Surgery Partners (SGRY) Proxy filing summary

Executive summary

• Signed a definitive agreement for HealthSpan Partners, an affiliate of Bon Secours Mercy Health, to acquire the business in an all-cash transaction valued at $5.7B enterprise value; the entity would become privately held.

• Transaction expected to close in Q1 2027, subject to shareholder and regulatory approvals and customary closing conditions; operations remain independent until closing.

• After closing, operations, name, brand and Brentwood, TN headquarters are expected to remain; day-to-day payor contacts will not change.

• Existing payor contracts remain in effect under agreed terms, with ongoing facility negotiations and notices to payors as required by contract.

Voting matters and shareholder proposals

• Shareholder approval is a condition to closing; a definitive proxy statement and joint Schedule 13E-3 are planned, and shareholders are urged to review them before voting.

• Directors, executive officers and employees may be deemed solicitation participants; their direct and indirect interests will be described in transaction filings.

Risk oversight and compliance

• Closing risks include unsatisfied conditions, regulatory delays, lack of shareholder approval, potential termination or litigation, and disruption to business relationships; completion is not assured.

• Other identified risks include transaction costs, management distraction, retaining key personnel and business uncertainty during the transaction period.

• Restrictions during the transaction period may limit pursuit of certain business opportunities or strategic transactions.