Surgery Partners Is Selling for $5.7 Billion at $23.50 a Share, Below the $25.75 Bain Offer Its Board Rejected Last Year
HealthSpan Partners, an affiliate of Cincinnati-based Bon Secours Mercy Health, signed an agreement on 23 October to buy Surgery Partners for $23.50 a share in cash, the companies announced on 26 October. Bain Capital, which owns about 39% of the shares, will roll its stake into the buyer and has agreed to vote for the deal. A special committee of independent directors recommended it unanimously. The deal needs a majority of unaffiliated shareholders and HSR clearance, and is expected to close in the first quarter of 2027, when Surgery Partners leaves Nasdaq. It will keep its name and Brentwood, Tennessee headquarters and remain a secular company. Jefferies is providing committed debt.
The board that said in June 2025 that independence was worth more than Bain’s $25.75 has now accepted $23.50, and Bain stays in. Bain’s 39% rolls into the buyer, while a nonprofit health system’s cash and new debt pay the other shareholders to leave. In between, Surgery Partners sold its two Idaho Falls hospitals to Intermountain Health for $797m in gross proceeds, mostly to cut debt.
- Bain Capital: it keeps the asset without writing the cheque. In January 2025 Bain offered to buy the shares it did not own. It now keeps its stake and a partner role while HealthSpan funds the takeout at $2.25 a share less than Bain offered. Unaffiliated holders get their own vote, which is the one place the price can still be contested.
- Tenet’s USPI and Optum’s SCA Health: the buyers of surgery centres have changed. Intermountain took Surgery Partners’ Idaho Falls hospitals in September, Ascension agreed in June 2025 to buy AmSurg and its more than 250 centres, and Bon Secours Mercy Health now takes the rest of Surgery Partners. Nonprofit systems are buying outpatient surgical volume outright, and they will compete with the for-profit chains for the same surgeon partners.
- Signposts: the proxy, the minority vote and the common values. The 13E-3 proxy will show whether any other bidder came forward and how the committee squared $23.50 with its 2025 stance. Watch the unaffiliated vote, HSR clearance ahead of the first-quarter 2027 close, and how the Statement of Common Values treats procedures a Catholic ministry would not perform.
Read the original source (Surgery Partners) →
Read the merger agreement summary (Surgery Partners, SEC filing) →
Read the 2025 Bain proposal (Surgery Partners, SEC filing) →
Read the June 2025 decision (Surgery Partners) →
Read the Idaho Falls sale (Surgery Partners, SEC filing) →
