A Bon Secours Mercy Health affiliate will pay $23.50 a share in cash, a 49% premium, valuing the surgical-center operator at about $5.7 billion including debt. Bain Capital, which owns about 39%, will keep its stake.
Surgery Partners has a buyer, and its largest shareholder is staying.
The operator of surgical facilities said on Monday that it agreed to be acquired by HealthSpan Partners, an affiliate of the not-for-profit health system Bon Secours Mercy Health, for $23.50 a share in cash. The deal values the company at about $5.7 billion including debt. Bain Capital, which owns about 39% of Surgery Partners, will roll all of its shares into the acquiring company rather than sell, and has signed an agreement to vote in favor.
The merger agreement was signed on Oct. 23. Bon Secours Mercy Health is guaranteeing certain obligations of the buyer.
Better than reported, below Bain's mark
The price is higher than the roughly $20 a share the Financial Times reported over the weekend. It is a 49.2% premium to Surgery Partners' closing price of $15.75 on Oct. 23, the last trading day before the deal became public.
It is also about 8.7% below the $25.75 a share Bain itself proposed in January 2025, when it sought to take the company private. Surgery Partners said in June 2025 that those discussions had ended.
So the public holders get a large premium to the market, while Bain stays in at a valuation below what it once offered to pay. Bain has not explained its reasoning. One explanation is that it expects more value from holding the business alongside a health system than from selling it at today's price.
The protections for public holders
Because Bain is rolling over rather than selling, it sits on both sides of the transaction in a sense. The approval threshold reflects that. The deal requires a majority of all outstanding shares and a majority of the votes cast by disinterested shareholders, so the holders being cashed out must approve it on their own.
Financing is not a condition. The buyer will pay with cash on hand and new debt, for which it has secured commitments, with Jefferies as sole initial underwriter. Surgery Partners would owe a termination fee of about $109 million in certain circumstances. The deal also needs U.S. antitrust clearance, is expected to close in the first quarter of 2027, and can be terminated if it has not closed by July 23, 2027.
The equity split between the buyer and Bain, the amount of new debt and the deal's valuation multiples were not disclosed.
What the stock says
Surgery Partners traded at about $23.20 in early afternoon trading, a little more than 1% below the offer. That narrow spread suggests investors see a high probability of completion.
Two readings
One reading is that this is a good result for public shareholders: a near-50% premium in cash, no financing condition and a vote that gives them the deciding say.
The other is that the deal crystallizes a lower value than the company's largest owner once assigned it, and that Bain's choice to stay in at this price, rather than sell, is the clearest view of where it thinks the upside lies.
What to watch
The proxy statement and its account of the negotiations, the disinterested shareholder vote, antitrust clearance, and any disclosure of the financing.