Surgery Partners to Be Acquired by HealthSpan Partners for $23.50 a Share in Cash

Surgery Partners, Inc. (Nasdaq: SGRY) agreed to be acquired by HealthSpan Partners, an affiliate of Bon Secours Mercy Health, in a deal that would take the company private, according to an 8-K filed Monday, Oct. 26, 2026. Under the Agreement and Plan of Merger, signed Oct. 23, each share of common stock will convert into the right to receive $23.50 in cash, without interest. The press release filed with the 8-K puts the transaction at an enterprise value of approximately $5.7 billion.

The per-share price compares with a last close of $15.75 on Friday, Oct. 23, the last trading session before the announcement. Based on that close, the company's market value before the filing was about $2.06 billion, so the cash price is well above where the shares last traded.

How the deal is structured

Merger Subsidiary will merge into Surgery Partners, which will survive as a wholly owned subsidiary of Parent. Bain Capital affiliates, which the press release describes as the company's largest shareholder with roughly 39% of outstanding shares, have agreed under a Voting and Support Agreement to vote in favor and to contribute their shares in exchange for equity in Parent. Those rollover shares will not receive the cash price. Other outstanding options, restricted stock and performance units will be cashed out or converted into deferred cash awards that keep their existing vesting schedules.

Conditions and timing

Closing requires approval by a majority of outstanding shares and by a majority of votes cast by disinterested stockholders, along with expiration of the Hart-Scott-Rodino waiting period and the absence of legal restraints. The merger is not subject to a financing condition. The companies expect the deal to close in the first quarter of 2027. The agreement has an end date of July 23, 2027, subject to extension under specified circumstances.

The company would owe Parent a termination fee of $108,986,842 in certain circumstances, including if it accepts a superior proposal before stockholder approval. Parent has obtained a debt commitment letter, and HealthSpan Partners says it intends to fund the acquisition with cash on hand and new debt.

Company context

For the 2025 fiscal year, Surgery Partners reported revenue of $3.31 billion, up 6%, and a net loss of $77.9 million, narrower than the $168.1 million loss a year earlier. In the quarter ended June 30, 2026, revenue was $848.9 million, up 3%, while operating income fell 9% to $102.1 million and the net loss widened to $15.0 million from $2.5 million. Cash and equivalents were $216.7 million at June 30.

The company said that after closing, its name, brand and Brentwood, Tennessee headquarters are expected to remain in place, and its common stock will no longer trade on Nasdaq.