SecProbe.io

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 August 7, 2025

David T. Doherty
Executive Vice President and Chief Financial Officer
Surgery Partners, Inc.
340 Seven Springs Way, Suite 600
Brentwood , Tennessee 37027

 Re: Surgery Partners, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-37576
Dear David T. Doherty:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
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 Document July 17, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Re: Surgery Partners, Inc. Form 10-K for the Year Ended December 31, 2024 File No. 001-37576 Ladies and Gentlemen, On behalf of Surgery Partners, Inc. (the “Company,” “we,” or “our”), set forth below are the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) within the letter dated July 10, 2025, relating to the Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 7, 2025 (the “2024 Form 10-K”). In this letter, we have recited the comments from the Staff in italicized type and have followed each comment with the Company’s response in ordinary type. Form 10-K for Fiscal Year Ended December 31, 2024 9. Income Taxes, page F-26 1. We note your response to comment 2. With reference to your consolidated statements of operations, please help us better understand how you determined that you were in a cumulative 3-year pre-tax income position as of December 31, 2023 but a pre-tax loss position as of December 31, 2024. Also confirm that you will provide expanded disclosures to communicate to investors the facts and circumstances for the periods presented that support your accounting in future filings. The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, provides the table below outlining our calculation of the cumulative 3-year pre-tax income position of $14.6 million as of December 31, 2023 (dollars in millions): 2021 2022 2023 Total Income before income taxes $ 81.2  $ 110.3  $ 135.0  $ 326.5  Less: Net income attributable to non-controlling interests (141.6) (141.6) (147.2) (430.4) Other comprehensive income (loss) 29.5  107.7  (18.7) 118.5  Total $ (30.9) $ 76.4  $ (30.9) $ 14.6  The table below outlines our calculation of the cumulative 3-year pre-tax loss position of $40.7 million as of December 31, 2024 (dollars in millions): 2022 2023 2024 Total Income before income taxes $ 110.3  $ 135.0  $ 147.1  $ 392.4  Less: Net income attributable to non-controlling interests     (141.6) (147.2) (180.6) (469.4) Other comprehensive income (loss)     107.7  (18.7) (52.7) 36.3  Total $ 76.4  $ (30.9) $ (86.2) $ (40.7) The Company confirms to the SEC that it will provide expanded disclosures to communicate to investors the facts and circumstances for the periods presented to support our accounting in future filings. Please direct any questions or further comments you may have regarding the 2024 Form 10-K or this response letter to the undersigned at 615-234-5900. SURGERY PARTNERS, INC. By: /s/ David T. Doherty David T. Doherty Executive Vice President, Chief Financial Officer cc:     Eric Evans, Chief Executive Officer     Jennifer Baldock, Executive Vice President, Chief Administrative & Development Officer     Neil Zieselman, Senior Vice President, Corporate Finance & Controller

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 July 10, 2025

David T. Doherty
Executive Vice President and Chief Financial Officer
Surgery Partners, Inc.
340 Seven Springs Way, Suite 600
Brentwood , Tennessee 37027

 Re: Surgery Partners, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Response Letter Dated July 8, 2025
 File No. 001-37576
Dear David T. Doherty:

 We have reviewed your July 8, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 26,
2025 letter.

Form 10-K for Fiscal Year Ended December 31, 2024
9. Income Taxes, page F-26

1. We note your response to comment 2. With reference to your consolidated
statements
 of operations, please help us better understand how you determined that
you were in a
 cumulative 3-year pre-tax income position as of December 31, 2023 but a
pre-tax loss
 position as of December 31, 2024. Also confirm that you will provide
expanded
 disclosures to communicate to investors the facts and circumstances for
the periods
 presented that support your accounting in future filings.
 Please contact Tracey Houser at 202-551-3736 or Nudrat Salik at
202-551-3692 if
you have questions regarding comments on the financial statements and related
matters.
 July 10, 2025
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Industrial Applications and
 Services
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 Document July 8, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Re: Surgery Partners, Inc. Form 10-K for the Year Ended December 31, 2024 File No. 001-37576 Ladies and Gentlemen, On behalf of Surgery Partners, Inc. (the “Company,” “we,” or “our”), set forth below are the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) within the letter dated June 26, 2025, relating to the Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 7, 2025 (the “2024 Form 10-K”). In this letter, we have recited the comments from the Staff in italicized type and have followed each comment with the Company’s response in ordinary type. Form 10-K for Fiscal Year Ended December 31, 2024 1. Organization and Summary of Accounting Policies Revenues, page F-10 1. We note your disclosures that the transaction price for patient service revenues is based on gross charges net of estimated contractual adjustments and implicit price concessions. We further note your disclosure that contractual allowances are recorded at the time of payment for surgical hospitals and the time of billing for ASCs. Explain what you mean by contractual adjustments versus contractual allowances and the specific reference to the authoritative literature that supports the timing for recognizing contractual allowances. The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, confirms to the Staff that the terms “contractual adjustments” and “contractual allowances” are used interchangeably by the Company and have the same meaning. We determine the transaction price in accordance with ASC 606, Revenue from Contracts with Customers . Our disclosure was referring to the timing of when contractual adjustments are recorded in our patient accounting systems. However, all revenue transactions are recognized net of estimated contractual adjustments at the time that performance obligations are satisfied, which is generally at the time of service. The Company will revise any discussion of the transaction price in future filings consistent with the following: The Company determines the transaction price based on gross charges for services provided, net of estimated contractual adjustments and implicit price concessions. The Company estimates its contractual adjustments and implicit price concessions based on contractual agreements, its discount policies and historical experience of cash collections and historical write-offs. The estimated contractual adjustments are recognized at the time of services being performed, with ASCs typically based on contractual agreements and surgical hospitals typically based on historical experience of cash collections and write-offs. Changes in estimated contractual adjustments are recorded in the period of change, with final adjustments, if any, typically at the time of payment. 9. Income Taxes, page F-26 2. We note that the valuation allowance against deferred tax assets increased during fiscal year 2024 by $134.6 million, of which $115.4 million is disclosed in the effective tax rate reconciliation as a change in federal valuation allowance, which significantly exceeds the amounts recognized during the two previous fiscal years. Please provide a comprehensive explanation here or within MD&A that provides investors with an understanding of the specific facts and circumstances that led to the significant increase in the valuation allowance. The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company notes that the increase in the valuation allowance during fiscal year 2024 is attributable to the following: As of December 31, 2024, we were in a cumulative three-year pre-tax loss position for financial reporting purposes while as of December 31, 2023, we were in a cumulative three-year pre-tax income position for financial reporting purposes. The change in 2024 to a three-year cumulative loss position was considered objectively verifiable significant negative evidence, for which we did not have sufficient positive evidence to overcome. Therefore, in accordance with ASC 740-10-30, we recorded a full valuation allowance, net of future reversing deferred tax liabilities, on our deferred tax assets to reflect the net realizable value of our deferred tax assets. To the extent applicable in future filings, we will provide a more comprehensive explanation. 14. Segment Reporting, page F-31 3. Please tell us whether you believe equity in earnings of unconsolidated affiliates and net income attributable to non-controlling interests represent significant segment expenses determined in accordance with ASC 280-10-50-26A. If so, please provide us with an explanation as to why each line item is a significant segment expense. Alternatively, if these amounts are other segment items as addressed in ASC 280-10-50-26B, it appears that these amounts should be aggregated with the other segment expense, net line item into one other segment items line item. Please correspondingly provide a qualitative description of the composition of other segment items in accordance with ASC 280-10-50-26B. The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, we advise the Staff that we do not believe equity in earnings of unconsolidated affiliates and net income attributable to non-controlling interests represent significant segment expenses. The Company further submits that it will revise its disclosure in future filings to aggregate these amounts with the other segment expense, net line item into one other segment items line item. Additionally, the Company will expand its disclosure in future filings to correspondingly provide a qualitative description of the composition of other segment items. 4. With regards to the Corporate and other unallocated expenses in your reconciliation of Adjusted Surgical Facilities EBITDA to consolidated income before income taxes, please revise this presentation to separately disclose revenue and expenses from other business activities that are not considered reportable segments in an “all other” category in accordance with ASC 280-10-50-15 and separately identify and describe all significant reconciling items in accordance with ASC 280-10-50-31. The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, we advise the Staff that no revenues are within the Corporate and other unallocated expenses, which represents corporate overhead expenses that are not allocated to the Surgical Facilities reportable segment. The Company will revise its presentation of Corporate and other unallocated expenses in future filings to separately identify and describe all significant reconciling items within the Unallocated amounts line item consistent with the illustrative example provided for in ASC 280-10-55-48. Please direct any questions or further comments you may have regarding the 2024 Form 10-K or this response letter to the undersigned at 615-234-5900. SURGERY PARTNERS, INC. By: /s/ David T. Doherty David T. Doherty Executive Vice President, Chief Financial Officer cc:     Eric Evans, Chief Executive Officer     Jennifer Baldock, Executive Vice President, Chief Administrative & Development Officer     Neil Zieselman, Senior Vice President, Corporate Finance & Controller

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 June 26, 2025

David T. Doherty
Executive Vice President and Chief Financial Officer
Surgery Partners, Inc.
340 Seven Springs Way, Suite 600
Brentwood , Tennessee 37027

 Re: Surgery Partners, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-37576
Dear David T. Doherty:

 We have reviewed your filing and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
1. Organization and Summary of Accounting Policies
Revenues, page F-10

1. We note your disclosures that the transaction price for patient service
revenues is
 based on gross charges net of estimated contractual adjustments and
implicit price
 concessions. We further note your disclosure that contractual allowances
are recorded
 at the time of payment for surgical hospitals and the time of billing
for ASCs. Explain
 what you mean by contractual adjustments versus contractual allowances
and the
 specific reference to the authoritative literature that supports the
timing for
 recognizing contractual allowances.
9. Income Taxes, page F-26

2. We note that the valuation allowance against deferred tax assets
increased during
 fiscal year 2024 by $134.6 million, of which $115.4 million is disclosed
in the
 effective tax rate reconciliation as a change in federal valuation
allowance, which
 significantly exceeds the amounts recognized during the two previous
fiscal years.
 Please provide a comprehensive explanation here or within MD&A that
provides
 investors with an understanding of the specific facts and circumstances
that led to the
 June 26, 2025
Page 2

 significant increase in the valuation allowance.
14. Segment Reporting, page F-31

3. Please tell us whether you believe equity in earnings of unconsolidated
affiliates and
 net income attributable to non-controlling interests represent
significant segment
 expenses determined in accordance with ASC 280-10-50-26A. If so, please
provide us
 with an explanation as to why each line item is a significant segment
expense.
 Alternatively, if these amounts are other segment items as addressed in
ASC 280-10-
 50-26B, it appears that these amounts should be aggregated with the
other segment
 expense, net line item into one other segment items line item. Please
correspondingly
 provide a qualitative description of the composition of other segment
items in
 accordance with ASC 280-10-50-26B.
4. With regards to the Corporate and other unallocated expenses in your
reconciliation of
 Adjusted Surgical Facilities EBITDA to consolidated income before income
taxes,
 please revise this presentation to separately disclose revenue and
expenses from other
 business activities that are not considered reportable segments in an
all other
 category in accordance with ASC 280-10-50-15 and separately identify and
 describe all significant reconciling items in accordance with ASC
280-10-50-31.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Tracey Houser at 202-551-3736 or Nudrat Salik at
202-551-3692 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
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ROPES &   GRAY LLP

1211   AVENUE OF THE AMERICAS

NEW   YORK, NY 10036

WWW.ROPESGRAY.COM

January 2, 2020

VIA   EDGAR

Securities and Exchange   Commission

Division of Corporation   Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Thomas   Holden

T   +1 415 315 2355

thomas.holden@ropesgray.com

Re:                          Surgery Partners, Inc.

Registration Statement on Form S-3
 Filed on December 20, 2019 (File No. 333-235664)
  Response letter dated December 30, 2019 (the “Response Letter”)

Ladies and Gentlemen:

On behalf of Surgery Partners, Inc. (the “Company”), set forth below are the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission received by letter, dated December 31, 2019 (the “Comment Letter”), relating to the above-referenced registration statement on Form S-3 (the “Registration Statement”) and Response Letter.

The Staff’s comments as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the Company are shown below each comment.

General

1. We note your response to our prior comment one. Please confirm that you will disclose in the final prospectuses to the registration statement that your exclusive forum provision does not apply to actions arising under the Securities Act or Exchange Act as provided in your response.

Response to Comment 1:

The Company acknowledges the Staff’s comment and respectfully confirms that the final prospectuses to the Registration Statement will include the revised risk factor disclosure referenced in the Response Letter, which will confirm that the Company’s exclusive forum provision does not apply to actions arising under the Securities Act or the Exchange Act.

U.S. Securities and   Exchange Commission

- 2 -

*                                        *                                        *                                        *                                        *

Please do not hesitate to call me at (415) 315-2355 or Rachel Phillips at (212) 841-8857 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.

Very truly yours,

By:

/s/ Thomas Holden

Thomas Holden

cc:                              Wayne S. DeVeydt (Surgery Partners, Inc.)
 Rachel Phillips (Ropes & Gray LLP)

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SURGERY PARTNERS, INC.

310 Seven Springs Way, Suite 500

Brentwood, TN 37027

January 2, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Re:                             Surgery Partners, Inc.

Registration Statement on Form S-3

Filed on December 20, 2019 (File No. 333-235664)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Surgery Partners, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-235664) (the “Registration Statement”), so that it will be declared effective at 4:30 p.m. Eastern Time on January 6, 2020, or as soon as possible thereafter. The Company hereby authorizes Rachel Phillips, counsel to the Company, to orally modify or withdraw this request for acceleration.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Rachel Phillips of Ropes & Gray LLP, counsel to the Company, at (212) 841-8857.

Very   truly yours,

SURGERY   PARTNERS, INC.

By:

/s/Thomas   F. Cowhey

Thomas   F. Cowhey

Executive   Vice President and

Chief   Financial Officer (Principal

Financial   and Accounting Officer)

December 31, 2019
Wayne S. DeVeydt
Chief Executive Officer
Surgery Partners, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Re:Surgery Partners, Inc.
Registration Statement on Form S-3
Response dated December 30, 2019
File No. 333-235664
Dear Mr. DeVeydt:
            We have reviewed your December 30, 2019 response to our comment letter and have the
following comment.  After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our reference to prior comments are to comments in our
December 27, 2019 letter.
Response dated December 30, 2019
General
1.We note your response to our prior comment one.  Please confirm that you will disclose in
the final prospectuses to the registration statement that your exclusive forum provision
does not apply to actions arising under the Securities Act or Exchange Act as provided in
your response.
            Please contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Thomas Holden, Esq.

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ROPES &   GRAY LLP

1211 AVENUE OF THE   AMERICAS

NEW YORK, NY 10036

WWW.ROPESGRAY.COM

December 30, 2019

VIA EDGAR

Thomas   Holden

T   +1 415 315 2355

thomas.holden@ropesgray.com

Securities and Exchange   Commission

Division of Corporation Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

Re:

Surgery   Partners, Inc.

Registration Statement   on Form S-3

Filed on   December 20, 2019 (File No. 333-235664)

Ladies and Gentlemen:

On behalf of Surgery Partners, Inc. (the “Company”), set forth below are the Company’s responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission received by letter, dated December 27, 2019 (the “Comment Letter”), relating to the above-referenced registration statement on Form S-3 (the “Registration Statement”).

The Staff’s comments as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the Company are shown below each comment. All references to page numbers in the Company’s responses are to the page numbers in the Registration Statement.

General, pages II-1 through II-2

1. We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

U.S. Securities and Exchange Commission         - 2 -

Response to Comment 1:

The Company acknowledges the Staff’s comment and respectfully advises that it currently includes a risk factor in its periodic reports entitled “Our amended and restated certificate of incorporation designates courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.” The Company advises the Staff that it will revise this risk factor in future Annual Reports on Form 10-K and other applicable future filings to clarify that the Company’s forum selection provision does not apply to actions arising under the Securities Act or the Exchange Act.

*          *          *          *          *

Please do not hesitate to call me at (415) 315-2355 or Rachel Phillips at (212) 841-8857 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.

Very truly yours,

By:

/s/ Thomas   Holden

Thomas Holden

cc:

Wayne   S. DeVeydt (Surgery Partners, Inc.)

Rachel   Phillips (Ropes & Gray LLP)

December 27, 2019
Wayne S. DeVeydt
Chief Executive Officer
Surgery Partners, Inc.
310 Seven Springs Way, Suite 500
Brentwood, TN 37027
Re:Surgery Partners, Inc.
Registration Statement on Form S-3
Filed December 20, 2019
File No. 333-235664
Dear Mr. DeVeydt:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            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 response to this comment, we may have additional comments.
Registration Statement on Form S-3
General
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and

 FirstName LastNameWayne S.  DeVeydt
 Comapany NameSurgery Partners, Inc.
 December 27, 2019 Page 2
 FirstName LastName
Wayne S.  DeVeydt
Surgery Partners, Inc.
December 27, 2019
Page 2
the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Thomas Holden, Esq.

Mail Stop 3720

September 12 , 2017

Teresa F. Sparks
Executive Vice President and
   Chief Financial  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, 201 6
Filed March 10, 2017
File No. 001-37576

Dear Ms. Sparks :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecom munications

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September 5, 2017

VIA EDGAR

Larry Spirgel

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C.  20549

Re:

Surgery Partners, Inc.

Annual Report on Form 10-K for the Year   Ended December 31, 2016

Filed on March 10, 2017

File No. 001-37576

Dear Mr. Pacho:

On behalf of Surgery Partners, Inc. (the “Company”), set forth below are the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) received by letter, dated August 21, 2017, relating to the Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 10, 2017 (the “2016 10-K”).

For your convenience, the text of each of the Staff’s comments is set forth in italics below, followed in each case by the Company’s response in regular type.

Mr. Larry Spirgel

United States Securities and Exchange Commission

September 5, 2017

Page 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 58

Cost of Revenues, pages 59 and 60

1. Please discuss in greater detail why the underlying expense elements increased, addressing any known trends, risks, or uncertainties that impacted the change in the relationship between costs and revenues, or income from operations, as a result of the acquisitions or otherwise.  In this regard, we note that cost of revenue, particularly Salaries and benefits, and Professional and medical fees, increased at a much faster rate than revenues year over year for all periods presented.  Please refer to Commission Release 33-8350 and Item 303(a)(3)(ii) of Regulation S-K.

Response to Comment 1:

The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company submits that it will expand its disclosure in future filings to provide additional detail regarding notable increases in the underlying expense elements of cost of revenues.

The Company further notes that the increase in the Company’s cost of revenues during fiscal year 2016 is primarily attributable to the composition of the Company’s acquisitions during such period as compared to that of the prior comparable period. Specifically, the Company’s cost of revenues is affected by the type of practice that is acquired and by the arrangement the Company maintains with the professionals of the acquired practices.

As disclosed on pages 49 and F-17 of the 2016 10-K, during fiscal year 2016, the Company acquired a controlling interest in three anesthesia practices and three surgical facilities, and completed acquisitions of one urgent care facility, nine physician practices and two integrated physician practices (which included three ambulatory surgery centers, a lab and a pharmacy). The Company’s acquisition of a controlling interest in the three anesthesia practices, together with the Company’s acquisition of the nine physician practices and the two integrated physician practices, was the primary driver in the increase in the Company’s cost of revenues, including the disproportionate increase in Salaries and benefits and Professional and medical fees.

In general, anesthesia and physician practices have a lower margin profile than other types of practices included within the Company’s business, which results in overall cost of revenues increasing at a higher rate than the related revenue generated by these practices. In both anesthesia and physician practices, the main driver of these costs relate to the compensation paid to the related anesthesiologists or physicians, which the Company classifies as Salary and benefits, when the Company directly employs the anesthesiologist or physician, or Professional and medical fees, when the Company otherwise contracts with the related anesthesiologist or physician. Given the volume of anesthesia and physician practice acquisitions completed during fiscal year 2016 as compared to the prior comparable period, these classifications resulted in the Salary and benefits and Professional and medical fees increasing at a higher rate than the other line items included within cost of revenues over this period.

Mr. Larry Spirgel

United States Securities and Exchange Commission

September 5, 2017

Page 3

EBITDA, Adjusted EBITDA and Credit Agreement EBITDA, pages 63-66

2. Since you disclose EBITDA, Adjusted EBITDA and Credit Agreement EBITDA as measures of liquidity, please reconcile these measures to cash flows from operating activities, which is the nearest comparable measure of your Company’s liquidity under GAAP.

Response to Comment 2:

The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company will expand its disclosure in future filings to reconcile EBITDA, Adjusted EBITDA and Credit Agreement EBITDA to net cash provided by operating activities. The Company will additionally expand this disclosure to present the three major categories of the statement of cash flows.

Notes to Consolidated Financial Statements

15. Segment Reporting, page F-36

3. We note that your measure of segment profit is Segment Adjusted EBITDA.  Accordingly, please delete your presentation of the non-GAAP measure “Total Adjusted EBITDA” and accompanying explanatory footnotes.

Response to Comment 3:

The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company will revise its disclosure of each reportable segments’ measure of profit or loss, Segment Adjusted EBITDA, in future filings to delete the presentation of the non-GAAP measure “Total Adjusted EBITDA” and accompanying explanatory footnotes.

4. Please provide a reconciliation of the total of your reportable segments’ measure of profit or loss, Segment Adjusted EBITDA, to your consolidated income before taxes.  Refer to ASC 280-10-50-30(b).  In this regard, please conform your presentation of Segment Adjusted EBITDA in Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 53 in accordance with this comment.

Response to Comment 4:

The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, in addition to revising its disclosure regarding segment profits or loss in future filings to delete the presentation of the non-GAAP measure “Total Adjusted EBITDA” and accompanying explanatory footnotes as stated in the Company’s response to Comment 3 above, the Company will further revise its disclosure to include a reconciliation of Segment Adjusted EBITDA to Income (loss) before income taxes. The Company will adjust the presentation of Segment Adjusted EBITDA in Management’s Discussion and Analysis of Financial Condition and Results of Operations in accordance with this revision in future filings.

Mr. Larry Spirgel

United States Securities and Exchange Commission

September 5, 2017

Page 4

The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and (iii) it is the Staff’s view that the Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Please do not hesitate to contact me at (615) 234-5916 or Carl Marcellino of Ropes & Gray LLP at (212) 841-0623 if have any questions regarding this letter.

Very truly yours,

SURGERY PARTNERS, INC.

By:

/s/ Teresa F. Sparks

Teresa F. Sparks

Executive Vice President, Chief Financial   Officer

cc:

Michael T. Doyle, Chief Executive Officer

Carl Marcellino, Partner, Ropes &   Gray LLP

Mail Stop 3720

August 21, 2017

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, 201 6
Filed March 10, 2017
File No. 001-37576

Dear Mr. Doyle :

We have reviewed your filing s and have the following comments.  Please comply with
the following comments in future filings.  Confirm in writing that you will do so and explain to
us how you intend to comply.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e 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.

Management’s Discussion and Analysis  of Financial Co ndition and Results of Operations

Results of Operations, page 58
Cost of Revenues, pages 59 and 60

1. Please discuss in greater detail why the underlying expense elements increased,
addressing any known trends, risks, or uncertainties that impacted the chan ge in the
relationship between costs and revenues, or income from operations, as a result of the
acquisitions or otherwise.  In this regard, we note that cost of revenue, particularly
Salaries and benefits, and Professional and medical fees, increased at a  much faster rate
than revenues year over year for all periods presented.  Please refer to Commission
Release 33 -8350 and Item 303(a)(3)(ii) of Regulation S -K.

Timothy L. Doyle
Surgery Partners, Inc.
August 21, 2017
Page 2

 EBITDA, Adjusted EBITDA and Credit Agreement EBITDA, pages 63 -66

2. Since you disclose EBITDA, Adjusted EBITDA and Credit Agreement EBITDA as
measures of liquidity, please reconcile these measures to cash flows from operating
activities, which is the nearest comparable measure of your Company’s liquidity under
GAAP.

Notes to Consolidated Financia l Statements

15.  Segment Reporting, page F -36

3. We note that your measure of segment profit is Segment Adjusted EBITDA.
Accordingly, please delete your presentation of the non GAAP measure “Total Adjusted
EBITDA” and accompanying explanatory footnotes .

4. Please p rovide a reconciliation of the total of your reportable segments’ measure of profit
or loss, Segment Adjusted EBITDA, to your consolidated income before taxes.  Refer to
ASC 280 -10-50-30(b).   In this regard, please conform your presentation of Seg ment
Adjusted EBITDA in Management’s Discussion and Analysis of Financial Condition and
Results of Operations on page 53 in accordance with this comment.

We remind you that the company and its management are responsible for the accuracy
and adequacy of th eir disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Robert Shapiro, Senior Staff Accountant , at (202) 551 -3273  or Kathryn
Jacobson, Senior Staff Accountant , at (202) 551 -3365  if you have quest ions regarding comments
on the financial statements and re lated matters.  Please contact Courtney L. Lindsay II, Staff
Attorney , at (202) 551 -7237, Kathleen Krebs , Special Counsel, at (202) 551 -3350  or me at (202)
551-3810  with any other questions.

Since rely,

 /s/ Carlos Pacho for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Mail Stop 3720

May 11,  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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 securities la ws of the United States.  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 Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Robert S. Littlepage, for

 Carlos Pacho
Senior Assistant Chief Accountant
 AD Office 11 – Telecommunications

Cc: Carl Marcellino, Ropes & Gray LLP

CORRESP
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CORRESP

 April 25, 2016

VIA EDGAR

 Carlos Pacho

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F. Street, N.E.

 Washington, D.C.
20549

Re:
Surgery Partners, Inc.

 Annual Report on Form 10-K for the Year Ended
December 31, 2015

 Filed on March 11, 2016

File
No. 001-37576

 Dear Mr. Pacho:

On behalf of Surgery Partners, Inc. (the “Company”), set forth below are the Company’s responses to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) received by letter, dated April 14, 2016, relating to the Annual Report on Form 10-K for the Year Ended December 31, 2015 filed with the SEC
on March 11, 2016 (the “2015 10-K”).

 For your convenience, the text of each of the Staff’s comments is set forth in italics
below, followed in each case by the Company’s response in regular type.

 Mr. Carlos Pacho

United States Securities and Exchange Commission

 April 25, 2016

  Page
 2

 Financial Statements

Note 10. Income Taxes 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 accounted for your TRA obligations as a period expense in the year ended December 31, 2015 rather than equity.

Response to Comment 1:

 The Company’s accounting for
the TRA liability is to record its best estimate of the obligation at the end of each reporting period. The estimate for the TRA liability is impacted by the Company’s determination of whether the related deferred tax assets are expected to be
realized in the future. As noted in the Staff’s comment, the Reorganization occurred on September 30, 2015. At that time, valuation allowances were recorded which fully reserved the deferred tax assets (i.e., net operating losses
(“NOLs”) and other associated tax attributes) to which the TRA relates. In that regard, realization of those deferred tax assets was not considered more likely than not, and, therefore, it was the Company’s best estimate that there
were no amounts expected to be paid under the TRA at that time. Accordingly, no accrual for a TRA liability was recorded at September 30, 2015, the date of the Reorganization. Had a TRA liability been recorded at the date of Reorganization,
such would have been recorded through equity. While no accrual was recorded at September 30, 2015, the Company, in its Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2015 filed with the SEC on November 13, 2015,
appropriately disclosed the existence of the TRA and the potential amount estimated to be payable if the related deferred tax assets were ultimately realized.

At December 31, 2015, as disclosed in the Company’s 2015 10-K, based on an evaluation of all positive and negative evidence pertaining to the
realization of the deferred tax assets, the Company released substantially all of its valuation allowances, including those valuation allowances previously recorded against the deferred tax assets to which the TRA relates. With the release of those
valuation allowances, the Company recorded the TRA liability as the payments to the pre-IPO shareholders were now expected to be paid given the expected realization of the related deferred tax assets. Recognition of the TRA obligation subsequent to
the IPO would represent an element of the Company’s operating results and not the effect of a change in arrangements between the Company and its prior owners. Because the recording of the TRA liability occurred subsequent to the Reorganization,
such change in estimate was appropriately recorded as a period expense, instead of through equity. This accounting treatment is consistent with the guidance in ASC 740-20-45-11(g) which states, “All changes in the tax bases of assets and
liabilities caused by transactions among or with shareholders shall be included in equity including the effect of valuation allowances initially required upon recognition of any related deferred tax assets. Changes in valuation allowances occurring
in subsequent periods shall be included in the income statement.” As discussed above, there were no changes in tax bases of assets and liabilities at September 30, 2015, the date of Reorganization, due to the full valuation allowance
recorded at that time. However, consistent with the guidance in ASC 740-20-45-11(g) described above, the subsequent change to tax bases recorded at December 31, 2015 were recorded through the statement of operations.

 Mr. Carlos Pacho

United States Securities and Exchange Commission

 April 25, 2016

  Page
 3

 2. Further, we note from the table on page F-28 that you have recorded a disproportionately small deferred
tax asset of $2.75 million for this TRA liability. Please tell us how you determined this $2.75 million deferred tax asset.

 Response to Comment 2:

 The TRA that the Company entered into relates to historic tax attributes that existed at the date of the Reorganization which carried over to the
post-Reorganization company. The TRA requires the Company to pay out to the pre-IPO shareholders an amount equal to 85% of the amount of tax savings realized (or in certain cases deemed realized) by the Company as a result of the Company’s
pre-IPO NOLs and certain other tax attributes, plus accrued and imputed interest. Payments pursuant to the TRA are intended to be treated for tax purposes as contingent boot in a nontaxable transaction, except to the extent treated as payments of
imputed interest. These payouts will occur over time such that a portion of the deferred payouts will be treated as imputed interest for tax purposes. The deferred tax asset that was recorded at December 31, 2015 represents the portion of
the TRA liability that represents expected imputed interest for tax purposes. This portion of the TRA that represents an expected future interest deduction for tax purposes was estimated to be approximately $7.26 million, which resulted in a
deferred tax asset of $2.75 million. The NOLs and other associated tax attributes are reflected separately within the deferred tax schedule as NOLs and Capital Loss Carryforwards, among others. While realization of these tax attributes creates a
payout obligation under the TRA, they did not originate with the recording of the TRA.

 Mr. Carlos Pacho

United States Securities and Exchange Commission

 April 25, 2016

  Page
 4

 The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the
disclosure in the filing; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and (iii) it is the Staff’s view that the Company may
not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Please do not hesitate to contact me at (615) 234-5916 or Carl Marcellino of Ropes & Gray LLP at (212) 841-0623 if have any questions
regarding this letter.

 Very truly yours,

SURGERY PARTNERS, INC.

By:

 /s/ Teresa F. Sparks

Teresa F. Sparks

Executive Vice President, Chief Financial Officer

cc:
Michael Doyle, Chief Executive Officer

 Carl Marcellino, Partner, Ropes & Gray LLP

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

CORRESP
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Acceleration Request

 SURGERY PARTNERS, INC.

40 Burton Hills Boulevard

 Suite
500

 Nashville, TN 37215

 September 29,
2015

 VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549

Re:
Surgery Partners, Inc.

Registration Statement on Form S-1 (File No. 333-206439)

Request for Acceleration

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Surgery Partners, Inc. (the “Company”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-206439), as amended (the “Registration Statement”), so that it will be declared effective at 4:00 p.m. Eastern Time on
September 30, 2015, or as soon as possible thereafter. The Company hereby authorizes Carl Marcellino of Ropes & Gray LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

The Company hereby acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

(iii)
it is the staff’s position that the Company may not assert staff comments and the declaration of effectiveness of the Registration statement as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 U.S. Securities and Exchange Commission

 Page
 2

 Please notify Carl Marcellino of Ropes & Gray LLP, counsel to the Company, at
(212) 841-0623 as soon as the Registration Statement has been declared effective.

 Very truly yours,

SURGERY PARTNERS, INC.

By:

/s/ Michael T. Doyle

Michael T. Doyle

Chief Executive Officer

CORRESP
1
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CORRESP

 September 29, 2015

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549-4561

Re:
Surgery Partners, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-206439)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several underwriters of
the Company’s proposed public offering of up to 14,285,000 shares of common stock as well as the sale by the selling stockholders named in the Preliminary Prospectus of 2,142,750 shares of common stock to be sold by the selling stockholders if
the underwriters exercise their option to purchase additional shares in full, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration
Statement will be declared effective at 4:00 p.m., Washington D.C. time, on September 30, 2015, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the Act, we wish to advise you that we have made the following distribution of the Company’s Preliminary
Prospectus, dated September 21, 2015, through the date hereof:

 Preliminary Prospectus dated September 21, 2015:

3,942 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

 Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

GOLDMAN, SACHS & CO.

 JEFFERIES LLC

As Representatives of the several Underwriters

MERRILL LYNCH, PIERCE, FENNER &
SMITH
                                INCORPORATED

By:

 /s/ Richard A. Diaz

Name: Richard A. Diaz

Title:   Authorized Signatory

GOLDMAN, SACHS & CO.

By:

 /s/ Matt Leavitt

Name: Matt Leavitt

Title:   Managing Director

JEFFERIES LLC

By:

 /s/ Daniel Decelles

Name: Daniel Decelles

Title:   Managing Director

 [Signature Page to Underwriter Acceleration Request]

CORRESP
1
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CORRESP

 ROPES & GRAY LLP

1211 AVENUE OF THE AMERICAS

 NEW YORK, NY 10036-8704

WWW.ROPESGRAY.COM

 September 21, 2015

VIA EDGAR AND OVERNIGHT DELIVERY

Suzanne Hayes

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
Surgery Partners, Inc.

Amendment No. 1 to Registration Statement on Form S-1, filed on September 14, 2015

CIK No.
0001638833

 Dear Ms. Hayes:

On behalf of Surgery Partners, Inc. (the “Company”), set forth below are the Company’s responses to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) received by letter, dated September 17, 2015, relating to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed to
the SEC on September 14, 2015.

 The Company is concurrently filing via EDGAR Amendment No. 2 to Registration Statement on Form S-1 (the
“Registration Statement”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For your convenience, the Company is also delivering a hard copy of this letter together
with courtesy copies of the Registration Statement marked to show changes from the version filed on September 14, 2015.

 For your convenience, the
text of each of the Staff’s comments is set forth in italics below, followed in each case by the Company’s response in regular type. Page number references in our responses refer to the Registration Statement. The responses and information
described below are based upon information provided to us by the Company.

 Ms. Suzanne Hayes

United States Securities and Exchange Commission

 September 21,
2015

  Page
 2

 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
provision 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.

 Response to Comment 1:

 The Company has revised
the Registration Statement to add an appropriately titled risk factor describing the exclusive forum provision and the types of actions to which it relates and disclosing that such a provision 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. Please see the revisions on page 57.

 Ms. Suzanne Hayes

United States Securities and Exchange Commission

 September 21,
2015

  Page
 3

 If you have any questions or comments about this letter or need any further information,
please call the undersigned at (212) 841-0623.

 Very truly yours,

/s/ Carl Marcellino

Carl Marcellino

cc:
Michael Doyle

Teresa Sparks

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

CORRESP
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CORRESP

 ROPES & GRAY LLP

PRUDENTIAL TOWER

 800 BOYLSTON STREET

BOSTON, MA 02199-3600

 WWW.ROPESGRAY.COM

 FOIA Confidential Treatment Request

The entity requesting confidential treatment is

Carl Marcellino

Surgery Partners, Inc.

212-841-0623

40 Burton Hills Boulevard

646-728-1523 fax

Suite 500

carl.marcellino@ropesgray.com

Nashville, Tennessee 37215

Attn: Michael Doyle

Chief Executive Officer

(615) 234-5900

 Rule 83 Confidential Treatment Request: SPI-08-15

August 31, 2015

 VIA HAND DELIVERY

CONFIDENTIAL

 Jeffrey P. Riedler

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Mail Stop 4720

Washington, D.C. 20549

Re:
Surgery Partners, Inc.

Registration Statement on Form S-1, filed August 17, 2015

CIK No. 0001638833

 Dear Mr. Riedler,

On behalf of Surgery Partners, Inc. (the “Company”), set forth below is additional information to supplement the Company’s prior
response to comment 24 contained in the letter dated May 19, 2015 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), with respect to the Company’s Registration
Statement on Form S-1 (File No. 333-206439) (the “Registration Statement”) that was originally submitted confidentially to the Commission on April 22, 2015 and filed with the Commission on August 17, 2015.

Surgery Partners, Inc. respectfully requests that the information contained in the response be treated as confidential information and that
the Commission provide timely notice to Michael Doyle, Surgery Partners, Inc.

 THIS CORRESPONDENCE HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

40 Burton Hills Boulevard, Suite 500, Nashville, Tennessee 37215, before it permits any disclosure of the bracketed, underlined and highlighted information in this letter.

24. We may have additional comments on your accounting for equity issuances including unit-based compensation and beneficial conversion features. Once you
have an estimated offering price, please provide us an analysis explaining the reasons for the differences between recent valuations of your units leading up to the IPO and the estimated offering price.

Response to Comment 24:

 The Company supplementally
advises the Staff that, based on discussions with the Company’s Board of Directors and input provided by the underwriters, the Company currently anticipates that the price range for this offering is expected to be within the range of
 $[*
* *] to $[* * *] per share, with, assuming an offering price at the midpoint of the range, approximately [* * *] shares of common stock offered to the public in connection with the offering (or approximately [* * *] shares
if the underwriters fully exercise their option to purchase additional shares), representing approximately [* * *]% of the voting power and economic interest in the Company (or approximately [* * *]% if the underwriters exercise in
full their option to purchase additional shares of common stock). In arriving at this preliminary price range, the Company and the underwriters considered several factors, including the Company’s history and prospects and those of the industry
in which the Company competes; the current general condition of the securities markets and, in particular, the recent volatility of such markets; the recent market prices of the common stock of generally comparable companies; and preliminary
discussions between the Company and the underwriters regarding potential valuations of the Company as a public company. As discussed with the Staff, we have not provided further information on the valuation of the Class B Units in Surgery Center
Holdings, LLC issued prior to the Company’s initial public offering as the legal structure of the Company prior to its initial public offering is not consistent with its structure following the initial public offering, and therefore those units
did not represent interests in common stock of the Company. As described in the Registration Statement, following the initial public offering, the Company intends to adopt an equity incentive plan for the issuance of awards that represent
interests in common stock of the Company.

 If you require additional information, please feel free to contact Carl Marcellino of our offices at
(212) 841-0623.

 Best regards,

 /s/ Carl Marcellino

 Carl Marcellino (Ropes & Gray LLP)

cc:
Michael Doyle (Surgery Partners, Inc.)

Teresa Sparks (Surgery Partners, Inc.)

 -2-

Mail Stop 4720

August 26, 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.
Registration Statement on Form S -1
Filed August 17, 2015
  File No. 333 -206439

Dear Mr. Doyle:

We have reviewed your registration statement 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 this letter by amending your registration statement and providing
the requested information.   If you do not believe our comments apply to your facts and
circumstances or do not bel ieve 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 response to these comments, we may have additional comments.

Management’s Discussio n and Analysis of Financial Condition and Result of Operations
Results of Operations, page 84

1. It appears the operating income as a percentage of revenues for the year ended
December 31, 2014 should be 12.6% rather than the 9.2% disclosed in the
table.   Please revise or explain why you believe a revision is not necessary.

Exhibit 23.3

2. Please file a revised consent that references the correct date for Note 2.   The consent
states that the date for Note 2 is July 31, 2015 but the audit report states that t he date
is August 3, 2015.

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 Securities Act

 Mr. Michael Doyle
Surgery Partners, Inc.
August 26,  2015
Page 2

of 1933 and all applicable Securities 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.

Notwithstanding our comments, in the event you request acceleration of the effective
date of the pending registration statement, please provide a written statement from the
company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will
consider a written request for accele ration of the effective date of the registration statement
as confirmation of the fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as
they relate  to the proposed public offering of the securities specified in the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.

You may contact Vanessa Rober tson at (202) 551 -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, John Krug at (202) 551 -3862 or
me at (202) 551 -3715 with any  other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director
Office of Healthcare & Insurance

cc: Via E -mail
 Carl Marcellino, Esq.

July 6, 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 Draft Registration Statement on Form S -1
Submitted June 22, 2015
  CIK No. 0001638833

Dear Mr. Doyle:

We have reviewed amendment no. 1 to your draft registration statement and your
response letter dated June 22, 2015 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 this letter by providing the requested information and either submitting
an amended draft registrati on statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the infor mation you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Prospectus Summary
Patients, page 3

1. We note your response to our prior comment 2 and your r evised disclosure in response to
our comment.  Please expand your disclosure to describe how the patient satisfaction rate
is measured allowing you to achieve a 94% patient satisfaction rate.

2. We note your response to our prior comment 4.  However, it does  not appear that you
have included a description of your internal surveys in your prospectus as stated in your
response.  In addition, we note that while you have deleted the comparison between your
patient satisfaction rate and the industry average rate, you now state, “On average, our
facilities exceeded industry averages for each of Centers for Medicare and Medicaid
Services, or CMS, 2014 Ambulatory Surgical Center Quality Reporting (ASCQR)

Michael Doyle
Surgery Partners, Inc.
July 6, 2015
Page 2

 program’s five key core ASC quality measures…”  Please expand yo ur disclosure to
describe your internal surveys and whether they are the same ones used to gather data for
industry averages for the CMS 2014 ASQR programs five key core ASC quality
measures.  If not , please  explain why it is appropriate to state that your  facilities exceeded
industry averages for the CMS 2014 ASQR programs five key core ASC quality
measures.

Annual Cash Bonuses, page 141

3. We note your response to our prior comment 17 and expanded disclosure in response to
our comment.  Please revise your disclosure to provide the EBITDA targets on which Mr.
Doyle’s, Mr. Spark’s and Mr Crysel’s bonuses were based.

Principal Stockholders, page 152

4. We note that in response to our prior comment 19, you have revised your beneficial
ownership table to provide data as of May 1, 2015.  Please revise your table to be as of
the most recent practicable date not to exceed two weeks from the filing date of your
registration statement.

Surgery Center Holdings, Inc.
Consolidated Statements of Operations, page F -9

5. Please refer to your response to comment 21.   Since the reorganization will not occur until
immediately prior to the consummation of the offering, it is still not clear why earnings per share
are not presented in the historical financial statements.   Elsew here in the filing you present
historical financial information and then “as adjusted” financial information that gives effect to
the reorganization. Therefore, please revise your statements of operations to include the historical
earnings per share and we ighted average common shares outstanding.

Notes to Consolidated Financial Statements
2. Significant Accounting Policies,
Unit-Based Compensation, page F -21

6. Please refer to your response to comment 23. You acknowledge that unit -based
compensation is a critical accounting policy. Therefore, please explain why this is not
included in the critical accounting policies section of MD&A beginning on page
76.  Please revise your disclosure to clarify that these estimates are highly complex and
subjective and th at these estimates will not be necessary to determine fair value once the
underlying shares begin trading.

Michael Doyle
Surgery Partners, Inc.
July 6, 2015
Page 3

 You may contact Vanessa Robertson at (202) 551 -3649 or Sharon Blume at (202) 551 -
3474 if you have questions regarding comments on the financial s tatements and related matters.
Please contact Johnny Gharib at (202) 551 -3170, John Krug at (202) 551 -3862 or me at (202)
551-3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Carl Marcellino, Esq.
 Ropes & Gray LLP

May 19 , 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.
Draft Registration Statement on Form S -1
Submitted April 22, 2015
  CIK No. 0001638833

Dear Mr. Doyle:

We have reviewed your draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe  our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration stateme nt or filed registration statement, we may have additional
comments.

Market and Other Industry Data, page ii

1. We note your statements, “We have not independently verified any of the data from
third -party sources nor have we ascertained the underlying ec onomic assumptions relied
upon therein.  Similarly, internal surveys, industry forecasts and market research which
we believe to be reliable based upon our management’s knowledge of the industry, have
not been independently verified.”  It is not appropriat e to infer that you are not liable for
statements included in your registration statement.  Please revise your disclosure to delete
the statements referenced above.

Michael Doyle
Surgery Partners, Inc.
May 19 , 2015
Page 2

 Prospectus Summary
Patients, page 3

2. Please quantify how many patients participated in your internal surveys conducted in
2014, the degree of participation and how the patient satisfaction rate is measured
allowing you to achieve a 94% patient satisfaction rate.

3. Please revise your disclosure to quantify the patient satisfaction rate indu stry average and
describe how this rate is measured.

4. You state that according to internal survey’s conducted in 2014, your patients have
expressed a 94% patient satisfaction rate, which exceeds the industry average.  Please
expand your disclosure to descr ibe these surveys and whether they are the same as ones
used to gather industry data.  If not, please explain why it is appropriate to compare a
satisfaction rate achieved from your own internal surveys to an industry satisfaction rate
that was achieved us ing different surveys.

5. Please expand your disclosure to briefly describe CMS’ Ambulatory Surgical Center
Quality Reporting program’s six key core ASC quality measures when you first refer to
them in this section.

6. We note the statement that surgeries in your facilities are less expensive than the same
surgeries performed in a hospital outpatient department.  Please expand the discussion to
clarify whether you are referring solely to the cost of the use of the facility or whether the
comparison includes su rgeon fees, anesthesiology fees, etc.  In addition, please clarify
whether your facility charge is the same whether the surgery is performed in one of your
ASCs or surgical hospitals.  We may have additional comments.

Summary Consolidated Historical and Pro Forma Condens ed Combined Financial… , page 15

7. Please tell us how you concluded it was appropriate to present pro forma cash flow
information.  Tell us the nature and amount of the adjustments that were used to calculate
the pro forma cash flow amounts.

Risk Factors
Risks Related to Our Business and Industry
We may become involved in litigation which could negatively impact the value…, page 27

8. We note your disclosure that in certain instances former employees have brought claims
against you.  If you have had actions brought against you which caused a re duction in
your revenues resulting in  a material adverse effect on your business in the recent past,
please discuss the claim and the consequences of the claim.

Michael Doyle
Surgery Partners, Inc.
May 19 , 2015
Page 3

 Certain of our partnership and operati ng agreements contain termination dates…, page 30

9. We note that certain of your limited partnership, general partnership and limited liability
company agreements have termination dates by which the agreement expires by its terms.
Please expand your disclo sure to quantify the number of agreements which will expire
within the next three years and whether the expiration of such agreement if not renewed
will have a material adverse effect on your business.

Our variable rate indebtedness subject us to interest  rate risk, which could cause…, page 36

10. Please expand your disclosure in this risk to provide the amounts currently outstanding
under your Term Loans and Revolving Facility and to describe the interest rates to which
your loans are subject.

Use of Proceeds, page 58

11. Please revise your disclosure to provide the amount of proceeds that will be used to repay
a portion of the Second Lien Term Loan.  Please make confirming revisions in the other
areas of your prospectus where you provide a discussion of how proceeds from this
offering will be used.

Capitalization, page 60

12. Please separate the line item cash and cash equivalents with a double underline to clearly
separate it from your capitalization.  Remove the line item ‘Total liabilities and
stockholde rs’ equity (deficit)’ as not all liabilities from the balance sheet are included in
the capitalization table.  Please explain why you have not populated the historical
amounts for stockholders’ equity (deficit), non -controlling interests and total historic al
capitalization.

Long Term Debt
Revolver, page 85

13. Please file the credit agreement that governs the Revolver as an exhibit.

Business
One of the Nation’s Largest and Fastest Growing Surgical Services Platform…, page 95

14. In this section where you first  discuss Certificate of Need (“CON”) laws and on page 116
where you provide further discussion of these laws, please explain why CON laws only
apply to your competitors and present a competitive advantage to existing operators such
as yourself.

Michael Doyle
Surgery Partners, Inc.
May 19 , 2015
Page 4

 Our Operations Overview
General, page 105

15. We note your typical leases are for 10 years with two five year renewal options.  Please
quantify the number of leases you have for your facilities and the number of those leases
which are set to expire within the nex t three years.

Competition, page 111

16. Please disclose where you rank among the largest ASC operators listed in this section.

Executive Compensation
Annual Cash Bonuses, page 137

17. We note that Mr. Doyle, Ms. Sparks and Mr. Crysel were eligible to earn target cash
bonuses based on the achievement of specified EBITDA targets for the company as set
forth in their employment agreements.  Please expand your disclosure to describe these
EBITDA targets in this section of your prospectus.

Incentive Plans, page  140

18. We note that in connection with this offering, you intend to adopt an equity incentive
plan and a cash incentive plan.  Please expand your disclosure to describe these plans.
Also, please file the cash incentive plan as an exhibit.

Principal Stockh olders, page 148

19. Please revise your beneficial ownership table so that it is as of the most recent date
practicable.

Index to Consolidated Financial Statements
General

20. We note your disclosure on pages 15 and 66 that the prospectus does not include
financial statements of Surgery Partners, Inc. as it has been incorporated solely for the
purpose of effecting the offering and currently holds no material assets and does not
engage in any operations.  However, we do not believe this provides a sufficient bas is to
omit the audited financial statements of the registrant.  Please provide audited financial
statements of the registrant Surgery Partners, Inc. as required by Rule 3 -01(a) of
Regulation S -X, or tell us why you believe such financial statements are not  required.

Consolidated Statements of Operations, page F -5

21. You have disclosed on page F -18 that the company does not believe earnings per share to
be a meaningful presentation in the financial statements.  Therefore please clarify when

Michael Doyle
Surgery Partners, Inc.
May 19 , 2015
Page 5

 the line items for net income (loss) per share and weighted average common shares
outstanding will be populated in the statement of operations and what they will represent.
Please clarify how the 1,000 shares of outstanding common stock shown in the state ment
of stockholders’ equity will be considered in these calculations.

Consolidated Statements of Stockholders’ Equity, page F -7

22. It appears based on your disclosure on page F -36 that all compensation expense relates to
B-Units.  Therefore, please exp lain why the line items in 2012 and 2013 are labeled
stock -based compensation and the line item for 2014 is unit -based compensation.

Notes to Consolidated Financial Statements
12. Unit -Based Compensation, page F -36

23. You disclose on page F -17 that all opt ion pricing models require the input of highly
subjective assumptions including the expected stock price volatility and the expected
exercise patterns of the option holders.  Please expand your disclosures to describe the
specific methods used to determine  fair value of the units.  Please tell us your
consideration of including this as a critical accounting policy.

24. We may have additional comments on your accounting for equity issuances including
unit-based compensation and beneficial conversion features.  Once you have an estimated
offering price, please provide us an analysis explaining the reasons for the differences
between recent valuations of your units leading up to the IPO and the estimated offering
price.

Other Comments

25. We note that there are a n umber of additional exhibits that still need to be filed.  Please
provide these exhibits as promptly as possible.  Please note that we may have comments
on these materials once they are provided.

26. Please confirm that the graphics included in your registrat ion statement are the only
graphics you will use in your prospectus.  If those are not the only graphics, please
provide any additional graphics prior to their use for our review.

27. Please supplementally provide us with copies of all written communications , as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www .sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

Michael Doyle
Surgery Partners, Inc.
May 19 , 2015
Page 6

 Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm).  If you
intend to use Rule 83 (17 CFR 200.83) to reque st confidential treatment of information in the
correspondence you submit on EDGAR, please properly mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Vanessa Robertson at (202) 551 -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, John Krug at (202) 551 -3862 or me a t (202)
551-3715 with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Carl Marcellino, Esq.
 Ropes & Gray LLP