Surgery Partners Is Going Private in a $5.7 Billion Deal — and Its Stock Was Halted Before the Open

The short answer: Surgery Partners (NASDAQ: SGRY) will be taken private by HealthSpan Partners, an affiliate of Bon Secours Mercy Health, in an all-cash deal with an enterprise value of about $5.7 billion. Shareholders other than Bain Capital affiliates will receive $23.50 in cash per share — a premium of about 49% to the stock's last close — and the transaction is expected to close in the first quarter of 2027.

Surgery Partners shares were halted in premarket trading on Monday, October 26, after the definitive agreement was announced. The announcement capped a whirlwind 24 hours: on Sunday, the Financial Times reported that Bon Secours Mercy Health was in late-stage talks valuing the company at roughly $6 billion including debt, at about $20 a share. When the official deal landed on Monday morning, the price was even better for shareholders than the reports had suggested.

What happened

HealthSpan Partners, a contractual affiliate and supporting organization of the not-for-profit health system Bon Secours Mercy Health, agreed to acquire Surgery Partners, one of the largest operators of short-stay surgical facilities in the United States. The company runs more than 200 locations across 30 states — ambulatory surgery centers, surgical hospitals, multi-specialty physician practices and urgent care facilities — with approximately 5,000 affiliated physicians and specialties including orthopedic and spinal care, cardiology, gastroenterology and ophthalmology.

Under the agreement, public shareholders will receive $23.50 in cash for each share they own. Bain Capital, Surgery Partners' largest shareholder with about 39% of the stock, will not cash out: its affiliates will roll their shares into the acquiring entity, remain a significant partner alongside HealthSpan, and have signed a voting and support agreement backing the deal. HealthSpan plans to finance the purchase with cash on hand and new debt, for which commitments have already been secured.

Why it's blowing up

Three things made this story spike. First, the size of the premium: at $23.50 a share, the offer sits about 49% above where the stock last closed, after a year in which Surgery Partners shares had fallen roughly 31% to just under $16. Second, the speed: a rumored $20-a-share negotiation on Sunday became a signed $23.50-a-share definitive agreement by Monday morning, and trading in the stock was halted in the premarket as the news landed. Third, the deal ends a two-year strategic review. Surgery Partners previously rejected a take-private bid led by Bain Capital last year, so a process that had stalled more than once has now produced a signed deal — with Bain staying in rather than buying the company outright.

The strategic logic is the shift of surgery out of hospitals. Procedures that once required an inpatient stay are increasingly performed in lower-cost outpatient centers, and large health systems are buying their way into that segment rather than building it. Bon Secours Mercy Health operates 47 hospitals in the United States and Ireland and generated roughly $14 billion in revenue last year; adding Surgery Partners gives it one of the country's largest outpatient surgical platforms overnight. Fellow not-for-profit system Ascension agreed earlier this year to buy rival operator Amsurg for $3.9 billion.

Key facts

• Buyer: HealthSpan Partners, an affiliate and supporting organization of Bon Secours Mercy Health
• Price: $23.50 in cash per share; enterprise value of approximately $5.7 billion
• Premium: About 49% to Surgery Partners' last closing price
• Bain Capital: Owns about 39%, will roll over its stake and vote in favor of the deal
• Scale: More than 200 locations in 30 states and about 5,000 affiliated physicians
• Timing: Expected to close in the first quarter of 2027, subject to shareholder and regulatory approvals
• After closing: Surgery Partners will delist from Nasdaq; its name, brand and Brentwood, Tennessee headquarters are expected to remain in place

What's next

The deal still needs approval from Surgery Partners shareholders and regulators, and the company will file a proxy statement with the SEC laying out the full terms. It was negotiated by a special committee of independent directors and approved by the board, and with Bain's 39% voting block already committed in favor, the shareholder vote starts from a strong position. For the wider healthcare sector, the deal is another signal that outpatient surgery assets remain prized targets as care keeps moving out of hospital wards.

Sources: Reuters — HealthSpan to take Surgery Partners private in $5.7 billion deal; HealthSpan Partners / Surgery Partners announcement via Business Wire; Reuters — Bon Secours nears $6 billion takeover of Bain-backed Surgery Partners, FT reports; Reuters — U.S. stock futures edge up as oil falls heading into earnings barrage

FAQ

Who is buying Surgery Partners?
HealthSpan Partners, a contractual affiliate and supporting organization of Bon Secours Mercy Health, is acquiring Surgery Partners in an all-cash take-private transaction.

How much will Surgery Partners shareholders receive?
Shareholders other than Bain Capital affiliates will receive $23.50 in cash per share, a premium of about 49% to the stock's last close. Bain will roll its roughly 39% stake into the new ownership structure.

When will the Surgery Partners deal close?
The companies expect the transaction to close in the first quarter of 2027, subject to shareholder approval, regulatory approvals and other customary conditions.

What happens to Surgery Partners after the deal?
Its shares will be delisted from Nasdaq and it will become privately held, while its name, brand, headquarters and operations are expected to remain in place as part of one of the largest outpatient surgical platforms in the U.S.