Surgery Partners, Inc. (SGRY) Form 8-K — Nov 9, 2026

$SGRYForm 8-KItems 1.01, 7.01, 9.01Filed Nov 9, 2026, 9:15 AM ET0001104659-26-124236Original filing

Surgery Partners amended its merger agreement with HealthSpan Partners (Bon Secours Mercy Health) on November 8, 2026, raising the cash take-private price to $25.00 per share, up to $26.61 including Ticking Fees, for an enterprise value of up to approximately $6.0 billion. The amendment followed an unsolicited $28.00-per-share third-party proposal, which the Special Committee unanimously determined did not constitute a Superior Proposal given greater regulatory risk and longer expected time to close.

Key figures

Deal Value Usd: 6000000000
Outside date: 2027-10-23
Expected close: first quarter of 2027
Ticking fee rate: 10% per annum on $25.00 per share, monthly in arrears after March 1, 2027
Bain capital ownership: approximately 39%
Company termination fee: $149,101,164.45
Per share consideration: $25.00
Expense reimbursement cap: $8.25 million
Max ticking fee per share: $1.61
Third party proposal price: $28.00 per share
Max per share with ticking fees: $26.61

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