Every material Form 8-K Surgery Partners, Inc. has filed with the SEC since August 10, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Surgery Partners amended its merger agreement with HealthSpan Partners, an affiliate of Bon Secours Mercy Health, to raise the cash price to $25.00 per share and add monthly ticking fees if the merger does not close by March 1, 2027. The company's board said a rival third-party proposal at $28.00 per share was not a superior proposal, citing longer closing time and regulatory risk, and the company still expects the deal to close in the first quarter of 2027.
Merger consideration increased to $25.00 per share in cash, excluding Bain Capital affiliates' rollover shares
Ticking fee of up to $1.61 per share if the merger closes after March 1, 2027, for a maximum of $26.61 per share at the October 23, 2027 outside date
Company termination fee increased to approximately $149.1 million; expense reimbursement capped at $8.25 million
Board reaffirmed its recommendation; the rival proposal at $28.00 per share was judged not superior, and Bain Capital (about 39% ownership) has agreed to vote in favor
Surgery Partners agreed on October 23, 2026 to be acquired by Spyglass Topco, LLC, an entity tied to HealthSpan Partners, in a deal the company values at about $5.7 billion enterprise value. Public shareholders other than Bain Capital affiliates would receive $23.50 in cash per share, and the company would become privately held and delist from Nasdaq if the deal closes. Completion depends on stockholder approval, regulatory clearance, and other customary conditions, with closing expected in the first quarter of 2027.
Per-share cash consideration of $23.50 for common stock, excluding Bain Capital rollover shares, appraisal shares and certain other holdings
Bain Capital affiliates, owning about 39% of outstanding shares, agreed to vote in favor and roll over their equity into the acquiring entity
Expected closing in the first quarter of 2027; either party may terminate if the merger is not completed by July 23, 2027, subject to extensions
Stockholder approval requires a majority of outstanding shares and a majority of votes cast by disinterested stockholders
Surgery Partners completed the sale of its ownership interests in Mountain View Hospital and Idaho Falls Community Hospital to Intermountain Health on September 14, 2026, receiving aggregate consideration of about $796.6 million, with proceeds mainly used to pay down debt. Pro forma figures show lower revenue and a larger net loss attributable to the company for the periods presented, while management expects the deal to be accretive to adjusted earnings growth on an annual basis and to reduce balance sheet leverage. The company also updated its 2026 guidance to remove the sold hospitals' contribution for the rest of the year.
Sale closed September 14, 2026; gross proceeds of $797 million and $587 million in net cash proceeds at closing, subject to post-closing adjustments.
Balance sheet leverage, as defined in the credit agreement, is expected to improve by 30 basis points from 4.4x at the end of Q2 2026.
Updated 2026 guidance: revenue of $3.08 billion to $3.18 billion and Adjusted EBITDA of at least $489 million.
Pro forma net loss attributable to Surgery Partners was $69.2 million for the six months ended June 30, 2026, versus $50.9 million as reported; estimated gain on sale is $16.4 million.
Surgery Partners reported second-quarter 2026 revenue up 2.7% to $848.9 million, but its net loss attributable to the company widened to $15.0 million from $2.5 million a year earlier, and Adjusted EBITDA fell to $125.2 million from $129.0 million. The company reaffirmed its full-year 2026 revenue and Adjusted EBITDA guidance, excluding the pending Idaho Falls divestiture.
Revenue rose 2.7% to $848.9 million; same-facility revenues rose 5.0% and same-facility cases rose 0.3%.
Net loss attributable to Surgery Partners was $15.0 million, or $0.12 per share, versus a $2.5 million loss in Q2 2025.
Adjusted EBITDA was $125.2 million, compared with $129.0 million in Q2 2025.
Full-year 2026 guidance reaffirmed: revenue of $3.35 billion to $3.45 billion and Adjusted EBITDA of at least $530 million, excluding the Idaho Falls divestiture.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Surgery Partners, Inc. filing is on SEC EDGAR ↗. 8-K briefs of other companies →