SEC Comment Letter for Surgery Partners, Inc. (SGRY) (CIK 0001638833) (SGRY) — Apr 15, 2016
Surgery Partners, Inc. (SGRY) (CIK 0001638833)
Date: April 15, 2016 · CIK: 0001638833 · Accession: 0000000000-16-072284
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-37576
Letter
Mail Stop 3720 April 14, 2016 Mr. Michael T. Doyle Chief Executive Officer Surgery Partners, Inc. 40 Burton Hills Boulevard, Suite 500 Nashville, Tennessee 37215
Re: Surgery Partners, Inc. Form 10 -K for Fiscal Year Ended December 31, 2015 Filed March 11, 2016 File No. 001-37576
Dear Mr. Doyle :
We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Financial Statements
Note 10. Income Taxe s and Tax Receivables Agreement on page F -26
1. We note that you entered into a Tax Receivable Agreement (TRA) with your pre -IPO shareholders as part of the September 30, 2015 Reorganization. Tell us your consideration of ASC 740 -20-45-11g and why you accou nted for your TRA obligations as a period expense in the year ended December 31, 2015 rather than equity .
2. Further, we note from the table on page F -28 that you have recorded a recorded a disproportionately small deferred tax asset of $2.75 million for th is TRA liability. Please tell us how you determined this $2.75 million deferred tax asset.
Mr. Michael T. Doyle Surgery Partners, Inc. April 14, 2016 Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Sec urities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securiti es laws of the United States.
You may contact Joseph M. Kempf, Senior Staff Accountant, at (202) 551 -3352 or Ivette Leon, Assistant Chief Accountant, at (202) 551 -3351 or me at (202) 551 -3810 with any questions.
Sincerely,
/s/ Carlos Pacho
Show Raw Text
Mail Stop 3720 April 14, 2016 Mr. Michael T. Doyle Chief Executive Officer Surgery Partners, Inc. 40 Burton Hills Boulevard, Suite 500 Nashville, Tennessee 37215 Re: Surgery Partners, Inc. Form 10 -K for Fiscal Year Ended December 31, 2015 Filed March 11, 2016 File No. 001-37576 Dear Mr. Doyle : We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Financial Statements Note 10. Income Taxe s and Tax Receivables Agreement on page F -26 1. We note that you entered into a Tax Receivable Agreement (TRA) with your pre -IPO shareholders as part of the September 30, 2015 Reorganization. Tell us your consideration of ASC 740 -20-45-11g and why you accou nted for your TRA obligations as a period expense in the year ended December 31, 2015 rather than equity . 2. Further, we note from the table on page F -28 that you have recorded a recorded a disproportionately small deferred tax asset of $2.75 million for th is TRA liability. Please tell us how you determined this $2.75 million deferred tax asset. Mr. Michael T. Doyle Surgery Partners, Inc. April 14, 2016 Page 2 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Sec urities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securiti es laws of the United States. You may contact Joseph M. Kempf, Senior Staff Accountant, at (202) 551 -3352 or Ivette Leon, Assistant Chief Accountant, at (202) 551 -3351 or me at (202) 551 -3810 with any questions. Sincerely, /s/ Carlos Pacho Carlos Pacho Senior Ass istant Chief Accountant AD Office 11 – Telecommunications Cc: Carl Marcellino, Ropes & Gray LLP