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Surgery Partners and HealthSpan Partners Announce Amended Merger Agreement, Following Receipt of Unsolicited Proposal

SGRY
  • Surgery Partners amended its merger agreement with HealthSpan Partners to increase consideration to $25.00 per share in cash.
  • The revised transaction represents an enterprise value of up to approximately $6.0 billion.
  • Stockholders other than Bain Capital affiliates may receive up to $1.61 per share in additional Ticking Fees if the merger closes after March 1, 2027, capping total consideration at $26.61 per share.
  • Ticking Fees accrue at a rate of 10% per annum on the $25.00 base price in monthly installments in arrears until closing.
  • Bain Capital affiliates will not receive cash consideration or Ticking Fees; instead, they will roll over their shares for equity in the acquiring entity while retaining significant partnership status.
  • The amendment follows an unsolicited competing proposal from a third party offering $28.00 per share in cash.
  • The Special Committee rejected the third-party proposal as not constituting a Superior Proposal due to longer closing timelines, higher regulatory risks, and lack of protective covenants.
  • The Board of Directors recommends that stockholders approve the amended merger agreement with HealthSpan Partners.
  • The transaction is expected to close in the first quarter of 2027, subject to stockholder approval, regulatory clearances, and other customary conditions.
  • HealthSpan Partners intends to finance the acquisition using cash on hand & secured new debt commitments.
  • Bain Capital holds approximately 39% of Surgery Partners shares & has a voting agreement to support the HealthSpan merger.