0000899243-17-021353.txt : 20170901 0000899243-17-021353.hdr.sgml : 20170901 20170901162031 ACCESSION NUMBER: 0000899243-17-021353 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170831 FILED AS OF DATE: 20170901 DATE AS OF CHANGE: 20170901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAIN CAPITAL INVESTORS LLC CENTRAL INDEX KEY: 0001040508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37576 FILM NUMBER: 171066561 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCPE Seminole Holdings LP CENTRAL INDEX KEY: 0001712856 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37576 FILM NUMBER: 171066559 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617)516-2000 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCPE Seminole GP LLC CENTRAL INDEX KEY: 0001712857 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37576 FILM NUMBER: 171066560 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617)516-2000 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Surgery Partners, Inc. CENTRAL INDEX KEY: 0001638833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 473620923 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 40 BURTON HILLS BLVD. CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-234-5900 MAIL ADDRESS: STREET 1: 40 BURTON HILLS BLVD. CITY: NASHVILLE STATE: TN ZIP: 37215 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-08-31 0 0001638833 Surgery Partners, Inc. SGRY 0001040508 BAIN CAPITAL INVESTORS LLC 200 CLARENDON STREET BOSTON MA 02116 1 0 1 0 0001712857 BCPE Seminole GP LLC 200 CLARENDON STREET BOSTON MA 02116 1 0 1 0 0001712856 BCPE Seminole Holdings LP 200 CLARENDON STREET BOSTON MA 02116 1 0 1 0 Common Stock, par value $0.01 per share 26455651 I See Footnotes Series A Convertible Perpetual Participating Preferred Stock Common Stock, par value $0.01 per share 16315789 I See Footnotes On August 31, 2017, BCPE Seminole Holdings LP ("BCPE Holdings") purchased 26,455,651 shares of common stock from H.I.G. Surgery Centers, LLC ("HIG") pursuant to the Stock Purchase Agreement, dated as of May 9, 2017, by and among Holdings, Surgery Partners, Inc. (the "Issuer"), H.I.G. Bayside Debt & LBO Fund II L.P. and HIG. The securities reported in this Form 3 are held directly by BCPE Holdings. Bain Capital Investors, LLC ("BCI") is the sole member of BCPE Seminole GP LLC ("BCPE GP"), which is the general partner of BCPE Holdings. As a result, BCPE GP may be deemed to share voting and dispositive power with respect to the securities held by BCPE Holdings. BCPE GP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. The governance, investment strategy and decision-making process with respect to investments held by BCPE Holdings is directed by the Global Private Equity Board of BCI. As a result, BCI may be deemed to share voting and dispositive power with respect to the securities held by BCPE Holdings. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On August 31, 2017, BCPE Holdings acquired 310,000 shares of 10.00% Series A Convertible Perpetual Participating Preferred Stock (the "Series A Preferred Stock") from the Issuer. Each share of Series A Preferred Stock is convertible at any time, at the election of the holder, into the number of shares of common stock of the Issuer equal to the quotient obtained by dividing (a) the accrued value of such share of Series A Preferred Stock (initially, $1,000) plus any accrued but uncompounded dividends on such share by (b) the $19.00 conversion price, subject to certain anti-dilution adjustments in accordance with the terms set forth in the Series A Preferred Stock Certificate of Designation. Dividends accrue daily and compound quarterly on March 31, June 30, September 30 and December 31 of each year and are added to the accrued value of a share and, therefore, the number of shares of common stock into which each share of Series A Preferred Stock may be converted will increase over time. The Series A Preferred Stock has no expiration date. BAIN CAPITAL INVESTORS LLC, By: /s/ T. Devin O'Reilly, Name: T. Devin O'Reilly, Title: Managing Director 2017-09-01 BCPE Seminole GP LLC, By: /s/ T. Devin O'Reilly, Name: T. Devin O'Reilly, Title: Vice President 2017-09-01 BCPE Seminole Holdings LP, By: /s/ T. Devin O'Reilly, Name: T. Devin O'Reilly, Title: Vice President 2017-09-01