Surgery Partners lifts its buyout to $25 a share after a $28 rival bid, and the stock trades above it

Surgery Partners (NASDAQ: SGRY) said on Monday that it has amended its merger agreement with HealthSpan Partners, raising the cash price to $25.00 a share from $23.50. The change followed an unsolicited rival proposal of $28.00 a share, according to the company's press release and Form 8-K. In pre-market trading at 9:25 AM ET, Nasdaq.com showed the stock at $25.77, up $2.57, or 11.1%, from Friday's $23.20 close.

What changed in the deal

The original agreement, signed October 23 and announced October 26, valued Surgery Partners at about $5.7 billion including debt. The amendment signed November 8 raises that to as much as roughly $6.0 billion. The terms in the filing:

• Price: $25.00 in cash per share, up 6.4% from $23.50 (our arithmetic).
• Ticking fee: if shareholders have approved but the deal has not closed by March 1, 2027, holders get monthly cash payments at 10% a year on the $25.00. At the October 23, 2027 outside date the maximum is $1.61 a share, for $26.61 in total.
• Break fee: the company's termination fee rises to about $149.1 million, plus up to $8.25 million of the buyer's expenses if it walks for a superior proposal before the vote.
• Antitrust: the buyer's duty to take any steps needed to clear competition problems no longer carries a materiality limit.
• Bain Capital: its affiliates, about 39% of the shares, get no cash and no ticking fee. They roll their stake into the buyer and are bound by a support agreement to vote for the HealthSpan deal.

Why the board turned down $28

The third party first proposed on November 3 and updated its offer on November 8 to $28.00 in cash, 12% above the new $25.00 (our arithmetic). A special committee of independent directors found it was not a "Superior Proposal" under the merger agreement. The release gives three reasons: it would take materially longer to close or might not close, it carried more regulatory risk and complexity, and it lacked the contractual protections the committee wanted. The bidder is not named in the filing, and the proposal is described as non-binding.

The company expects the HealthSpan deal to close in the first quarter of 2027, subject to a stockholder vote, regulatory approvals and customary conditions. HealthSpan says it will fund the purchase with cash on hand and new debt, and commitments are in place.

What the market is saying

At $25.77 the stock sits 3.1% above the cash price (our arithmetic). That is a pre-market quote, so it can move. A price above the offer means traders are valuing something beyond $25.00: the ticking fee, which is worth up to 6.4% of the price but is earned only if the deal drags toward the outside date, and possibly the chance that the $28 bidder or someone else comes back. Nothing in the filing says it will.

The stock closed Friday at $23.20, below the original $23.50 price and near the top of its 52-week range of $11.41 to $23.37 on Nasdaq.com.

Who it matters to

For shareholders other than Bain, the choice is between a cash price that is certain to be paid on a stated timetable and a higher, non-binding number the board judged riskier and slower. For the roughly 200 locations in 30 states and the physicians partnered with them, the filing says Bain remains a significant partner in the combined business. For anyone watching healthcare deals, the regulatory covenant is the part to track: the buyer has agreed to take whatever steps antitrust reviewers require, without the earlier materiality limit.

We will update this if the third party responds or a proxy statement is filed. See also our coverage of another debt-funded deal announced today and the stocks section.

Sources: Surgery Partners Form 8-K, November 9, 2026; Exhibit 99.1; October 26 announcement; Nasdaq.com quotes read at 9:25 AM ET on November 9. This is market information, not investment advice.