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AI brief of an SEC Form 8-K · Surgery Partners, Inc. (SGRY)

Surgery Partners raises HealthSpan merger price to $25.00 per share in cash, adds ticking fee

Mixed Impact 5 of 5 m&a

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.

Key points

  • 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

The filing

CompanySurgery Partners, Inc. (SGRY)
Form8-K, current report
Filed with the SECNov 9, 2026, 9:15 AM ET
Accession number0001104659-26-124236

Items reported: 1.01 Material Definitive Agreement7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 9:25 AM ET, from this filing only.

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.