Surgery Partners to be taken private by HealthSpan Partners at $23.50/share in cash

Surgery Partners, Inc.

Merger Agreement dated October 23, 2026: Spyglass Merger Subsidiary merges into Surgery Partners; each share converts to $23.50 cash, no interest.
Parent is Spyglass Topco, LLC; Bon Secours Mercy Health, Inc. is guarantor, and HealthSpan Partners (a Parent/Guarantor affiliate) joined the October 26, 2026 press release.
BCPE Seminole Holdings funds roll their shares into Parent equity instead of taking cash and agreed to vote in favor under a Voting and Support Agreement.
Company termination fee is $108,986,842; outside End Date is July 23, 2027; closing needs majority-of-outstanding plus majority-of-disinterested stockholder votes and HSR clearance.
Parent has a debt commitment letter for the financing, and consummation is not conditioned on financing.

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