Surgery Partners raises HealthSpan merger price to $25/share, adds ticking fee; spurns $28 third-party bid

Surgery Partners, Inc.

Merger consideration raised to $25.00/share cash, plus Ticking Fees at a 10% annual rate if closing slips past March 1, 2027 — up to $1.61/share more, or $26.61 max, EV up to ~$6.0B.
Special Committee deemed a Nov. 3 unsolicited $28.00/share all-cash proposal (updated Nov. 8) not a Superior Proposal, citing longer/uncertain closing, greater regulatory risk and missing protections.
Company termination fee raised to approximately $149.1 million; a pre-vote termination for a Superior Proposal also requires reimbursing buyer expenses up to an $8.25 million cap.
Bain Capital, holding ~39% of shares, rolls over its stake for equity in the acquiring entity, receives no cash or Ticking Fee, and its voting support agreement remains in force.
Closing still expected in Q1 2027; the antitrust efforts covenant drops its materiality limitation, and HealthSpan has committed financing via cash on hand and new debt.

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