HealthSpan Partners Amends Agreement to Acquire Surgery Partners in $6 Billion Deal

Paul, Weiss is advising HealthSpan Partners, an affiliate of nonprofit healthcare system Bon Secours Mercy Health, on its amended all-cash agreement to acquire Surgery Partners, a leading owner and operator of short-stay surgical facilities. The amendment, follows Surgery Partners’ receipt of an unsolicited competing third-party proposal, and the new deal represents an enterprise value of up to approximately $6 billion.

Under the amended agreement, Surgery Partners shareholders other than affiliates of Bain Capital will receive $25 per share in cash, plus monthly cash payments (up to an aggregate maximum of $1.61 per share) if required stockholder approval has been obtained but the merger has not closed by March 1, 2027. Affiliates of Bain Capital, Surgery Partners’ largest shareholder, will roll over their shares in exchange for equity interest in the acquiring entity. The transaction is expected to close in the first quarter of 2027, subject to regulatory approvals and customary closing conditions, as well as the approval of Surgery Partners stockholders.

The Paul, Weiss team is led by corporate partners Laura Turano, Nickolas Bogdanovich, Cristina Amodeo and Scott Barshay, and includes partners Julie Ann Lamm, Nicholas Schwartz, Peter Byrne and Patricia Vaz de Almeida; antitrust partners Jesse Solomon, Scott Sher and Matthew Wheatley; executive compensation partner Christopher Gonnella and counsel Brian DeShannon; intellectual property partner Bonnie Chen; real estate partner Peter Fisch; litigation partner Geoffrey Chepiga, and counsel Mark Weiner, Audrey Paquet and Joshua Thompson; and environmental counsel William O’Brien.