Surgery Partners Agrees to $23.50-a-Share Take-Private by Bon Secours Affiliate in $5.7 Billion Deal

HealthSpan Partners will acquire Surgery Partners in an all-cash transaction valued at an enterprise value of approximately $5.7 billion, under a definitive agreement announced on Monday by HealthSpan Partners, a contractual affiliate and supporting organization of Bon Secours Mercy Health, and Surgery Partners, the short-stay surgery operator.

The agreement answers, at a higher price, the question Sunday's report opened. A Sunday report described late-stage talks at about $20 a share for a majority stake, valuing the company at roughly $6 billion including debt, and Surgery Partners shares jumped in premarket trading on Monday toward that reported value. The signed deal is broader and, for shareholders other than Bain Capital affiliates, better priced: it is an acquisition of the whole company at $23.50 a share in cash. This article follows TickerGrove's earlier report of the talks and the premarket reaction; the terms below are agreed terms in a definitive agreement, not reported ones.

The agreed terms, stated plainly

Under the agreement, Surgery Partners shareholders other than affiliates of Bain Capital will receive $23.50 in cash per share. Affiliates of Bain Capital will roll over their shares in exchange for equity interests in the acquiring entity and will remain a significant partner in Surgery Partners alongside HealthSpan Partners after closing. The transaction negotiations were led by a Special Committee of the Surgery Partners board composed entirely of independent and disinterested directors, and the board approved the transaction unanimously on the committee's recommendation. Those are agreed terms from the companies' own announcement, not reported ones: where Sunday's story had to attribute every number to a report, this one can state the price, the structure and the approvals process as facts the two sides have signed.

Bain stays in, with its vote committed

Bain Capital is currently the largest shareholder of Surgery Partners, collectively owning approximately 39% of its outstanding shares, and it has entered into a voting and support agreement to vote all of its shares in favor of the transaction, governing the rollover of its existing equity at closing. Reuters reported that Bain has been a shareholder since 2017 and that the deal ends a two-year strategic review during which Surgery Partners drew interest from potential buyers including Bain, whose bid to take the company private last year was rebuffed. The structure explains how a buyer could sign quickly: the largest holder is not a seller to be persuaded but a partner rolling into the new ownership, with its vote committed from the day the agreement was executed. Centerview Partners is lead financial adviser to Surgery Partners, with Leerink Partners also advising, and Moelis & Company is advising the Special Committee.

The market moved most of the way to the cash price

The regular session repriced the stock to just under the agreed cash price. Finnhub market data showed the shares trading at $23.015 at about 10:30 a.m. ET on Monday, up 46.13% from the previous close of $15.75, after an open at $23.03 and a range of $22.94 to $23.145. Reuters reported the same price from the other direction: The deal values Surgery Partners at $23.50 per share, implying a premium of 49% to the stock's last close, and the shares were halted in premarket trading before the regular session. Two comparisons are the desk's own calculations: the $23.50 cash price is a 49.2% premium to the $15.75 close, and the $23.015 price at about 10:30 a.m. ET sits about 2.1% below the cash price — the small discount that usually remains while a deal still needs shareholder and regulatory approvals to close.

What HealthSpan is buying, and how it pays

Surgery Partners brings a scaled national outpatient platform: more than 200 locations across 30 states and approximately 5,000 affiliated physicians, built around ambulatory surgery centers, surgical hospitals and physician partnerships in specialties including orthopedic and spinal care, cardiology, gastroenterology and ophthalmology. HealthSpan Partners intends to finance the acquisition with cash on hand and new debt, for which commitments have been secured, and Jefferies, its exclusive financial adviser, has provided the committed financing as sole initial underwriter. The leadership case was stated in stewardship terms: John M. Starcher Jr., the Bon Secours Mercy Health chief executive, framed the deal as growing in ways that serve more people in more communities, and Dr. Wael Haidar, president of HealthSpan Partners, pointed to care moving beyond the hospital setting. Surgery Partners chief executive Eric Evans called the transaction the best path forward for the company, delivering an attractive all-cash premium to shareholders. After closing, Surgery Partners is expected to keep its name, brand and headquarters, remain a secular organization, be delisted from the Nasdaq exchange and become a privately held company.

The company underneath, and what still has to happen

The buyer is paying for a platform whose recent operating record is steady rather than spectacular. In the second quarter, Surgery Partners revenue rose 2.7% to $848.9 million, adjusted EBITDA eased to $125.2 million from $129.0 million a year earlier, and the company posted a $15.0 million net loss; its total debt stood at $3.75 billion on June 30, 2026. In September the company completed the sale of its Idaho Falls facilities to Intermountain Health and received $797 million in gross proceeds and $587 million in net cash proceeds at closing, using the proceeds primarily to pay down debt, and cut full-year 2026 guidance to revenue of $3.08 billion to $3.18 billion and adjusted EBITDA of at least $489 million. What remains is process: the transaction is expected to close in the first quarter of 2027, subject to the approval of Surgery Partners shareholders, regulatory approvals and other customary closing conditions, and the company will file a proxy statement and a transaction statement with regulators for shareholders to read before they vote. Until that vote and those approvals land, the agreed $23.50 is a signed price, not yet a paid one — which is exactly what the stock's small discount to it is saying.