Surgery Partners, Inc. filed a current report on November 9, 2026, disclosing that on November 8, 2026, it entered into Amendment No. 1 to its Agreement and Plan of Merger with Spyglass Topco, LLC, Spyglass Merger Subsidiary, Inc., and guarantor Bon Secours Mercy Health, Inc., raising the per-share cash consideration and revising several key deal terms.

Key Highlights

  • Increased merger price: The amendment raises the cash consideration for each share of Surgery Partners common stock (other than Rollover Shares) to $25.00 per share.
  • Ticking fee added: If stockholder approval is obtained but the merger has not closed by March 1, 2027, stockholders will receive additional monthly cash payments at a rate of 10% per annum on the $25.00 per share consideration.
  • Maximum ticking fee: Based on an outside date of October 23, 2027, the maximum ticking fee per share is $1.61, according to the filing.
  • Higher termination fee: The amendment increases the Company Termination Fee to approximately $149.1 million.
  • Expense reimbursement cap: If the company terminates the agreement before stockholder approval to pursue a Superior Proposal, it must reimburse buyer parties' out-of-pocket expenses up to $8.25 million in aggregate.
  • Regulatory covenant revised: The amendment removes the materiality limitation on Parent's obligation to take all actions necessary to eliminate antitrust, competition, and trade regulation impediments to closing.
  • Tax indemnity by Parent: Parent is obligated to indemnify Surgery Partners and its subsidiaries for specified income tax losses arising from an adverse tax determination relating to the ticking fees or corresponding company award payments.

Amendment Details and Key Changes for Surgery Partners Stockholders

Surgery Partners, Inc. (NASDAQ:SGRY), a Delaware corporation headquartered at 340 Seven Springs Way, Suite 600, Brentwood, Tennessee, operates in the healthcare sector and is the subject of a proposed acquisition by an affiliate of Bon Secours Mercy Health, Inc. The original Agreement and Plan of Merger was dated October 23, 2026, and involved Spyglass Topco, LLC as Parent and Spyglass Merger Subsidiary, Inc. as a wholly-owned subsidiary of Parent that would merge with and into the company, leaving Surgery Partners as a wholly-owned subsidiary of Parent following the merger.

The amendment filed on November 8, 2026, raises the per-share merger consideration to $25.00 in cash for each share of Surgery Partners common stock, excluding Rollover Shares. The filing also introduces a ticking fee mechanism: if the requisite stockholder approval has been received but the merger remains unclosed as of March 1, 2027, non-Rollover stockholders will receive monthly cash installments paid in arrears at a rate of 10% per annum on the $25.00 per-share consideration. The filing states that, based on the outside date of October 23, 2027, the maximum ticking fee that may be paid per share is $1.61. Corresponding cash payments are also provided for In-the-Money Company Stock Options, Company Restricted Stock, and Company PSUs outstanding on the applicable record date, subject to the terms of the Amended Merger Agreement.

Beyond the economic terms, the amendment removes the materiality limitation from Parent's regulatory efforts covenant, requiring Parent to take "any and all action necessary" to resolve antitrust, competition, and trade regulation impediments before the end date. The Company Termination Fee has been increased to approximately $149.1 million, and an expense reimbursement obligation of up to $8.25 million is established for a pre-approval termination in connection with a Superior Proposal. The filing notes that all obligations relating to ticking fees, corresponding award payments, and the related tax indemnity constitute Guaranteed Obligations under the Guarantor's guaranty. The original merger agreement otherwise remains in full force and effect as originally executed.

What Was Disclosed

Surgery Partners disclosed Amendment No. 1 to its merger agreement with Spyglass Topco, LLC, raising the per-share cash consideration to $25.00, adding a 10% per annum ticking fee mechanism, increasing the termination fee to approximately $149.1 million, and revising the regulatory efforts and expense reimbursement provisions.