HealthSpan Partners raised its agreed take-private price for Surgery Partners to $25 a share from $23.50, as the surgical-facility operator’s board backed the deal over a nonbinding rival proposal of $28 a share, the companies announced November 9.
HealthSpan is affiliated with nonprofit hospital system Bon Secours Mercy Health. Surgery Partners, which remains listed on Nasdaq pending the acquisition, operates short-stay surgical facilities with physicians and health systems. The companies’ October announcement described more than 200 locations in 30 states and about 5,000 affiliated physicians.
Surgery Partners’ independent special committee said the rival proposal could take substantially longer to close or fail, involved greater regulatory complexity and lacked protections it had sought. The bidder, which the announcement did not identify, updated its proposal on November 8.
Under the November 8 amendment filed with the SEC, the buyer’s acquisition vehicle must act to overcome antitrust obstacles, including selling assets or businesses and changing contractual relationships when necessary to complete the deal.
The amendment provides additional payments for eligible shareholders if they approve the merger before March 1, 2027, but it has not closed by then. Monthly payments at a 10% annual rate on the $25 price could add up to $1.61 a share by the October 23, 2027 outside date. The maximum $26.61 per share would put the deal’s enterprise value at up to about $6 billion.
Bain Capital, which owns about 39% of Surgery Partners, would receive neither the cash purchase price nor the delay payments. It plans to exchange its shares for equity in the buyer, and its agreement to vote in favor remains in place. The companies still expect closing in the first quarter of 2027, subject to shareholder and regulatory approvals.