SEC Comment Letter for Surgery Partners, Inc. (SGRY) (CIK 0001638833) (SGRY) — Sep 17, 2015
Surgery Partners, Inc. (SGRY) (CIK 0001638833)
Date: Sept. 17, 2015 · CIK: 0001638833 · Accession: 0000000000-15-046009
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4720 September 17 , 2015 Via E -mail Michael Doyle Chief Executive Officer Surgery Partners, Inc. 40 Burton Hills Boulevard, Suite 500 Nashville, Tennessee 37215
Re: Surgery Partners, Inc. Amendment No. 1 to Registration Statement on Form S -1 Filed September 14, 2015 File No. 333 -206439
Dear Mr. Doyle:
We have reviewed amendment no. 1 to your registration statement and your response letter filed on September 14, 2015 and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in respon se to our comment, we may have additional comments.
Risk Factors, page 21
1. We note that your amended and restated certificate of incorporation includes an exclusive forum provision as Article IX naming the Court of Chancery for the State of Delaware as the exclusive forum for the actions described in the Article. Under an appropriately titled risk factor, please describe the exclusive forum provision and the types of actions to which it relates and disclose that such a provisions may limit a shareholder ’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers or other employees and may discourage lawsuits with respect to such claims.
Michael Doyle Surgery Partners, Inc. September 17 , 2015 Page 2
You may contact Vanessa Robertson at (202) 55 1-3649 or Sharon Blume at (202) 551 - 3474 if you have questions regarding comments on the financial statements and related matters. Please contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at (202) 551-3675 with any other questio ns.
Sincerely,
/s/ Bryan J. Pitko for
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Mail Stop 4720 September 17 , 2015 Via E -mail Michael Doyle Chief Executive Officer Surgery Partners, Inc. 40 Burton Hills Boulevard, Suite 500 Nashville, Tennessee 37215 Re: Surgery Partners, Inc. Amendment No. 1 to Registration Statement on Form S -1 Filed September 14, 2015 File No. 333 -206439 Dear Mr. Doyle: We have reviewed amendment no. 1 to your registration statement and your response letter filed on September 14, 2015 and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in respon se to our comment, we may have additional comments. Risk Factors, page 21 1. We note that your amended and restated certificate of incorporation includes an exclusive forum provision as Article IX naming the Court of Chancery for the State of Delaware as the exclusive forum for the actions described in the Article. Under an appropriately titled risk factor, please describe the exclusive forum provision and the types of actions to which it relates and disclose that such a provisions may limit a shareholder ’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers or other employees and may discourage lawsuits with respect to such claims. Michael Doyle Surgery Partners, Inc. September 17 , 2015 Page 2 You may contact Vanessa Robertson at (202) 55 1-3649 or Sharon Blume at (202) 551 - 3474 if you have questions regarding comments on the financial statements and related matters. Please contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at (202) 551-3675 with any other questio ns. Sincerely, /s/ Bryan J. Pitko for Suzanne Hayes Assistant Director cc: Via E -mail Carl Marcellino, Esq. Ropes & Gray LLP