The deal is fully supported by Bain Capital (~38% holder) which removes a key approval risk. Monitor the proxy statement filing for the fairness opinion and any potential competing bids. The primary risk is regulatory clearance given the combined entity's scale in outpatient surgical care.
Price Chart
Executive Summary
Surgery Partners filed this DEFA14A to announce it has entered into a definitive agreement to be acquired by HealthSpan Partners (an affiliate of Bon Secours Mercy Health) in an all-cash transaction valued at an enterprise value of approximately $5.7 billion. Public shareholders (excluding Bain Capital affiliates) will receive $23.50 per share in cash, representing a 64% premium to the 30-day VWAP. Bain Capital, which holds ~38.15% of shares, has entered into a voting and support agreement to vote in favor of the deal. The transaction is expected to close in Q1 2027, subject to shareholder approval, regulatory approvals, and other customary conditions.
Key Financial Metrics
Key Facts
- Surgery Partners entered into a definitive agreement to be acquired by HealthSpan Partners (affiliate of Bon Secours Mercy Health) in an all-cash transaction.
- Enterprise value of approximately $5.7 billion.
- Shareholders (excluding Bain Capital affiliates) will receive $23.50 per share in cash.
- The $23.50 per share represents a 64% premium to the 30-day volume weighted average price as of the last full trading day prior to announcement.
- Bain Capital, the largest shareholder with ~38.15% stake, entered into a voting and support agreement to vote all its shares in favor of the transaction.
- Transaction expected to close in the first quarter of 2027.
- Closing is subject to shareholder approval, regulatory approvals, and other customary conditions.
- Surgery Partners' operations, name, brand, and headquarters are expected to remain in place after closing.
- The combined entity will establish one of the country's largest outpatient surgical care platforms.
Financial Impact
All-cash acquisition at $23.50 per share, enterprise value ~$5.7 billion, 64% premium to 30-day VWAP.
Risk Factors
- Regulatory approval risk given the combined entity would be one of the largest outpatient surgical platforms in the U.S.
- Shareholder approval required; though Bain's support makes this likely, minority shareholder litigation could arise.
- Transaction expected to close in Q1 2027, leaving ~5 months of execution risk and potential for a competing bid or regulatory delay.
- If the deal fails to close, the stock could revert to pre-announcement levels, representing significant downside from the $23.50 offer price.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001104659-26-118870 |
| Document: 0001104659-26-118870-index-headers.html | 0001104659-26-118870 |
| Document: 0001104659-26-118870-index.html | 0001104659-26-118870 |
| Document: 0001104659-26-118870.txt | 0001104659-26-118870 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | DEFA14A | $23.20 | awaiting T+5 | — | $23.36 (+0.69%) |
Oct 26, 2026 1d ago | DEFA14A | $23.32 | awaiting T+5 | — | $23.36 (+0.17%) |
Oct 26, 2026 1d ago | SC 13D/A | $23.25 | awaiting T+5 | — | $23.36 (+0.47%) |
Oct 26, 2026 1d ago | DEFA14A | $23.25 | awaiting T+5 | — | $23.36 (+0.47%) |
Oct 26, 2026 1d ago | 8-K | $23.25 | awaiting T+5 | — | $23.36 (+0.47%) |
Oct 13, 2026 14d ago | SC 13G | $14.83 $15.40 | ▲ +3.84% | ▲ +3.39% | $23.36 (+57.52%) |
Sep 17, 2026 5w ago | 8-K | $13.35 $14.20 | ▲ +6.37% | ▲ +5.77% | $23.36 (+74.98%) |
Sep 17, 2026 5w ago | Press Release | $13.35 $14.20 | ▲ +6.37% | ▲ +5.52% | $23.36 (+74.98%) |
Aug 20, 2026 9w ago | Insider Buy | $14.52 $13.69 | ▼ −5.72% | ▼ −6.19% | $23.36 (+60.88%) |
Aug 10, 2026 11w ago | 8-K | $15.95 $14.36 | ▼ −9.97% | ▼ −9.92% | $23.36 (+46.46%) |
US Market Status
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