Surgery Partners, Inc. and HealthSpan Partners raised the proposed acquisition’s cash price to $25 a share, improving eligible shareholders’ terms after an unidentified bidder made a nonbinding $28 offer for all outstanding shares.
The revised terms, announced Nov. 9, lift the amount from $23.50 in the original agreement, a $1.50 increase per eligible share. The companies put the amended transaction’s enterprise value at up to about $6 billion, compared with about $5.7 billion under the initial deal.
The cash price excludes affiliates of Bain Capital Private Equity, which hold about 39% of Surgery Partners. Those affiliates would exchange their holdings for equity in the acquiring entity instead of cash, leaving the $25 payment and any additional monthly cash payments for other eligible shareholders.
The $25 is base cash consideration; it does not depend on the merger closing before March 1, 2027. If shareholders approve the transaction before then and it remains unclosed after that date, eligible holders can receive additional monthly cash payments. Those fees could add as much as $1.61 a share if closing occurs on the agreement’s Oct. 23, 2027, outside date, raising the maximum payment to $26.61 per share.
Although the rival proposal is $3 above the amended base price, it is nonbinding and covers every outstanding share, while HealthSpan’s cash price excludes Bain affiliates. The board said it backed the amended agreement after assessing the rival bid’s likely timetable, regulatory challenges and missing deal protections. The board’s stated rationale explains its support for the amended terms despite the rival’s higher headline figure.
The amendment comes after the Financial Times reported talks over a majority stake in Surgery Partners involving Bon Secours Mercy Health. HealthSpan is affiliated with Bon Secours Mercy Health, the hospital group involved in those talks.
Shareholder and regulatory approvals remain outstanding. The companies expect to complete the merger in the first quarter of 2027.
