Key Takeaways
- • HealthSpan Partners, a contractual affiliate of Bon Secours Mercy Health (BSMH), agreed to acquire Surgery Partners (NASDAQ:SGRY) in an all-cash transaction valued at an enterprise value of approximately $5.7 billion.
- • Surgery Partners public shareholders, excluding Bain Capital affiliates, will receive $23.50 per share in cash.
- • Bain Capital, Surgery Partners' largest shareholder with roughly 39% of outstanding shares, will roll over its stake into equity of the acquiring entity and remain a significant partner.
- • The combined platform, which adds more than 200 locations across 30 states and about 5,000 affiliated physicians, would be one of the largest outpatient surgical care platforms in the country.
- • Closing is expected in the first quarter of 2027, subject to Surgery Partners shareholder approval and regulatory clearances, after which the company will be privately held and delisted from Nasdaq.
Summary
HealthSpan Partners, a contractual affiliate and supporting organization of Bon Secours Mercy Health, and Surgery Partners, Inc. announced a definitive agreement under which HealthSpan Partners will acquire Surgery Partners in an all-cash transaction valued at an enterprise value of approximately $5.7 billion, according to the companies' joint Business Wire release. Surgery Partners shareholders other than affiliates of Bain Capital Private Equity will receive $23.50 in cash per share. Bain Capital affiliates will roll over their shares into equity interests in the acquiring entity and remain a significant partner in Surgery Partners following closing. Bain Capital is currently the largest shareholder, owning approximately 39% of outstanding shares, and has entered into a voting and support agreement to vote all of its shares in favor of the transaction.
The companies describe the combination as establishing one of the country's largest outpatient surgical care platforms. Surgery Partners, a short-stay surgical facility owner and operator headquartered in Brentwood, Tennessee, operates ambulatory surgery centers, surgical hospitals and physician partnerships, with capabilities in orthopedic and spinal care, cardiology, gastroenterology and ophthalmology. It reports more than 200 locations across 30 states and approximately 5,000 affiliated physicians. HealthSpan Partners' president, Dr. Wael Haidar, who is also President of Clinical Operations at Bon Secours Mercy Health, said the deal supports the goal of making care easier to access as more care moves beyond the hospital setting. Surgery Partners CEO Eric Evans said the transaction delivers an attractive all-cash premium to shareholders while creating lasting benefits for patients, physicians and other stakeholders. John M. Starcher, Jr., President and CEO of Bon Secours Mercy Health, framed the deal around expanding access to more affordable care.
HealthSpan Partners intends to fully finance the acquisition through cash on hand and new debt, for which commitments have been secured. The transaction is expected to close in the first quarter of 2027, subject to Surgery Partners shareholder approval, regulatory approvals and other customary conditions. Negotiations were led by a Special Committee of independent, disinterested directors, and the transaction has been approved by the Surgery Partners Board following the committee's unanimous recommendation. Upon closing, Surgery Partners' name, brand and headquarters are expected to remain in place, and the company will not be characterized as a Catholic ministry entity. Its common stock will cease to be listed on Nasdaq.
Jefferies LLC is exclusive financial advisor to HealthSpan Partners and has provided committed financing as sole initial underwriter, with Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel. Centerview Partners is lead financial advisor to Surgery Partners, with Leerink Partners also advising, while Moelis & Company LLC advises the Special Committee. Kirkland & Ellis LLP represents Bain Capital, with Barclays and J.P. Morgan as its financial advisors. The companies will file a proxy statement and a Schedule 13E-3 with the SEC; shareholders are urged to review those filings before voting.
The companies describe the combination as establishing one of the country's largest outpatient surgical care platforms. Surgery Partners, a short-stay surgical facility owner and operator headquartered in Brentwood, Tennessee, operates ambulatory surgery centers, surgical hospitals and physician partnerships, with capabilities in orthopedic and spinal care, cardiology, gastroenterology and ophthalmology. It reports more than 200 locations across 30 states and approximately 5,000 affiliated physicians. HealthSpan Partners' president, Dr. Wael Haidar, who is also President of Clinical Operations at Bon Secours Mercy Health, said the deal supports the goal of making care easier to access as more care moves beyond the hospital setting. Surgery Partners CEO Eric Evans said the transaction delivers an attractive all-cash premium to shareholders while creating lasting benefits for patients, physicians and other stakeholders. John M. Starcher, Jr., President and CEO of Bon Secours Mercy Health, framed the deal around expanding access to more affordable care.
HealthSpan Partners intends to fully finance the acquisition through cash on hand and new debt, for which commitments have been secured. The transaction is expected to close in the first quarter of 2027, subject to Surgery Partners shareholder approval, regulatory approvals and other customary conditions. Negotiations were led by a Special Committee of independent, disinterested directors, and the transaction has been approved by the Surgery Partners Board following the committee's unanimous recommendation. Upon closing, Surgery Partners' name, brand and headquarters are expected to remain in place, and the company will not be characterized as a Catholic ministry entity. Its common stock will cease to be listed on Nasdaq.
Jefferies LLC is exclusive financial advisor to HealthSpan Partners and has provided committed financing as sole initial underwriter, with Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel. Centerview Partners is lead financial advisor to Surgery Partners, with Leerink Partners also advising, while Moelis & Company LLC advises the Special Committee. Kirkland & Ellis LLP represents Bain Capital, with Barclays and J.P. Morgan as its financial advisors. The companies will file a proxy statement and a Schedule 13E-3 with the SEC; shareholders are urged to review those filings before voting.
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