HealthSpan Partners, an affiliate of the Catholic health system Bon Secours Mercy Health, will buy Surgery Partners for $23.50 a share in cash, a deal valued at about $5.7 billion including debt, the two companies said in a joint release on Monday.
Surgery Partners, based in Brentwood, Tennessee, runs more than 200 ambulatory surgery centers, surgical hospitals and physician practices in 30 states. The price is generous against last week's share price. It is not generous against the price its largest shareholder, Bain Capital, proposed 21 months ago, and Bain is not selling.
Who is buying, and what does it get?
The buyer is a nonprofit system's arm. Bon Secours Mercy Health, based in Cincinnati, reports about $14 billion of annual net operating revenue, about 60,000 employees and more than 1,200 care sites in the U.S. and Ireland, according to its own website. The deal's $5.7 billion enterprise value is about 41 per cent of that annual revenue, by this publication's arithmetic. The release describes HealthSpan Partners as "a contractual affiliate and supporting organization" of the system. Dr. Wael Haidar is president of HealthSpan Partners and president of clinical operations at Bon Secours Mercy Health.
What it gets is outpatient surgery at national scale: the release cites about 5,000 affiliated physicians and specialties including orthopedics, spine, cardiology, gastroenterology and ophthalmology. Surgery Partners will keep its name, brand and headquarters, and the release says it will remain "a secular organization" that "will not be characterized as a Catholic ministry entity", while operating under the system's Statement of Common Values.
"Our relationship with Surgery Partners represents an important step toward advancing that commitment," John M. Starcher Jr., Bon Secours Mercy Health's president and chief executive, said in the release, referring to serving more people "through a broader range of care settings."
Is $23.50 a good price?
It depends on the reference date. Surgery Partners closed at $15.75 on Friday 23 October, so the offer is a 49.2 per cent premium, by this publication's arithmetic; Reuters, as republished by SRN News, put it at 49 per cent and reported the shares rose 46 per cent during Monday's trading. They closed at $23.25, up about 48 per cent and about 1.1 per cent below the offer, which suggests investors see little risk of the deal failing.
The other reference is January 2025. Surgery Partners disclosed on 28 January 2025 that Bain Capital had proposed buying the shares it did not own for $25.75 each. Reuters reported that the bid was rebuffed. Monday's price is $2.25, or 8.7 per cent, lower.
| Measure | Figure |
|---|---|
| Offer per share | $23.50 |
| Close, 23 October 2026 | $15.75 |
| Premium to that close | 49.2 per cent |
| Bain proposal, January 2025 | $25.75 |
| Offer versus Bain proposal | -8.7 per cent |
| Shares outstanding (3 August 2026) | 130.9 million |
| Implied equity value | about $3.08 billion |
| Paid in cash to holders other than Bain (about 61 per cent) | about $1.88 billion |
| Enterprise value / 2026 adjusted EBITDA guidance (at least $530 million) | at most about 10.8 times |
Sources: company releases and filings; closing prices from market data. Premium, comparison, equity value, cash to other holders and multiple are this publication's arithmetic, and the cash figure assumes Bain's stake is exactly 39 per cent.
The gap between the two offers is not hard to explain from the company's own numbers. Its second-quarter release showed adjusted EBITDA of $125.2 million, down from $129.0 million a year earlier, a net loss attributable to the company of $15.0 million, and same-facility cases up only 0.3 per cent. Net debt was about 4.4 times EBITDA under its credit agreement. The 2025 release counted locations in 33 states; this one counts 30. That is our reading of why the price fell, not either company's account.
What protects the other shareholders?
Two conditions in the Form 8-K. The merger must be adopted by a majority of all outstanding shares and by a majority of votes cast by disinterested shareholders, which excludes Bain. Bain's 39 per cent is pledged to vote yes under a support agreement, so the second test is the one that matters. Negotiations were led by a special committee of independent directors, advised by Moelis.
If Surgery Partners walks away for a better offer, it owes a termination fee of $108,986,842, about 3.5 per cent of the implied equity value by our arithmetic. HealthSpan says the deal is fully financed with cash and new debt, with committed financing from Jefferies.
Eric Evans, Surgery Partners' chief executive, said in the release the deal delivers "an attractive all-cash premium to our shareholders."
Why are health systems buying surgery centers?
Because procedures are leaving hospitals. The release says "outpatient surgery is becoming an increasingly important setting for care." Reuters noted that Ascension bought AmSurg for $3.9 billion earlier this year. Ann Hynes, an analyst at Mizuho, told Reuters there was some market overlap in Ohio and Kentucky, but said: "we do not expect meaningful FTC antitrust risk issues." The Federal Trade Commission reviews mergers of this size.
For patients and employers, ownership of outpatient sites matters because it shapes what they are billed. This publication has reported that private-equity-owned hospitals charged more per patient without lowering costs, and that employer health costs are rising faster than plans report. A nonprofit owner with a private-equity co-owner is a hybrid; how it prices surgery is not described in the release.
What happens next?
A proxy statement, a shareholder vote and an antitrust review, with closing expected in the first quarter of 2027. The test is the disinterested vote: if the holders who are not Bain accept $23.50, they will be accepting less than Bain itself thought the company was worth in January 2025.
Deal terms, the Bain stake and rollover, financing, the secular-status commitment, the 200 locations in 30 states, the 5,000 physicians and the quotes from John M. Starcher Jr., Dr. Wael Haidar and Eric Evans are from the companies' joint release of 26 October 2026, filed with the SEC. The disinterested-shareholder vote and the $108,986,842 termination fee are from Surgery Partners' Form 8-K of the same date. Bain's $25.75 proposal is from Surgery Partners' release of 28 January 2025. 2026 guidance, net leverage and cash are from the company's second-quarter release of 10 August 2026; share count is from its 10-Q cover. The 49 per cent premium, the share-price reaction and Ann Hynes's comments are from Reuters, 26 October 2026. Bon Secours Mercy Health's revenue, staff and site counts are from its website. Closing prices are from market data. Premium, comparison with the Bain proposal, equity value, valuation multiple, merger spread and termination-fee ratio and the ratio of deal value to the system's revenue are this publication's arithmetic. The analysis is our own.
