HealthSpan to Acquire Surgery Partners in Deal Valued at About $5.7 Billion

Key Facts

HealthSpan Partners and Surgery Partners announced a definitive agreement on October 26 under which HealthSpan will acquire the operator of ambulatory surgery facilities in an all-cash deal with an enterprise value of about $5.7 billion. Surgery Partners shareholders, excluding Bain Capital affiliates, will receive $23.50 in cash per share at closing. Bain, the company's largest shareholder, will convert its shares into an ownership stake in the acquiring entity. The agreement expands HealthSpan's presence in outpatient surgical services, according to a company statement. Earlier reports described a deal worth nearly $6 billion including debt, but that valuation preceded the official announcement and does not describe the terms of the definitive agreement.

Bain Capital owns about 39% of the outstanding shares and has agreed to vote in favor of the deal and reinvest its shares in the new company. That means the transaction combines cash payments to the other shareholders with Bain's continued ownership after the acquisition. The independent special committee unanimously recommended the deal before Surgery Partners' board approved it. The statement did not specify the stake Bain's shares would represent in the acquiring entity after conversion. HealthSpan plans to fund the transaction with a mix of available cash and new debt, and said it has secured financing commitments.

Surgery Partners will add more than 200 locations in 30 states and about 5,000 affiliated physicians to the group, according to the deal statement. Its network includes ambulatory surgery centers, surgical hospitals and physician partnerships, and covers specialties such as orthopedics, spine, cardiology, gastroenterology and ophthalmology. Patient service revenue at its surgery centers and surgical hospitals was about $3.2 billion in 2025. At the company level, Surgery Partners' revenue rose 6.2% that year to $3.31 billion, while adjusted earnings before interest, taxes, depreciation and amortization increased 3.5% to $526 million. The company said it recruited nearly 700 new physicians in 2025.

Results for the first half of 2026 showed revenue growth alongside a decline in adjusted earnings before interest, taxes, depreciation and amortization. Revenue rose 3.6% to $1.6598 billion, while adjusted earnings fell to $227.5 million from $232.9 million in the corresponding period of 2025. In the second quarter alone, revenue increased 2.7% year over year to $848.9 million. The company recorded a net loss attributable to it of $15 million for the quarter, while adjusted earnings before interest, taxes, depreciation and amortization were $125.2 million. These results place the deal in the context of revenue expansion alongside a decline in the adjusted earnings measure in the first half.

Surgery Partners completed the sale of its interests in two Idaho Falls facilities to Intermountain Health on September 17, generating $797 million in gross proceeds and $587 million in net cash proceeds. The company said the proceeds would be used primarily to repay debt. After the sale, it set 2026 guidance for revenue of between $3.08 billion and $3.18 billion and adjusted earnings before interest, taxes, depreciation and amortization of at least $489 million. On a pro forma basis excluding the two facilities for the full year, it projected revenue of between $2.60 billion and $2.67 billion and adjusted earnings of at least $414 million. This basis excludes the facilities' impact from full-year figures, while the announced guidance reflects the timing of the sale.

Surgery Partners shares moved ahead of the announcement on the back of earlier reports, rising more than 21% in premarket trading on Monday, according to Investing.com. The report linked the move to speculation about a deal worth nearly $6 billion including debt, details that preceded the definitive agreement. The stock closed at $15.75 on October 23, before the deal was announced. The definitive agreement sets cash consideration of $23.50 per share for shareholders unaffiliated with Bain, while Bain will remain invested by reinvesting its shares. The transaction remains subject to completion of approval and closing procedures.

The companies expect the deal to close in the first quarter of 2027, subject to approval by Surgery Partners shareholders, regulatory approvals and customary closing conditions. After closing, Surgery Partners is expected to become a private company and its stock to be delisted from Nasdaq. HealthSpan said the operations, name, brand and headquarters will remain in place. The new entity will thus combine HealthSpan's platform with Surgery Partners' network across dozens of states. The expected closing date remains conditional on obtaining the required approvals.