| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SGRY | Common Stock | Award | $225M | +9.18M | +18.72% | $24.50 | 58.2M | Nov 23, 2022 | See footnotes | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | On November 21, 2022, Bain Capital Fund XI, L.P. ("Fund XI") entered into a stock purchase agreement with the Issuer pursuant to which the Issuer agreed to issue and sell 9,183,673 shares of Common Stock to Fund XI at a price of $24.50 per share, for an aggregate purchase price of $224,999,988.50 (the "Private Placement"). The closing of the Private Placement was contingent on the closing of the Issuer's concurrent underwritten offering, which closed on November 23, 2022. The Private Placement is expected to close within 30 days of the date hereof, subject to the satisfaction of customary closing conditions. |
| F2 | Represents 49,064,576 shares of Common Stock held by BCPE Seminole Holdings LP ("BCPE Seminole") and 9,183,673 shares of Common Stock held by Fund XI, after giving effect to the closing of the Private Placement. |
| F3 | Bain Capital Investors, LLC ("BCI") is (i) the sole member of BCPE Seminole GP LLC ("BCPE Seminole GP"), which is the general partner of BCPE Seminole and (ii) the general partner of Bain Capital Partners XI, L.P. ("Partners XI"), which is the general partner of Fund XI. As a result, BCPE Seminole GP and Partners XI may be deemed to share voting and dispositive power with respect to the securities held by BCPE Seminole and Fund XI, respectively, and BCI may be deemed to share voting and dispositive power with respect to the securities held by both BCPE Seminole and Fund XI. Each of BCI, BCPE Seminole GP and Partners XI disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. |