{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-124236","form_type":"8-K","ticker":"SGRY","cik":"0001638833","company_name":"Surgery Partners, Inc.","filed_at":"2026-11-09T14:15:24+00:00","discovered_at":"2026-11-09T14:16:00.232849+00:00","generated_at":"2026-11-09T14:16:04.543232+00:00","sec_items":["1.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.82,"calibrated_materiality_score":0.82,"confidence":"high","headline":"Surgery Partners raises HealthSpan merger price to $25/share, adds ticking fee; spurns $28 third-party bid","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-124236","json":"https://secwatch.observer/filing/0001104659-26-124236.json","markdown":"https://secwatch.observer/filing/0001104659-26-124236.md","text":"https://secwatch.observer/filing/0001104659-26-124236.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1638833/000110465926124236/0001104659-26-124236-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1638833/000110465926124236/tm2629312d1_8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-11-09T14:16:04.543232+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}