Surgery Partners, Inc. filed soliciting material under Rule 14a-12 on November 9, 2026, disclosing an amendment to its merger agreement with HealthSpan Partners following receipt of an unsolicited competing proposal from a third party.

Key Highlights

  • Amended enterprise value: HealthSpan Partners will acquire Surgery Partners in an all-cash transaction valued at an enterprise value of up to approximately $6.0 billion, according to the filing.
  • Competing proposal: The amendment follows Surgery Partners' receipt of an unsolicited competing proposal from a third party, as disclosed in the employee communication.
  • Board recommendation reaffirmed: The Board of Directors reaffirmed its recommendation in support of the acquisition by HealthSpan Partners.
  • Special Committee review: The Special Committee of the Board evaluated both the competing proposal and the updated HealthSpan Partners proposal, including the risks and benefits of each, the filing states.
  • Expected closing: The transaction is still expected to close in the first quarter of 2027, subject to stockholder approval, regulatory approvals, and other customary closing conditions.
  • CEO communication: Chief Executive Officer Eric Evans made the disclosure in an email to all employees on November 9, 2026.

Surgery Partners Discloses Amended $6.0 Billion Merger Terms After Unsolicited Rival Bid

Surgery Partners, Inc. filed soliciting material with the SEC on November 9, 2026, in the form of an employee communication from CEO Eric Evans. The filing disclosed that the company had amended its existing merger agreement with HealthSpan Partners, an affiliate of Bon Secours Mercy Health (BSMH), after receiving an unsolicited competing proposal from an unidentified third party.

According to the filing, the amended agreement values the all-cash transaction at an enterprise value of up to approximately $6.0 billion. The filing also noted that "the amended agreement also includes several updated financial terms," directing readers to a press release issued the same morning for additional detail on those terms. The filing does not specify the identity of the third-party bidder or the value of its proposal.

The filing states that the Board of Directors and the Special Committee "carefully evaluated the unsolicited competing proposal from the third party and the updated proposal from HealthSpan Partners, including the risks and benefits of both proposals, and concluded that the amended merger agreement with HealthSpan Partners is the best path forward." The Board's recommendation in support of the HealthSpan Partners acquisition was reaffirmed, and the amended agreement was described as "in full effect." The transaction remains conditioned on Surgery Partners stockholder approval, receipt of regulatory approvals, and satisfaction of other customary closing conditions, with an expected close in the first quarter of 2027. The filing notes that forward-looking statements are subject to the company's cautionary language and risk factors, including the possibility that the transaction may not close on the expected timeline or at all.

What Was Disclosed

Surgery Partners disclosed an amendment to its merger agreement with HealthSpan Partners, setting the all-cash transaction at an enterprise value of up to approximately $6.0 billion, following an unsolicited third-party competing bid that the Board reviewed before reaffirming its support for the amended HealthSpan deal.