Bon Secours Affiliate Agrees to Take Surgery Partners Private in $5.7 Billion Deal

A Catholic nonprofit health system is buying one of the country’s largest outpatient surgery operators. HealthSpan Partners, an affiliate of Cincinnati-based Bon Secours Mercy Health, signed a definitive agreement on Monday, Oct. 26, to acquire Surgery Partners in an all-cash deal valued at about $5.7 billion including debt.

Public shareholders other than Bain Capital will receive $23.50 per share in cash, according to the companies’ announcement and Becker’s Hospital Review. Bain Capital affiliates, which own about 39 percent of Surgery Partners and are its largest shareholder, will not be cashed out. They will roll their shares into equity in the acquiring entity and remain a significant partner. When the deal closes, Surgery Partners will leave the Nasdaq and become privately held.

The deal terms

• Price: $23.50 per share in cash; enterprise value of about $5.7 billion.
• Financing: HealthSpan will pay with cash on hand and new debt. Jefferies is the exclusive financial adviser and sole initial underwriter for the committed financing.
• Approvals: A special committee of independent directors negotiated the deal and recommended it unanimously, and the board approved it. Closing still requires a shareholder vote and regulatory approvals.
• Bain’s vote: Bain affiliates signed a voting and support agreement to back the transaction with all of their shares.
• Timing: Expected to close in the first quarter of 2027.
• Identity: Surgery Partners keeps its name, brand and Brentwood, Tenn., headquarters and will remain a secular organization, not a Catholic ministry, according to the announcement and Healthcare Dive.

What HealthSpan is buying

Surgery Partners operates more than 200 locations across 30 states, including ambulatory surgery centers, surgical hospitals, urgent care sites and physician practices, with roughly 5,000 affiliated physicians. Its biggest service lines are orthopedics and spine, cardiology, gastroenterology and ophthalmology. Healthcare Dive reports that the company has nearly doubled its facility count since 2021 and that joint replacement volume rose 22 percent last year, even as it reported a net loss of $77.9 million.

Surgery Partners chief executive Eric Evans said in the announcement, “We believe this transaction represents the best path forward for Surgery Partners.”

Reported versus confirmed

The deal was flagged before it was signed. Over the weekend, the Financial Times reported, citing people familiar with the matter, that Bon Secours was in late-stage talks at about $20 a share, according to a Reuters summary of that report. The signed price came in higher, at $23.50. Using the $15.90 Friday close cited by Reuters from LSEG data, the final price works out to a premium of roughly 48 percent. Several outlets reported that shares jumped more than 40 percent on Monday; Paxton-Digital has not independently verified the closing price.

The Bain backstory

The deal closes a long loop for Bain. In January 2025, Bain proposed to buy the shares of Surgery Partners it did not already own at $25.75 each. In June 2025, the company’s special committee ended those talks, concluding Surgery Partners was worth more as an independent public company, according to Becker’s. Sixteen months later, public holders are accepting $23.50 per share, below Bain’s earlier proposal, while Bain stays in.

Paxton-Digital’s Take

Three trends meet in this deal. First, outpatient surgery remains one of the most sought-after assets in healthcare. Procedures keep shifting out of hospitals into lower-cost surgery centers, and both insurers and health systems want to own that volume. Ascension’s $3.9 billion purchase of AmSurg, which closed this summer, was the template; this is a bigger version.

Second, nonprofit systems are acting more like private equity. Bon Secours is using a separate investment arm, real leverage and a sponsor partner in Bain to buy a for-profit, publicly traded company. That structure lets the system grow beyond its own hospital markets without turning Surgery Partners into a Catholic ministry.

Third, the price tells a story about public markets. A take-private below a sponsor’s prior bid suggests that the stock never earned the valuation the special committee hoped for in 2025. For public healthcare services companies trading at depressed multiples, a strategic or sponsor exit at a large premium to the current price may look better than waiting.

Paxton-Digital will watch for any shareholder pushback over the gap to Bain’s earlier proposal, and for antitrust attention in markets where Bon Secours hospitals and Surgery Partners centers overlap.

What it means for you

• Surgery Partners shareholders will be asked to vote; the deal requires shareholder approval, and Bain’s support covers about 39 percent of shares. Review the proxy when it is filed.
• Patients at Surgery Partners centers should not see immediate changes; the company keeps its name and brand, and nothing changes until the deal closes.
• Physicians and staff should watch for questions on contracts, ownership stakes in individual centers and payer agreements as integration planning begins.
• Healthcare investors can read this as another sign that buyers will pay up for outpatient surgery platforms, even when public markets have not.

This article is for information only and is not investment advice.

Discussion

1. Should nonprofit health systems use investment arms and debt to buy for-profit providers?
2. Is it fair for public shareholders to accept less than a sponsor’s earlier offer?
3. Will ownership by a health system change how surgery centers negotiate with insurers?