Surgery Partners reported slightly lower third-quarter revenue as growth at facilities it continued to own was offset by the effect of its Idaho Falls divestiture. The company also amended its proposed sale to HealthSpan Partners, raising the all-cash price and adding payments for eligible shareholders if the deal is delayed beyond March 1, 2027.
The merger is still targeted to close in the first quarter of 2027, subject to shareholder and regulatory approvals and other closing conditions. While the transaction is pending, Surgery Partners will not hold earnings calls or provide forward-looking guidance.
Key details
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HealthSpan offer raised to $25 per share in cash. The amended agreement values the transaction at up to approximately $6.0 billion in enterprise value. Surgery Partners said it amended the deal after receiving an unsolicited competing proposal; it did not provide details of that proposal in the announcement.
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A delay payment may apply to eligible shareholders. If the required shareholder approval has been obtained but the merger has not closed by March 1, 2027, shareholders other than Bain Capital Private Equity affiliates will receive additional cash payments. The payments are to be made monthly in arrears at an annual rate of 10% of the $25-per-share merger price.
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The deal remains subject to approvals and closing conditions. Surgery Partners expects the transaction to close in the first quarter of 2027, pending shareholder approval, regulatory approvals and other customary conditions.
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Third-quarter revenue slipped 0.8% to $815.3 million, from $821.5 million a year earlier. The results reflect ownership of the Idaho Falls facilities through September 13, 2026.
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Revenue at same facilities rose 6.0%. Revenue per case increased 5.8%, while case volume grew 0.2%. The company pointed to the Idaho Falls divestiture’s impact alongside continued momentum in its core business.
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Net loss attributable to Surgery Partners was $21.1 million. Adjusted EBITDA was $132.7 million, compared with $136.4 million in the third quarter of 2025.
What changes for investors
The amended agreement increases the cash consideration and provides for additional payments to eligible shareholders if the transaction is approved but closes after the specified date. The acquisition is not yet complete, and its closing remains dependent on the required approvals and conditions. The pending sale also means investors should not expect the company’s usual earnings call or forward-looking guidance during the transaction period.