debt markets, adding $425.0 million of 7.250% senior unsecured notes due 2032 to the existing $800.0 million series. Past news, such as Q2 and Q3 results, sometimes saw weak or negative equity responses despite operational growth, so a strong move on this financing could reflect shifting sentiment about balance sheet flexibility. Investors would still need to weigh the higher debt load against planned revolver repayment.

Key Terms

senior unsecured notes financial

"priced $425.0 million aggregate principal amount of its 7.250% senior unsecured notes"

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.

qualified institutional buyers financial

"offered and sold only to persons reasonably believed to be “qualified institutional buyers”"

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"

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.

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.

AI-generated analysis. Not financial advice.

BRENTWOOD, Tenn., Dec. 11, 2025 (GLOBE NEWSWIRE) -- Surgery Partners, Inc. (NASDAQ:SGRY) (“Surgery Partners” or the “Company”) today announced that its wholly-owned subsidiary, Surgery Center Holdings, Inc. (the “Issuer”), priced $425.0 million aggregate principal amount of its 7.250% senior unsecured notes due 2032 (the “Notes”) in a previously announced private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The offering is expected to close on December 16, 2025, subject to certain customary closing conditions. The Notes will be guaranteed (the “Guarantees”) on a senior unsecured basis by each domestic wholly-owned subsidiary of the Issuer that guarantees the Issuer’s obligations under its senior secured credit facilities. The notes will be issued as part of the same series as the $800.0 million of 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, 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 the expected closing of the Notes offering and 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 did Surgery Partners (SGRY) announce on December 11, 2025 about new notes?

The company priced an add-on offering of $425.0 million 7.250% senior unsecured notes due 2032, expected to close on Dec 16, 2025.

How will Surgery Partners (SGRY) use proceeds from the $425M 2032 notes?

Net proceeds are intended for general corporate purposes, including repaying outstanding borrowings under its revolving credit facility.

Are the new Surgery Partners (SGRY) notes secured or guaranteed?

The notes are senior unsecured and will be guaranteed on a senior unsecured basis by domestic wholly-owned subsidiaries that guarantee the Issuer’s senior secured credit facilities.

When will the Surgery Partners (SGRY) add-on notes offering close?

The offering is expected to close on December 16, 2025, subject to customary closing conditions.

How does the $425M offering relate to Surgery Partners’ existing debt?

The add-on will be issued as part of the same series as the $800.0 million of 7.250% senior notes due 2032 originally issued in April 2024.

Who can buy the new Surgery Partners (SGRY) notes in this 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.