Surgery Partners (SGRY) Proxy filing summary

Executive summary

• 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.

• Combination is expected to create one of the country’s largest outpatient surgical care platforms; stated benefits include a stronger balance sheet, broader reach and resources, and continued physician partnerships.

• Following closing, operations, name, brand and headquarters are expected to remain in place; leadership also expects continued independent operations and clinical autonomy for physician partners.

• Closing is expected in Q1 2027, subject to shareholder approval, regulatory approvals and customary closing conditions.

Voting matters and shareholder proposals

• Completion requires shareholder approval; the definitive proxy statement and a joint Schedule 13E-3 are planned, and shareholders are urged to review them before voting.

• Bain Capital entered a voting and support agreement to vote all its shares in favor of the transaction.

• The communication states that proxy solicitation had not commenced and that it was not a solicitation of any vote or approval.

Risk oversight and compliance

• Closing risks include failure or delay in obtaining shareholder or regulatory approvals, unmet closing conditions, potential transaction litigation, business disruption, management distraction and retention challenges.

• No assurance was given that the transaction will close; actual outcomes may differ materially from forward-looking statements, and the stated risk factors are not exhaustive.