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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 8, 2026
SURGERY PARTNERS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-37576 |
47-3620923 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
340 Seven Springs Way, Suite 600
Brentwood, Tennessee 37027
(Address of principal executive offices, including zip code)
(615) 234-5900
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.01 par value per share |
|
SGRY |
|
The
Nasdaq Global Select Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b- 2 of this chapter).
Emerging
growth company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
Amendment to Agreement and Plan of Merger
On November 8, 2026, Surgery Partners, Inc.,
a Delaware corporation (the “Company”), entered into Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”)
with Spyglass Topco, LLC, a Delaware limited liability company (“Parent”), Spyglass Merger Subsidiary, Inc., a Delaware
corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and, solely for the limited purposes set forth
therein, Bon Secours Mercy Health, Inc., a Maryland nonstock, nonprofit corporation (“Guarantor”), which amends the previously
announced Agreement and Plan of Merger, dated October 23, 2026 (the “Original Merger Agreement” and, the Original Merger
Agreement as amended, supplemented and otherwise modified by the Amendment, the “Amended Merger Agreement”), by and among
the Company, Parent, Merger Subsidiary and Guarantor, pursuant to which Merger Subsidiary will merge with and into the Company (the “Merger”),
with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Amended Merger Agreement.
Merger Consideration
The Amendment increases the merger consideration
to be paid by Parent for each share of the Company Common Stock (other than the Rollover Shares) to $25.00 per share in cash and further
provides that, in the event the requisite Company stockholder approval has been obtained but the Merger has not occurred by March 1,
2027, the Company’s stockholders (other than holders of the Rollover Shares) will receive additional monthly cash payments (the
“Ticking Fee”), which payments will be paid in equal monthly installments in arrears at a rate equal to 10% per annum on the
$25.00 per share merger consideration. Based on the outside date of October 23, 2027, the maximum Ticking Fee that may be paid per
share of the Company Common Stock is $1.61.
The Amendment also provides for corresponding
cash payments in respect of 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.
Regulatory Efforts
The Amendment also revises the regulatory efforts
covenant relating to Parent’s obligations to take any and all action necessary to eliminate antitrust, competition and trade regulation
impediments to closing as promptly as possible and, in any event, before the End Date. The Amendment revises the covenant to remove the
materiality limitation on Parent’s obligations to take any and all such mitigating actions.
Termination Fee and Expense Reimbursement
The Amendment increases the Company Termination
Fee to approximately $149.1 million. It also requires the Company, if it terminates the Amended Merger Agreement prior
to receipt of the Company Stockholder Approval to enter into a definitive agreement providing for a Superior Proposal, to reimburse
Parent for 100% of the Buyer Parties’ reasonable and documented out-of-pocket expenses actually incurred in connection with the
Merger and related matters, up to an aggregate cap of $8.25 million.
Additional Provisions
In addition, the Amendment provides for
Parent 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, subject to the terms and procedures set forth in the Amended
Merger Agreement. These indemnification obligations survive the Effective Time and any termination of the Amended Merger Agreement
for the period specified therein. The Amendment also supplements the provisions relating to sufficient funds and confirms that the
obligations relating to the Ticking Fees, corresponding Company Award payments and related tax indemnity constitute Guaranteed
Obligations under Guarantor’s guaranty in the Amended Merger Agreement.
Other than as expressly modified pursuant to the
Amendment, the Original Merger Agreement remains in full force and effect as originally executed on October 23, 2026.
The foregoing descriptions of the Original Merger
Agreement and the Amendment are not complete and are qualified in their entirety by reference to the Original Merger Agreement, a copy
of which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference,
and the Amendment, a copy of which is filed as Exhibit 2.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure. |
On November 9, 2026, the Company issued a
press release announcing entry into the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
The information in this Item 7.01, and in Exhibit 99.1
furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger, dated as of October 23, 2026, by and among the Company, Parent, Merger Subsidiary and Guarantor (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed October 26, 2026). |
| |
|
|
| 2.2 |
|
Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 8, 2026, by and among the Company, Parent, Merger Subsidiary and Guarantor. |
| |
|
|
| 99.1 |
|
Press Release, dated as of November 9, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
| * | Certain schedules and exhibits have been omitted pursuant to Instruction 4 of Item 1.01 and in accordance with Item 601(a)(5) of
Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request. |
Additional Information and Where to Find It
In connection with
the proposed acquisition by an affiliate of Bon Secours Mercy Health (“BSMH”) of the Company (the “Transactions”),
the Company will file with the Securities and Exchange Commission (the “SEC”) a proxy statement (the “Proxy Statement”),
a definitive version of which will be mailed or otherwise provided to its stockholders. The Company and certain other filing persons
intend to jointly file a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”). The Company may also file other documents
with the SEC regarding the proposed Transactions. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED
TO CAREFULLY READ THE PROXY STATEMENT AND THE SCHEDULE 13E-3 IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED
WITH THE SEC AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO IN CONNECTION WITH THE PROPOSED TRANSACTIONS OR INCORPORATED BY REFERENCE
THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES TO THE PROPOSED TRANSACTIONS.
Investors and security holders may obtain free copies of the Proxy Statement, the Schedule 13E-3 and other documents that the Company
files with the SEC (when available) from the SEC’s website at www.sec.gov and the Company’s website at ir.surgerypartners.com.
In addition, the Proxy Statement, the Schedule 13E-3 and other documents filed by the Company with the SEC (when available) may be obtained
from the Company free of charge by directing a request to the Company’s Investor Relations at IR@surgerypartners.com.
Participants in
the Solicitation
The Company and certain
of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the Company’s
stockholders in connection with the proposed Transactions. Information regarding the persons who may, under the rules of the SEC,
be deemed to be participants in the solicitation of the stockholders of the Company in connection with the proposed Transactions, including
a description of their respective direct or indirect interests, by security holdings or otherwise will be set forth in the Proxy Statement
and Schedule 13E-3 and other materials to be filed with the SEC. You may also find additional information about the Company’s directors
and executive officers in the Company’s proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC
on April 23, 2026 (the “Annual Meeting Proxy Statement”), including under the sections entitled “Security Ownership
of Certain Beneficial Owners and Management,” “Proposal No. 1 Election of Directors,” and “Executive Officers”
therein. To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the
information printed in the Annual Meeting Proxy Statement, such information has been or will be reflected in the Company’s Statements
of Change in Ownership on Forms 4 filed with the SEC. The Company’s stockholders may obtain additional information regarding the
direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed Transactions, including
the interests of the Company’s directors and executive officers in the proposed Transactions, which may be different than those
of the Company’s stockholders generally, by reading the Proxy Statement and Schedule 13E-3 and other relevant materials to be filed
with the SEC relating to the proposed Transactions. You can obtain free copies of these documents from the Company using the contact information
above.
No Offer
No person has commenced
soliciting proxies in connection with the proposed Transactions referenced in this Current Report on Form 8-K, and this Current Report
on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell securities, nor a solicitation of any vote or
approval.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains
forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally relate to future events, the Company’s future financial or operating performance or the proposed Transactions.
All statements other than statements of historical facts contained in this Current Report on Form 8-K, including statements regarding
the proposed Transactions and their expected timing, completion and effects, are forward-looking statements. In some cases, you can identify
forward-looking statements because they contain words such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “intends,” “likely,” “may,” “might,” “should,”
“plans,” “potential,” “projects,” “will,” or the negative of these words or other similar
terms or expressions that concern the Company’s expectations, strategy, plans or intentions.
Readers are cautioned that these forward-looking
statements are only predictions and may differ materially from actual future events or results due to a variety of factors. Important
factors that could cause actual outcomes or results to differ materially from the forward-looking statements include, but are not limited
to, (a) the ability of the parties to consummate the proposed Transactions in a timely manner or at all; (b) the satisfaction
(or waiver) of closing conditions to the consummation of the proposed Transactions; (c) the potential impact of the unsolicited proposal
from a third party or possibility that more competing offers may be made; (d) potential delays in consummating the proposed Transactions;
(e) the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed Transactions
that could delay the consummation of the proposed Transactions or cause the parties to abandon the proposed Transactions; (f) the
possibility that the Company may not receive the requisite stockholder approval for the proposed Transactions; (g) the ability of
the Company to timely and successfully achieve the anticipated benefits of the proposed Transactions; (h) the occurrence of any event,
change or other circumstance or condition that could give rise to the termination of the merger agreement with BSMH; (i) the Company’s
ability to implement its business strategy; (j) significant transaction costs associated with the proposed Transactions, as well
as liabilities that are not known, probable or estimable at this time or other unexpected costs, charges or expenses; (k) the possibility
that the proposed Transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
(l) potential litigation relating to the proposed Transactions; (m) the risk that disruptions from the proposed Transactions
will harm the Company’s business, including current plans and operations; (n) risks related to the diversion of management’s
time and attention from the Company’s ongoing business operations to matters relating to the proposed Transactions; (o) the
ability of the Company to retain and hire key personnel; (p) potential adverse reactions or changes to business relationships resulting
from the announcement or completion of the proposed Transactions; (q) legislative, regulatory and economic developments affecting
the Company’s business; (r) general economic and market developments and conditions; (s) the legal, regulatory and tax
regimes under which the Company operates; (t) potential business uncertainty, including changes to existing business relationships,
during the pendency of the proposed Transactions that could affect the Company’s financial performance; (u) the risk that any
announcements relating to the proposed Transactions or the unsolicited proposal from a third party could have adverse effects on the market
price of the Company’s common stock, and the risk that such price may decline significantly if the proposed Transactions are not
consummated on the anticipated timeline, or at all; (v) restrictions during the pendency of the proposed Transactions that may impact
the Company’s ability to pursue certain business opportunities or strategic transactions; and (w) unpredictability and severity
of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as the Company’s
response to any of the aforementioned factors. There can be no assurance that the proposed Transactions will in fact be consummated. The
foregoing list of factors is not exhaustive, and new risks may emerge from time to time. It is not possible for the Company to predict
all risks, nor can the Company assess the impact of all factors on its business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statement.
For information regarding other factors that could
cause the Company’s results to vary from expectations, please see the “Risk Factors” section of the Company’s
periodic report filings with the SEC, including but not limited to the Company’s Form 10-Q filed with the SEC on August 10,
2026, the Company’s Form 10-Q to be filed with the SEC on November 9, 2026 and the Company’s Form 10-K filed
with the SEC on March 2, 2026, as well as other documents that may be filed by the Company from time to time with the SEC. These
filings, as well as subsequent filings, are available on the investor relations section of the Company’s website at ir.surgerypartners.com
or on the SEC’s website at www.sec.gov. The statements in this Current Report on Form 8-K represent the Company’s current
beliefs, estimates and assumptions as of the date of this Current Report on Form 8-K. Subsequent events and developments may cause
the Company’s views to change. Except as required by applicable law, the Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should
not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Exchange Act,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
SURGERY PARTNERS, INC. |
| |
|
|
| Dated: November 9, 2026 |
By: |
/s/ David T. Doherty |
| |
|
David T. Doherty |
| |
|
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Surgery Partners and HealthSpan Partners Announce
Amended Merger Agreement, Following Receipt of Unsolicited Proposal
Revised transaction with HealthSpan Partners
of $25 per share, representing an enterprise value of up to approximately $6.0 billion
If the transaction closes after March 1,
2027, up to an additional $1.61 per share in cash in Ticking Fees depending on the closing date
Surgery Partners’ Board of Directors
recommends that Surgery Partners stockholders approve the HealthSpan Partners amended merger agreement and approve the merger with HealthSpan
Partners
BRENTWOOD, Tenn. & CINCINNATI, Nov. 9, 2026 (GLOBE NEWSWIRE)
-- Surgery Partners, Inc. (NASDAQ: SGRY) (“Surgery Partners” or the “Company”), a leading short-stay surgical
facility owner and operator, and HealthSpan Partners, a contractual affiliate and supporting organization of U.S.-based Bon Secours Mercy
Health (“BSMH”), today announced an amendment to its previously announced merger agreement. The amendment follows Surgery
Partners’ receipt of an unsolicited competing proposal from a third party.
The amendment to the HealthSpan Partners merger agreement increases
the merger consideration to $25.00 per share in cash and further provides that the Company’s stockholders (other than affiliates
of Bain Capital Private Equity (“Bain Capital”)) will receive additional monthly cash payments (the “Ticking Fee”)
in the event the requisite Company stockholder approval has been obtained but the merger between HealthSpan Partners and Surgery Partners
has not occurred by March 1, 2027, which payments will be paid in equal monthly installments in arrears at a rate equal to 10% per
annum on the $25.00 per share merger consideration, among other updates (the “Amended HealthSpan Proposal”).
Under the terms of the amended merger agreement, Surgery Partners
stockholders (other than affiliates of Bain Capital) will receive (i) $25.00 per share in cash if the merger closes prior to March 1,
2027 and (ii) up to $1.61 per share in cash in Ticking Fees for maximum per share consideration of $26.61 in the event the requisite
Company stockholder approval has been obtained prior to March 1, 2027 and the merger is consummated on the outside date of October 23,
2027, representing an enterprise value of up to approximately $6.0 billion.
Affiliates of Bain Capital will not receive any consideration, including
the Ticking Fee, for their shares of Surgery Partners in connection with the merger and will roll over their shares in Surgery Partners
in exchange for equity interests in the acquiring entity and will remain a significant partner in Surgery Partners with HealthSpan Partners
following closing of the merger.
“We are pleased to have reached this outcome, which reflects
the rigorous focus of our Board of Directors and Special Committee throughout this process on delivering the best possible result for
Surgery Partners and our stockholders,” said Eric Evans, Chief Executive Officer of Surgery Partners. “This transaction provides
exceptional value for our stockholders, along with regulatory certainty and a closing expected in the near term. We continue to believe
combining with HealthSpan Partners is the right next chapter for our company as, together with our physician and health system partners,
we expand access to high-quality outpatient care across the communities we serve.”
Surgery Partners’ determination to enter into the amendment
to the HealthSpan Partners merger agreement takes into account the unsolicited non-binding proposal received from a third party on November 3,
2026, as updated on November 8, 2026, pursuant to which the third party proposed to acquire all of the Company’s outstanding
shares for $28.00 per share in cash (the “Updated Third Party Proposal”).
Transaction negotiations continued to be led by a Special Committee
of the Surgery Partners Board of Directors (the “Special Committee”), which is composed entirely of independent and disinterested
directors. In accordance with their fiduciary duties, the Surgery Partners Board of Directors (the “Board”) and the Special
Committee carefully evaluated the risks and benefits of both the Updated Third Party Proposal and the Amended HealthSpan Proposal, including
(1) that the Updated Third Party Proposal would be expected to take materially longer to close than the Amended HealthSpan Proposal,
or may not close, which reduces the value of the proposed consideration to our stockholders, (2) the regulatory risk and complexity
in entering into a transaction with the third party compared with HealthSpan Partners, and (3) that the Updated Third Party Proposal
did not provide contractual and other protections sought by the Special Committee to mitigate those risks.
After consultation with its financial and legal advisors, the Special
Committee unanimously determined that the Updated Third Party Proposal did not constitute a “Superior Proposal” for purposes
of the HealthSpan Partners merger agreement, taking into account the Amended HealthSpan Proposal, and unanimously recommended to the
Board that it enter into the amendment to the HealthSpan Partners merger agreement and the Board subsequently approved such amendment
based on the Special Committee’s recommendation and its determination that the revised terms represent the best transaction for
stockholders, taking into account the regulatory complexity and timing of closing of the Updated Third Party Proposal.
The Surgery Partners Board reaffirms its recommendation that the holders
of Surgery Partners common stock vote at the special meeting to approve the merger with HealthSpan Partners on the terms and subject
to the conditions set forth in the HealthSpan Partners amended merger agreement.
Bain Capital, currently the largest stockholder of Surgery Partners,
collectively owning approximately 39% of outstanding shares, previously entered into a voting and support agreement pursuant to which
it agreed to vote all its Surgery Partners shares in favor of the merger with HealthSpan Partners, which agreement remains in place.
The transaction is still expected to close in the first quarter of
2027, subject to the approval of Surgery Partners stockholders, the receipt of regulatory approvals and satisfaction of other customary
closing conditions. HealthSpan Partners continues to intend to fully finance the acquisition through a combination of cash on hand and
new debt, for which commitments have been secured.
Advisors
Centerview Partners is serving as lead financial advisor to Surgery
Partners with Leerink Partners also serving as financial advisor. Moelis & Company LLC is serving as
financial advisor to the Special Committee. Goodwin Procter LLP is serving as legal counsel to the Special Committee and Ropes &
Gray LLP and McDermott Will & Schulte LLP are serving as legal counsel to Surgery Partners. Kirkland &
Ellis LLP is serving as legal counsel to Bain Capital with Barclays and J.P. Morgan also serving as Bain Capital’s
financial advisors. FTI Consulting, Inc. is serving as Surgery Partners’ strategic communications advisor.
Jefferies LLC is serving as exclusive financial advisor to HealthSpan
Partners, Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel, McGuireWoods, LLP is serving
as healthcare regulatory counsel and Joele Frank, Wilkinson Brimmer Katcher is serving as its strategic communications
advisor. Jefferies has further provided committed financing as sole initial underwriter in support of the transaction.
About Surgery Partners
Headquartered in Brentwood, Tennessee, Surgery Partners is a leading
healthcare services company with a differentiated outpatient delivery model focused on providing high-quality, cost effective solutions
for surgical and related ancillary care in support of both patients and physicians. Founded in 2004, Surgery Partners is one of the largest
and fastest growing surgical services businesses in the country, with more than 200 locations in 30 states, including ambulatory surgery
centers, surgical hospitals, multi-specialty physician practices and urgent care facilities. For additional information, visit https://surgerypartners.com/.
About HealthSpan Partners
HealthSpan Partners is a diversified healthcare services organization
affiliated with Bon Secours Mercy Health. Through its portfolio of healthcare organizations and partnerships, HealthSpan Partners supports
accessible, patient-centered care across multiple healthcare settings.
Additional Information and Where to
Find It
In connection with the proposed acquisition
by an affiliate of BSMH of the Company (the “Transactions”), the Company will file with the Securities and Exchange Commission
(the “SEC”) a proxy statement (the “Proxy Statement”), a definitive version of which will be mailed or otherwise
provided to its stockholders. The Company and certain other filing persons intend to jointly file a transaction statement on Schedule
13E-3 (the “Schedule 13E-3”). The Company may also file other documents with the SEC regarding the proposed Transactions.
BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND THE SCHEDULE
13E-3 IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
THERETO IN CONNECTION WITH THE PROPOSED TRANSACTIONS OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTIONS AND THE PARTIES TO THE PROPOSED TRANSACTIONS. Investors and security holders may obtain free copies of
the Proxy Statement, the Schedule 13E-3 and other documents that the Company files with the SEC (when available) from the SEC’s
website at www.sec.gov and the Company’s website at ir.surgerypartners.com. In addition, the Proxy Statement, the Schedule 13E-3
and other documents filed by the Company with the SEC (when available) may be obtained from the Company free of charge by directing a
request to the Company’s Investor Relations at IR@surgerypartners.com.
Participants in the Solicitation
The Company and certain of its directors,
executive officers and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders
in connection with the proposed Transactions. Information regarding the persons who may, under the rules of the SEC, be deemed to
be participants in the solicitation of the stockholders of the Company in connection with the proposed Transactions, including a description
of their respective direct or indirect interests, by security holdings or otherwise will be set forth in the Proxy Statement and Schedule
13E-3 and other materials to be filed with the SEC. You may also find additional information about the Company’s directors and
executive officers in the Company’s proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on
April 23, 2026 (the “Annual Meeting Proxy Statement”) , including under the sections entitled “Security Ownership
of Certain Beneficial Owners and Management”, “Proposal No. 1 Election of Directors”, and “Executive Officers”
therein. To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the
information printed in the Annual Meeting Proxy Statement, such information has been or will be reflected in the Company’s Statements
of Change in Ownership on Forms 4 filed with the SEC. The Company’s stockholders may obtain additional information regarding the
direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed Transactions, including
the interests of the Company’s directors and executive officers in the proposed Transactions, which may be different than those
of the Company’s stockholders generally, by reading the Proxy Statement and Schedule 13E-3 and other relevant materials to be filed
with the SEC relating to the proposed Transactions. You can obtain free copies of these documents from the Company using the contact
information above.
No Offer
No person has commenced soliciting proxies
in connection with the proposed Transactions referenced in this communication, and this communication is neither an offer to purchase
nor a solicitation of an offer to sell securities, nor a solicitation of any vote or approval.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements, which are
subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate
to future events, the Company’s future financial or operating performance or the proposed Transactions. All statements other than
statements of historical facts contained in this communication, including statements regarding the proposed Transactions and their expected
timing, completion and effects, are forward-looking statements. In some cases, you can identify forward-looking statements because they
contain words such as “anticipates,” “believes,” “could,” “estimates,” “expects,”
“intends,” “likely,” “may,” “might,” “should,” “plans,” “potential,”
“projects,” “will,” or the negative of these words or other similar terms or expressions that concern the Company’s
expectations, strategy, plans or intentions.
Readers are cautioned that these forward-looking statements are only
predictions and may differ materially from actual future events or results due to a variety of factors. Important factors that could
cause actual outcomes or results to differ materially from the forward-looking statements include, but are not limited to, (a) the
ability of the parties to consummate the proposed Transactions in a timely manner or at all; (b) the satisfaction (or waiver) of
closing conditions to the consummation of the proposed Transactions; (c) the potential impact of the unsolicited proposal from a
third party or possibility that more competing offers may be made; (d) potential delays in consummating the proposed Transactions;
(e) the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed Transactions
that could delay the consummation of the proposed Transactions or cause the parties to abandon the proposed Transactions; (f) the
possibility that the Company may not receive the requisite stockholder approval for the proposed Transactions; (g) the ability of
the Company to timely and successfully achieve the anticipated benefits of the proposed Transactions; (h) the occurrence of any
event, change or other circumstance or condition that could give rise to the termination of the merger agreement with BSMH; (i) the
Company’s ability to implement its business strategy; (j) significant transaction costs associated with the proposed Transactions,
as well as liabilities that are not known, probable or estimable at this time or other unexpected costs, charges or expenses; (k) the
possibility that the proposed Transactions may be more expensive to complete than anticipated, including as a result of unexpected factors
or events; (l) potential litigation relating to the proposed Transactions; (m) the risk that disruptions from the proposed
Transactions will harm the Company’s business, including current plans and operations; (n) risks related to the diversion
of management’s time and attention from the Company’s ongoing business operations to matters relating to the proposed Transactions;
(o) the ability of the Company to retain and hire key personnel; (p) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed Transactions; (q) legislative, regulatory and economic developments
affecting the Company’s business; (r) general economic and market developments and conditions; (s) the legal, regulatory
and tax regimes under which the Company operates; (t) potential business uncertainty, including changes to existing business relationships,
during the pendency of the proposed Transactions that could affect the Company’s financial performance; (u) the risk that
any announcements relating to the proposed Transactions or the unsolicited proposal from a third party could have adverse effects on
the market price of the Company’s common stock, and the risk that such price may decline significantly if the proposed Transactions
are not consummated on the anticipated timeline, or at all; (v) restrictions during the pendency of the proposed Transactions that
may impact the Company’s ability to pursue certain business opportunities or strategic transactions; and (w) unpredictability
and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as the
Company’s response to any of the aforementioned factors. There can be no assurance that the proposed Transactions will in fact
be consummated. The foregoing list of factors is not exhaustive, and new risks may emerge from time to time. It is not possible for the
Company to predict all risks, nor can the Company assess the impact of all factors on its business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
For information regarding other factors that could cause the Company’s
results to vary from expectations, please see the “Risk Factors” section of the Company’s periodic report filings with
the SEC, including but not limited to the Company’s Form 10-Q filed with the SEC on August 10, 2026, the Company’s
Form 10-Q to be filed with the SEC on November 9, 2026 and the Company’s Form 10-K filed with the SEC on March 2,
2026, as well as other documents that may be filed by the Company from time to time with the SEC. These filings, as well as subsequent
filings, are available on the investor relations section of the Company’s website at ir.surgerypartners.com or on the SEC’s
website at www.sec.gov. The statements in this communication represent the Company’s current beliefs, estimates and assumptions
as of the date of this communication. Subsequent events and developments may cause the Company’s views to change. Except as required
by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. These forward-looking statements should not be relied upon as representing the Company’s
views as of any date subsequent to the date of this communication.
Contacts
For Surgery Partners
Surgery Partners Investor Relations
+1 (615) 234-8940
IR@surgerypartners.com
Dan Scorpio / Jim Polson
FTI Consulting
+1 (872) 344-5356 / +1 (312) 375-5908
Dan.Scorpio@fticonsulting.com / Jim.Polson@fticonsulting.com
For HealthSpan Partners / BSMH
PR@bsmhealth.org
+1 (283) 229-5551
Allison Sobel / Sharon Stern / Ed Trissel
Joele Frank, Wilkinson Brimmer Katcher
+1 (212) 355-4449
HealthSpanPartners-media@joelefrank.com
