HealthSpan to Acquire Surgery Partners at an Enterprise Value of $5.7 Billion

Key Facts

HealthSpan Partners and Surgery Partners announced an agreement to acquire the company at an enterprise value of about $5.7 billion, in a deal that will pay shareholders not affiliated with Bain Capital $23.50 in cash for each share. Reuters reported that Surgery Partners shares rose 46% on Oct. 26 following the announcement, while the deal price represents a 49% premium to the last close before the announcement. These terms differ from Bain's earlier offer, as its affiliates will not receive the cash consideration allocated to other shareholders. Bain will convert its shares into an ownership stake in the acquiring entity, allowing it to remain involved in the company after the deal closes. The agreement puts the outpatient surgery center operator on a path to leave public trading and become a private company.

The enterprise value is about $5.7 billion, while the cash consideration is $23.50 per share for other shareholders; the two figures measure different aspects of the agreement. Enterprise value estimates the size of the deal as a whole, while the per-share amount determines what eligible shareholders will receive at closing. Bain affiliates, which owned about 39% of the common shares in January 2025, will remain in the new ownership structure rather than sell their shares for cash. The deal therefore combines the acquisition of the company with the conversion of Bain's contribution into an ownership stake in the buyer. Bain said in its statement that it would continue to participate as a partner in the company after the deal closes.

Surgery Partners' board approved the agreement following a unanimous recommendation from a special committee made up of independent, disinterested members. HealthSpan plans to finance the acquisition using available cash and new debt, and said financing commitments had been secured. Completion of the deal would end the stock's Nasdaq listing and make the company privately owned. Surgery Partners' operations, including its brand name and headquarters, are expected to continue after closing. The company will add more than 200 locations in 30 states and about 5,000 affiliated physicians to HealthSpan's network, expanding its presence in surgical services outside traditional hospitals.

The deal follows a nonbinding offer Bain made on Jan. 27, 2025, to buy the outstanding shares it did not own for $25.75 per share. Bain then owned about 39% of the common shares. The earlier offer differs from the current agreement in price and structure: it proposed cash consideration for the targeted shares, while the current deal calls for Bain's shares to be converted into ownership in the acquiring entity. Other shareholders will receive $23.50 per share, a price Reuters said includes a 49% premium over the stock's close before the announcement. The agreement comes amid healthcare operators' expansion in outpatient surgical services; nonprofit Ascension acquired AmSurg for $3.9 billion earlier in 2026.

Second-quarter results provide context for the company's performance before the announcement. Surgery Partners attributed same-facility revenue growth to a 4.8% increase in revenue per case and a 0.3% rise in case volume compared with the same period a year earlier. The company reaffirmed its 2026 outlook, projecting revenue of between $3.35 billion and $3.45 billion and adjusted earnings before interest, taxes, depreciation and amortization of at least $530 million. The outlook excluded the impact of the Idaho Falls facility divestiture. The deal announcement does not link these results to the acquisition decision, but they put the company's operations and current-year outlook in the context of the transaction.

The deal is expected to close in the first quarter of 2027, subject to approval by Surgery Partners shareholders and regulators and the satisfaction of customary closing conditions. The timeline means the company's transition to private ownership remains conditional on securing those approvals, despite financing commitments having been secured. The chief executive of Bon Secours Mercy Health said the relationship with Surgery Partners represents "an important step toward strengthening this commitment." At closing, the company's operations, name and headquarters are expected to remain in place, while its publicly traded stock will cease trading on Nasdaq. The addition of locations and affiliated physicians will form part of HealthSpan's network expansion upon completion of the acquisition.