Goodwin Advises Surgery Partners on Amended $6 Billion Merger Agreement With HealthSpan Partners

The Public M&A and Healthcare teams advised the Special Committee of the Board of Directors of Surgery Partners, Inc. (NASDAQ: SGRY) (Surgery Partners) on an amendment to its definitive agreement to be acquired by HealthSpan Partners, a contractual affiliate and supporting organization of Bon Secours Mercy Health, in an all-cash transaction valued at an enterprise value of approximately up to $6.0 billion.

Under the terms of the amended agreement, Surgery Partners stockholders, other than affiliates of Bain Capital Private Equity, will receive (i) $25.00 per share in cash if the merger closes prior to March 1, 2027, and (ii) up to an additional $1.61 per share in cash in ticking fees for maximum per share consideration of $26.61 in the event the requisite Surgery Partner stockholder approval has been obtained prior to March 1, 2027, and the merger is consummated on the outside date of October 23, 2027. The amendment follows Surgery Partners’ receipt of an unsolicited competing proposal from a third party.

The transaction is expected to close in the first quarter of 2027, subject to stockholder approval, regulatory approvals, and other customary closing conditions.

The Goodwin team was led by Joshua Zachariah, Blake Liggio, Jessica Park, Caitlin Tompkins, Eryn L. Mathews, Nathalie Dabrowski, Keelin Fitzsimons, Marina Phillips, Peter Yang, and Keerthi Adusumilli (M&A); Arman Oruc, Elliot Silver, Simone Waterbury, and Arom Yun (Antitrust); and Deborah S. Birnbach and Tucker DeVoe (Securities Litigation).

For more information, please read the press release.