Surgery Partners, Inc. filed a current report on Form 8-K on November 9, 2026, disclosing that it entered into Amendment No. 1 to its Agreement and Plan of Merger on November 8, 2026, increasing the merger consideration and revising related terms of its previously announced deal with Spyglass Topco, LLC.

Key Highlights

  • Increased merger price: The amendment raises the per-share cash consideration for each share of Company Common Stock (other than Rollover Shares) to $25.00 per share.
  • Ticking Fee introduced: 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 that may be paid per share is $1.61, according to the filing.
  • Higher termination fee: The Company Termination Fee is increased to approximately $149.1 million under the amendment.
  • Expense reimbursement cap: If the company terminates the agreement prior to stockholder approval to pursue a Superior Proposal, it must reimburse the Buyer Parties' expenses up to an aggregate cap of $8.25 million.
  • Regulatory covenant revised: The amendment removes the materiality limitation on Parent's obligations to take all actions necessary to eliminate antitrust, competition, and trade regulation impediments to closing.
  • Tax indemnity added: Parent is required to indemnify the Company and its subsidiaries for specified income tax losses arising from an adverse tax determination relating to the Ticking Fees or corresponding Company Award payments.

Surgery Partners and Spyglass Topco Amend Merger Agreement Terms

According to the filing, Surgery Partners, Inc. (NASDAQ:SGRY) entered into Amendment No. 1 to its Agreement and Plan of Merger on November 8, 2026, with Spyglass Topco, LLC as Parent, Spyglass Merger Subsidiary, Inc. as Merger Subsidiary, and Bon Secours Mercy Health, Inc. as Guarantor. The original merger agreement was dated October 23, 2026, and provided for Merger Subsidiary to merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent.

The amendment increases the cash merger consideration to $25.00 per share for each share of Company Common Stock, excluding Rollover Shares, the company disclosed. It also introduces a Ticking Fee mechanism: if the required stockholder approval is obtained but the merger has not closed by March 1, 2027, stockholders would receive additional monthly cash payments in arrears at a rate equal to 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 per share would be $1.61. The amendment confirms that obligations relating to the Ticking Fees, corresponding Company Award payments, and related tax indemnity constitute Guaranteed Obligations under the Guarantor's guaranty.

The filing also details revisions to the regulatory efforts covenant, removing the materiality limitation on Parent's obligation to take all actions necessary to address antitrust, competition, and trade regulation impediments. The Company Termination Fee is raised to approximately $149.1 million, and an expense reimbursement obligation of up to $8.25 million is added in certain termination scenarios. The filing notes that, other than as expressly modified by the amendment, the original merger agreement "remains in full force and effect as originally executed on October 23, 2026."

What Was Disclosed

Surgery Partners disclosed the execution of Amendment No. 1 to its merger agreement with Spyglass Topco, LLC, raising the per-share cash consideration to $25.00, adding a Ticking Fee provision, increasing the termination fee to approximately $149.1 million, and revising regulatory effort and tax indemnity obligations.