HealthSpan Partners to Buy Surgery Partners in $6.0 Billion Cash Deal

The Tip Desk · November 9, 2026 · 3 min read

The Bon Secours Mercy Health affiliate raised its offer to $25.00 a share after an unsolicited $28.00 bid, adding ticking fees if stockholder approval is obtained before March 1, 2027 and closing slips past that date.

HealthSpan Partners, a contractual affiliate of Bon Secours Mercy Health, agreed to raise its all-cash bid for Surgery Partners, Inc. (SGRY) to $25.00 a share after the short-stay surgical operator received an unsolicited competing proposal, lifting the enterprise value of the take-private to as much as approximately $6.0 billion.

The amendment follows a third-party offer of $28.00 a share in cash, received on November 3, 2026 and updated on November 8. A Special Committee of independent directors evaluated that bid against the revised HealthSpan terms and unanimously concluded it was not a superior proposal, citing a materially longer expected close, greater regulatory complexity, and the absence of contractual protections the committee sought.

Under the amended agreement, stockholders other than Bain Capital affiliates will receive $25.00 a share if the merger closes before March 1, 2027. If stockholder approval is obtained before March 1, 2027 but the deal has not closed by that date, those holders receive monthly cash ticking fees at 10% per annum on the $25.00 consideration, up to $1.61 a share, for a maximum of $26.61 if the merger closes on the October 23, 2027 outside date. Bain Capital, which owns about 39% of outstanding shares, will not receive cash or ticking fees; it will roll its shares into equity in the acquiring entity and remain a significant partner.

The Surgery Partners board recommends that stockholders approve the amended merger. Chief Executive Officer Eric Evans said the transaction “provides exceptional value for our stockholders, along with regulatory certainty and a closing expected in the near term.” He said combining with HealthSpan Partners is “the right next chapter” to expand access to high-quality outpatient care with physician and health system partners.

HealthSpan Partners said it continues to intend to finance the acquisition with cash on hand and new debt, for which commitments have been secured. Jefferies LLC is serving as exclusive financial advisor and committed financing underwriter. Centerview Partners is lead financial advisor to Surgery Partners, with Leerink Partners also advising; Moelis advised the Special Committee.

The original October 23 agreement had valued the company at an enterprise value of approximately $5.7 billion with $23.50 a share in cash. The amendment raised that cash price by $1.50 a share and added the ticking-fee structure.

Surgery Partners operates more than 200 locations in 30 states, including ambulatory surgery centers, surgical hospitals, multi-specialty physician practices and urgent care facilities. HealthSpan Partners said the combination would establish one of the country’s largest outpatient surgical care platforms. Upon closing, Surgery Partners’ operations, name, brand and headquarters are expected to remain in place, and the company is expected to remain a secular organization. Its common stock will no longer be listed on Nasdaq.

The transaction is still expected to close in the first quarter of 2027, subject to stockholder approval, regulatory approvals and other customary closing conditions. Bain Capital’s voting and support agreement to vote its shares in favor of the merger remains in place.