$5.7 Billion All-Cash Deal Puts Surgery Partners on Path to Private Ownership
Key Facts
HealthSpan Partners, an affiliate and supporter of the nonprofit Bon Secours Mercy Health system, announced a definitive agreement to acquire Surgery Partners in an all-cash deal valuing the company at about $5.7 billion. Surgery Partners said in its announcement that the agreement, announced on October 26, 2026, provides for shareholders to receive $23.50 in cash per share, excluding Bain Capital affiliates. The deal therefore offers a path to take the company private, if closing conditions are met. The transaction remains pending, as closing requires shareholder approval and regulatory approvals, along with customary conditions. The parties expect to complete it in the first quarter of 2027.
The announcement quickly affected trading, with Surgery Partners shares rising 47.62% and closing at $23.25 on October 26, according to data from The Motley Fool. The stock had closed at $15.75 in the October 23 session, the last trading session before the announcement, according to EL7 data. The $23.50-per-share cash consideration is above that previous close. The deal combines a fixed price for shareholders unaffiliated with Bain with a wait until approvals are secured and the expected closing is completed. Once the deal is completed, the shares will no longer be publicly traded on Nasdaq, and Surgery Partners will become a private company.
Bain Capital will not exit the investment entirely under the announced structure: its affiliates will convert their shares into equity stakes in the acquiring entity and remain an important partner after closing. Bain owns about 39% of the outstanding shares, according to Surgery Partners' announcement. This means the announced cash consideration does not apply to Bain affiliates' shares, which will be converted into ownership in the new entity. Bain previously announced a non-binding offer in January 2025 to buy the shares it did not own for $25.75 per share. Discussions with the independent committee ended in June 2025, after the committee concluded that the company's growth and value-creation prospects as an independent public company exceeded the value of that offer.
The deal concludes a two-year strategic review, according to Reuters, after Bain had been among the potential buyers and its offer was rejected the previous year. The agreement brings Surgery Partners into HealthSpan, an entity linked to a nonprofit health system, and adds more than 200 sites in 30 states and about 5,000 affiliated physicians to its platform. The company's network includes ambulatory surgery centers, surgical hospitals and physician partnerships. Its specialties include orthopedics, spine, cardiology, gastroenterology and ophthalmology. This geographic reach and range of services give the deal a scope beyond transferring ownership of a single company, adding a surgical care network to HealthSpan.
HealthSpan plans to fund the acquisition with a mix of available cash and new debt, and the company said financing commitments have been secured. On financial performance, Surgery Partners reported revenue of about $3.31 billion in 2025, up 6.2%, while adjusted EBITDA rose 3.5% to $526 million. In the six months ended June 30, 2026, revenue was $1,659.8 million and adjusted EBITDA was $227.5 million; the company cited revenue growth of 3.6% year over year. These results provide an operating backdrop for the deal, while completion remains subject to the terms of the agreement. The independent special committee unanimously recommended the deal, after which Surgery Partners' board approved it.
The deal comes amid expansion of care networks outside hospitals; in June 2026, Ascension said its acquisition of AmSurg's ambulatory surgery center business would add more than 250 centers to its network. For the Surgery Partners agreement, the next steps are a shareholder vote, regulatory approvals and customary conditions. The company expects to close the deal in the first quarter of 2027, at which point it will become private and its shares will cease public trading. The company said Surgery Partners' operations, name, brand and headquarters are expected to continue after completion of the deal. Until then, the agreement remains definitive but uncompleted.