\nSurgery Partners, Inc. (NASDAQ: SGRY) (\u201cSurgery Partners\u201d or the \u201cCompany\u201d), a leading short-stay surgical facility owner and operator, and HealthSpan Partners, a contractual affiliate and supporting organization of U.S.-based Bon Secours Mercy Health (\u201cBSMH\u201d), today announced an amendment to its previously announced merger agreement. The amendment follows Surgery Partners\u2019 receipt of an unsolicited competing proposal from a third party.<\/p>\n
\nThe amendment to the HealthSpan Partners merger agreement increases the merger consideration to $25.00 per share in cash and further provides that the Company\u2019s stockholders (other than affiliates of Bain Capital Private Equity (\u201cBain Capital\u201d)) will receive additional monthly cash payments (the \u201cTicking Fee\u201d) in the event the requisite Company stockholder approval has been obtained but the merger between HealthSpan Partners and Surgery Partners has not occurred by March 1, 2027, which payments will be paid in equal monthly installments in arrears at a rate equal to 10% per annum on the $25.00 per share merger consideration, among other updates (the \u201cAmended HealthSpan Proposal\u201d).<\/p>\n
\nUnder the terms of the amended merger agreement, Surgery Partners stockholders (other than affiliates of Bain Capital) will receive (i) $25.00 per share in cash if the merger closes prior to March 1, 2027 and (ii) up to $1.61 per share in cash in Ticking Fees for maximum per share consideration of $26.61 in the event the requisite Company stockholder approval has been obtained prior to March 1, 2027 and the merger is consummated on the outside date of October 23, 2027, representing an enterprise value of up to approximately $6.0 billion.<\/p>\n
\nAffiliates of Bain Capital will not receive any consideration, including the Ticking Fee, for their shares of Surgery Partners in connection with the merger and will roll over their shares in Surgery Partners in exchange for equity interests in the acquiring entity and will remain a significant partner in Surgery Partners with HealthSpan Partners following closing of the merger.<\/p>\n
\n\u201cWe are pleased to have reached this outcome, which reflects the rigorous focus of our Board of Directors and Special Committee throughout this process on delivering the best possible result for Surgery Partners and our stockholders,\u201d said Eric Evans, Chief Executive Officer of Surgery Partners. \u201cThis transaction provides exceptional value for our stockholders, along with regulatory certainty and a closing expected in the near term. We continue to believe combining with HealthSpan Partners is the right next chapter for our company as, together with our physician and health system partners, we expand access to high-quality outpatient care across the communities we serve.\u201d<\/p>\n
\nSurgery Partners\u2019 determination to enter into the amendment to the HealthSpan Partners merger agreement takes into account the unsolicited non-binding proposal received from a third party on November 3, 2026, as updated on November 8, 2026, pursuant to which the third party proposed to acquire all of the Company\u2019s outstanding shares for $28.00 per share in cash (the \u201cUpdated Third Party Proposal\u201d).<\/p>\n
\nTransaction negotiations continued to be led by a Special Committee of the Surgery Partners Board of Directors (the \u201cSpecial Committee\u201d), which is composed entirely of independent and disinterested directors. In accordance with their fiduciary duties, the Surgery Partners Board of Directors (the \u201cBoard\u201d) and the Special Committee carefully evaluated the risks and benefits of both the Updated Third Party Proposal and the Amended HealthSpan Proposal, including (1) that the Updated Third Party Proposal would be expected to take materially longer to close than the Amended HealthSpan Proposal, or may not close, which reduces the value of the proposed consideration to our stockholders, (2) the regulatory risk and complexity in entering into a transaction with the third party compared with HealthSpan Partners and (3) that the Updated Third Party Proposal did not provide contractual and other protections sought by the Special Committee to mitigate those risks.<\/p>\n
\nAfter consultation with its financial and legal advisors, the Special Committee unanimously determined that the Updated Third Party Proposal did not constitute a \u201cSuperior Proposal\u201d for purposes of the HealthSpan Partners merger agreement, taking into account the Amended HealthSpan Proposal, and unanimously recommended to the Board that it enter into the amendment to the HealthSpan Partners merger agreement and the Board subsequently approved such amendment based on the Special Committee\u2019s recommendation and its determination that the revised terms represent the best transaction for stockholders, taking into account the regulatory complexity and timing of closing of the Updated Third Party Proposal.<\/p>\n
\nThe Surgery Partners Board reaffirms its recommendation that the holders of Surgery Partners common stock vote at the special meeting to approve the merger with HealthSpan Partners on the terms and subject to the conditions set forth in the HealthSpan Partners amended merger agreement.<\/p>\n
\nBain Capital, currently the largest stockholder of Surgery Partners, collectively owning approximately 39% of outstanding shares, previously entered into a voting and support agreement pursuant to which it agreed to vote all its Surgery Partners shares in favor of the merger with HealthSpan Partners, which agreement remains in place.<\/p>\n
\nThe transaction is still expected to close in the first quarter of 2027, subject to the approval of Surgery Partners stockholders, the receipt of regulatory approvals and satisfaction of other customary closing conditions. HealthSpan Partners continues to intend to fully finance the acquisition through a combination of cash on hand and new debt, for which commitments have been secured.<\/p>\n
Advisors<\/b><\/p>\n
\nCenterview Partners is serving as lead financial advisor to Surgery Partners with Leerink Partners also serving as financial advisor. Moelis & Company LLC is serving as financial advisor to the Special Committee. Goodwin Procter LLP is serving as legal counsel to the Special Committee and Ropes & Gray LLP and McDermott Will & Schulte LLP are serving as legal counsel to Surgery Partners. Kirkland & Ellis LLP is serving as legal counsel to Bain Capital with Barclays and J.P. Morgan also serving as Bain Capital\u2019s financial advisors. FTI Consulting, Inc. is serving as Surgery Partners\u2019 strategic communications advisor.<\/p>\n
\nJefferies LLC is serving as exclusive financial advisor to HealthSpan Partners, Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel, McGuireWoods, LLP is serving as healthcare regulatory counsel and Joele Frank, Wilkinson Brimmer Katcher is serving as its strategic communications advisor. Jefferies has further provided committed financing as sole initial underwriter in support of the transaction.<\/p>\n
About Surgery Partners<\/b><\/p>\n
\nHeadquartered in Brentwood, Tennessee, Surgery Partners is a leading healthcare services company with a differentiated outpatient delivery model focused on providing high-quality, cost effective solutions for surgical and related ancillary care in support of both patients and physicians. Founded in 2004, Surgery Partners is one of the largest and fastest growing surgical services businesses in the country, with more than 200 locations in 30 states, including ambulatory surgery centers, surgical hospitals, multi-specialty physician practices and urgent care facilities. For additional information, visit https:\/\/surgerypartners.com\/<\/a>.<\/p>\n About HealthSpan Partners<\/b><\/p>\n \nHealthSpan Partners is a diversified healthcare services organization affiliated with Bon Secours Mercy Health. Through its portfolio of healthcare organizations and partnerships, HealthSpan Partners supports accessible, patient-centered care across multiple healthcare settings.<\/p>\n Additional Information and Where to Find It<\/b><\/p>\n \nIn connection with the proposed acquisition by an affiliate of BSMH of the Company (the \u201cTransactions\u201d), the Company will file with the Securities and Exchange Commission (the \u201cSEC\u201d) a proxy statement (the \u201cProxy Statement\u201d), a definitive version of which will be mailed or otherwise provided to its stockholders. The Company and certain other filing persons intend to jointly file a transaction statement on Schedule 13E-3 (the \u201cSchedule 13E-3\u201d). The Company may also file other documents with the SEC regarding the proposed Transactions. BEFORE MAKING ANY VOTING DECISION, THE COMPANY\u2019S STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND THE SCHEDULE 13E-3 IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO IN CONNECTION WITH THE PROPOSED TRANSACTIONS OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES TO THE PROPOSED TRANSACTIONS. Investors and security holders may obtain free copies of the Proxy Statement, the Schedule 13E-3 and other documents that the Company files with the SEC (when available) from the SEC\u2019s website at www.sec.gov<\/a> and the Company\u2019s website at ir.surgerypartners.com. In addition, the Proxy Statement, the Schedule 13E-3 and other documents filed by the Company with the SEC (when available) may be obtained from the Company free of charge by directing a request to the Company\u2019s Investor Relations at IR@surgerypartners.com<\/a>.<\/p>\n Participants in the Solicitation<\/b><\/p>\n \nThe Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the Company\u2019s stockholders in connection with the proposed Transactions. Information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of the stockholders of the Company in connection with the proposed Transactions, including a description of their respective direct or indirect interests, by security holdings or otherwise will be set forth in the Proxy Statement and Schedule 13E-3 and other materials to be filed with the SEC. You may also find additional information about the Company\u2019s directors and executive officers in the Company\u2019s proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on April 23, 2026 (the \u201cAnnual Meeting Proxy Statement\u201d) , including under the sections entitled \u201cSecurity Ownership of Certain Beneficial Owners and Management\u201d, \u201cProposal No. 1 Election of Directors\u201d, and \u201cExecutive Officers\u201d therein. To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Annual Meeting Proxy Statement, such information has been or will be reflected in the Company\u2019s Statements of Change in Ownership on Forms 4 filed with the SEC. The Company\u2019s stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed Transactions, including the interests of the Company\u2019s directors and executive officers in the proposed Transactions, which may be different than those of the Company\u2019s stockholders generally, by reading the Proxy Statement and Schedule 13E-3 and other relevant materials to be filed with the SEC relating to the proposed Transactions. You can obtain free copies of these documents from the Company using the contact information above.<\/p>\n No Offer<\/b><\/p>\n \nNo person has commenced soliciting proxies in connection with the proposed Transactions referenced in this communication, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities, nor a solicitation of any vote or approval.<\/p>\n Cautionary Note Regarding Forward-Looking Statements<\/b><\/p>\n \nThis communication contains forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events, the Company\u2019s future financial or operating performance or the proposed Transactions. All statements other than statements of historical facts contained in this communication, including statements regarding the proposed Transactions and their expected timing, completion and effects, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as \u201canticipates,\u201d \u201cbelieves,\u201d \u201ccould,\u201d \u201cestimates,\u201d \u201cexpects,\u201d \u201cintends,\u201d \u201clikely,\u201d \u201cmay,\u201d \u201cmight,\u201d \u201cshould,\u201d \u201cplans,\u201d \u201cpotential,\u201d \u201cprojects,\u201d \u201cwill,\u201d or the negative of these words or other similar terms or expressions that concern the Company\u2019s expectations, strategy, plans or intentions.<\/p>\n \nReaders are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results due to a variety of factors. Important factors that could cause actual outcomes or results to differ materially from the forward-looking statements include, but are not limited to, (a) the ability of the parties to consummate the proposed Transactions in a timely manner or at all; (b) the satisfaction (or waiver) of closing conditions to the consummation of the proposed Transactions; (c) the potential impact of the unsolicited proposal from a third party or possibility that more competing offers may be made; (d) potential delays in consummating the proposed Transactions; (e) the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed Transactions that could delay the consummation of the proposed Transactions or cause the parties to abandon the proposed Transactions; (f) the possibility that the Company may not receive the requisite stockholder approval for the proposed Transactions; (g) the ability of the Company to timely and successfully achieve the anticipated benefits of the proposed Transactions; (h) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement with BSMH; (i) the Company\u2019s ability to implement its business strategy; (j) significant transaction costs associated with the proposed Transactions, as well as liabilities that are not known, probable or estimable at this time or other unexpected costs, charges or expenses; (k) the possibility that the proposed Transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (l) potential litigation relating to the proposed Transactions; (m) the risk that disruptions from the proposed Transactions will harm the Company\u2019s business, including current plans and operations; (n) risks related to the diversion of management\u2019s time and attention from the Company\u2019s ongoing business operations to matters relating to the proposed Transactions; (o) the ability of the Company to retain and hire key personnel; (p) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Transactions; (q) legislative, regulatory and economic developments affecting the Company\u2019s business; (r) general economic and market developments and conditions; (s) the legal, regulatory and tax regimes under which the Company operates; (t) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed Transactions that could affect the Company\u2019s financial performance; (u) the risk that any announcements relating to the proposed Transactions or the unsolicited proposal from a third party could have adverse effects on the market price of the Company\u2019s common stock, and the risk that such price may decline significantly if the proposed Transactions are not consummated on the anticipated timeline, or at all; (v) restrictions during the pendency of the proposed Transactions that may impact the Company\u2019s ability to pursue certain business opportunities or strategic transactions; and (w) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as the Company\u2019s response to any of the aforementioned factors. There can be no assurance that the proposed Transactions will in fact be consummated. The foregoing list of factors is not exhaustive, and new risks may emerge from time to time. It is not possible for the Company to predict all risks, nor can the Company assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.<\/p>\n \nFor information regarding other factors that could cause the Company\u2019s results to vary from expectations, please see the \u201cRisk Factors\u201d section of the Company\u2019s periodic report filings with the SEC, including but not limited to the Company\u2019s Form 10-Q filed with the SEC on August 10, 2026, the Company\u2019s Form 10-Q to be filed with the SEC on November 9, 2026 and the Company\u2019s Form 10-K filed with the SEC on March 2, 2026, as well as other documents that may be filed by the Company from time to time with the SEC. These filings, as well as subsequent filings, are available on the investor relations section of the Company\u2019s website at ir.surgerypartners.com or on the SEC\u2019s website at www.sec.gov<\/a>. The statements in this communication represent the Company\u2019s current beliefs, estimates and assumptions as of the date of this communication. Subsequent events and developments may cause the Company\u2019s views to change. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing the Company\u2019s views as of any date subsequent to the date of this communication.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20261109695957\/en\/<\/a><\/span><\/p>\n For Surgery Partners Dan Scorpio \/ Jim Polson For HealthSpan Partners \/ BSMH Allison Sobel \/ Sharon Stern \/ Ed Trissel KEYWORDS:<\/b> United States North America Tennessee Ohio<\/p>\n INDUSTRY KEYWORDS:<\/b> Health Hospitals Surgery Practice Management Managed Care General Health<\/p>\n<\/p>\n
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<\/i><\/b>
Surgery Partners Investor Relations
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+1 (615) 234-8940
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IR@surgerypartners.com
\n<\/a><\/p>\n
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FTI Consulting
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+1 (872) 344-5356 \/ +1 (312) 375-5908
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Dan.Scorpio@fticonsulting.com<\/a> \/ Jim.Polson@fticonsulting.com
\n<\/a><\/p>\n
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<\/i><\/b>
PR@bsmhealth.org
\n<\/a>
+1 (283) 229-5551<\/p>\n
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Joele Frank, Wilkinson Brimmer Katcher
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+1 (212) 355-4449
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HealthSpanPartners-media@joelefrank.com<\/a><\/p>\n
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