A Catholic Nonprofit Is Taking Surgery Partners Private

HealthSpan Partners, a contractual affiliate and supporting organization of Catholic nonprofit Bon Secours Mercy Health, agreed to acquire Surgery Partners (NASDAQ: SGRY) in an all-cash transaction valued at about $5.7 billion, according to a company release. Shareholders other than affiliates of Bain Capital Private Equity will receive $23.50 in cash per share, and the deal is expected to close in the first quarter of 2027, pending approvals.

Bain Capital affiliates control about 39% of the public company, and on this deal Bain is not selling. Its affiliates will roll their shares over into equity in the acquiring entity and remain a significant partner alongside HealthSpan Partners. Surgery Partners brings a national short-stay network of more than 200 locations across 30 states and roughly 5,000 affiliated physicians, spanning orthopedic and spinal care, cardiology, gastroenterology, and ophthalmology.

The price is where the tension sits. Surgery Partners closed at $15.75 on Friday, October 23, so the $23.50 cash offer is a premium of roughly 49% over that close. It is still below the $25.75 a share that Bain Capital offered in January 2025, a proposal that implied about a $6.7 billion enterprise value. The board rejected that higher bid in mid-2025, and the talks ended.

The rollover is the signal inside the new number. Bain already owned a large minority of Surgery Partners and is taking no cash on that stake, converting the shares into equity in the acquiring entity rather than accepting an exit. That keeps the existing sponsor on the platform, now beside a nonprofit hospital system, even as outside shareholders are the ones selling at $23.50.

Nonprofit hospital systems have become the strategic buyers of surgery moving out of inpatient settings, following the $3.9 billion AMSURG purchase by Ascension earlier this year. Bon Secours Mercy Health operates 47 hospitals and more than 1,200 care sites. The closest analogue is Ascension, a larger Catholic nonprofit that closed a $3.9 billion deal over the summer of 2026 for AMSURG, an ambulatory surgery manager with more than 300 locations, under an FTC consent order that required divesting some centers, a reminder that regulators will weigh the market impact here too.

The same reimbursement shift sits behind both deals. As the Medicare inpatient-only list is wound down, surgical volume drifts out of the hospital. A system that also owns the outpatient operator can keep that volume on its own platform, and Surgery Partners is already built for that trade, reporting $3.31 billion in revenue during 2025.

The immediate read-through is that a deep-pocketed strategic buyer now exists for scaled surgery platforms, which changes the exit math for sponsors holding physician and surgery-center assets. For Bon Secours, the logic is to buy the capacity that carries procedures off its own hospital floors. It gets a national platform while Bain stays beside it as an equity partner, at a price below what the sponsor once offered to pay on its own.