
SGRY$15.75▼ 0.9%Bain's $25.75-a-share bid for Surgery Partners was turned down in 2025. Others get $23.50
A nonprofit hospital system's affiliate agreed to pay $23.50 a share in cash for Surgery Partners, the companies said Oct. 26. Bain Capital, its largest holder, takes no cash. Closing is conditioned on most votes cast by other holders.
KeyVex News··6 min readFact-checked against 14 public records
KeyVex News··6 min readFact-checked against 14 public records
SGRY$15.75▼ 0.9%Close, Oct. 23. Prices from Tiingo.The short versionTap to readTap to close
- In June 2025, a committee of independent Surgery Partners directors said the company's prospects on its own were worth more than Bain Capital's $25.75-a-share bid. Bain, the largest holder, withdrew it.
- That day the company also reaffirmed its 2025 profit forecast. In November it cut the forecast, citing softer volume and payer mix. After August 2025 the stock did not close at $23.50 or higher.
- Now holders other than Bain are offered $23.50 in cash, $2.25 less than Bain's bid. Bain takes no cash; it exchanges its roughly 38% stake for equity in the buyer.
- Closing is conditioned on a majority of all shares, which Bain's votes help reach, and a majority of votes cast by holders other than Bain and the company's insiders.
- Before the vote, the company will file a proxy statement and a going-private disclosure, which the release says will hold "important information" about the deal.
The deal: HealthSpan Partners, an affiliate of the nonprofit hospital system Bon Secours Mercy Health, agreed to buy Surgery Partners for $23.50 a share in cash, the companies said before the market opened on Oct. 26.8-KRelease That is 49% above the Oct. 23 close of $15.75.Chart data Bain Capital's funds, which own about 38%, take no cash: they will exchange their shares for equity in the buyer.13D/A
The earlier bid: Bain bid $25.75 a share for the rest of the company in January 2025.Bain letter In June 2025, a committee of independent directors said the company's prospects on its own "exceeded the value" of that bid, and Bain withdrew it.Release13D/A The same day, the company reaffirmed its 2025 profit forecast.Release
Why it matters: Five months later, the company cut the forecast, citing softer volume and payer mix.Q3 release After August 2025, the stock did not close at $23.50 or higher through Oct. 23.Chart data The $23.50 is $2.25 below the bid the committee declined and 49% above the last close before the deal. A special committee of independent directors recommended it; the filings don't yet say how it reached that price.8-K Closing is conditioned on a majority of the votes cast by holders other than Bain and the company's insiders.8-K
Surgery Partners' stock and the two bidsDaily close, Dec. 2, 2024 to Oct. 23, 2026 ▼ 33.9%Show chartHide chart
The 2025 bid
Bain's letter, dated Jan. 27, 2025, called $25.75 a 27% premium to the Jan. 24 close of $20.32.Bain letterChart data It asked for a committee of independent directors and a vote of the shares Bain did not own. It also said that "at this time" Bain had "no interest in pursuing a transaction that results in a sale of the shares of Common Stock we own."Bain letter Bain's funds have held a large stake since 2017.13D
On June 17, 2025, the company said the committee found its prospects as an independent public company "exceeded the value of the Proposal."Release
The best path forward for Surgery Partners and its stockholders is to continue operating as an independent publicly traded company.
The same release reaffirmed the 2025 forecast for adjusted EBITDA, a profit measure the company's management uses to judge its performance: $555 million to $565 million.ReleaseQ3 release The stock closed down 12.3% that day, at $20.33.Chart data
Bain's bid: its Jan. 27, 2025 letter. The deal: the Oct. 26, 2026 8-K. Closes: Tiingo end-of-day, as traded, via KeyVex.
What happened next
On Nov. 10, 2025, the company cut its 2025 adjusted EBITDA forecast to $535 million to $540 million. Its chief financial officer, Dave Doherty, said volume and the mix of payers "were softer than anticipated," and capital deployment had been delayed.Q3 release The stock fell 25.4% that day.Chart data
The year ended lower still. Adjusted EBITDA for 2025 was $526.2 million, below the cut forecast, and the 2026 forecast was at least $530 million, the company said on March 2, 2026.Q4 release The stock's lowest close came on March 27, at $11.49.Chart data
From the end of the talks through Oct. 23, 2026, the stock closed at or above $23.50 on four of 341 trading days, all in August 2025.Chart data
Who gets what
The 81.0 million shares Bain does not own come to about $1.9 billion at $23.50, by KeyVex's math from the August share count.10-Q13D/A The companies put the deal's enterprise value, which counts debt as well as shares, at about $5.7 billion.Release
Bain's 49.9 million shares, about $1.17 billion at the deal price by KeyVex's math, are not paid out. They are exchanged for equity in the buyer, and Bain "will remain a significant partner" after the deal closes, the release says.13D/ARelease
Surgery Partners' chief executive, Eric Evans, called the price "an attractive all-cash premium" in the release. Bon Secours Mercy Health's chief executive, John M. Starcher Jr., said the deal would "strengthen access to more affordable care."Release The company's name, brand and Brentwood, Tenn., headquarters are expected to stay.Release
What has to happen
the adoption of the Merger Agreement by (i) the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon and (ii) a majority of the votes cast by the disinterested stockholders
That is two tests. Bain's roughly 38% counts toward the first, and Bain has agreed to vote for the deal. It does not count in the second, which only the other holders decide.8-K Bain's 2025 letter had asked for a "non-waivable" approval by a majority of the shares Bain did not own.Bain letter The 2026 condition counts votes cast rather than all the shares Bain does not own, and it also leaves out the directors and officers.8-KMerger agreement
Surgery Partners would owe the buyer a fee of $108,986,842, about $109 million, in specified cases, including if it ends the deal to take a better offer.8-K The buyer has debt commitments, Bon Secours Mercy Health guarantees its obligations, and the deal has no financing condition. It still needs the federal antitrust waiting period to end.8-K
Before the vote, Surgery Partners says it will file a proxy statement and, with others, a Schedule 13E-3, a going-private disclosure. The release says those documents will contain "important information" about the deal.Release
What to watch
The proxy statement and Schedule 13E-3, which will describe how the deal came together.
When the companies expect the deal to close, if holders and regulators approve it.
The merger agreement's end date, which can be extended in specified circumstances.
The paper trail
The filings this story rests on, January 2025 through Oct. 26, 2026, with the time EDGAR accepted each one.
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Jan. 28, 2025, 8:49 a.m. | 13D/A | Bain Capital funds | Discloses Bain's $25.75 proposal and attaches its letter. |
| Jan. 28, 2025, 3:22 p.m. | 8-K | Surgery Partners | Confirms the proposal; a special committee will consider it. |
| June 17, 2025, 8:03 a.m. | 8-K | Surgery Partners | The committee and Bain end their talks; the 2025 forecast is reaffirmed. |
| June 17, 2025, 8:34 a.m. | 13D/A | Bain Capital funds | Bain withdraws the proposal. |
| Nov. 10, 2025, 7:32 a.m. | 8-K | Surgery Partners | Third-quarter results; 2025 forecast cut. |
| March 2, 2026, 4:55 p.m. | 8-K | Surgery Partners | 2025 results and 2026 forecast. |
| Oct. 26, 2026, 9:03 a.m. | 8-K | Surgery Partners | The merger agreement, the voting agreement and the release. |
| Oct. 26, 2026, 9:27 a.m. | 13D/A | Bain Capital funds | Bain's stake and its rollover. |
Sources
17 sources, 14 of them public records
Public records
- Surgery Partners Inc., Form 8-K: merger agreement with Spyglass Topco (Items 1.01, 7.01, 9.01)SEC EDGAR · Oct. 26, 2026
- Surgery Partners Inc., Form 8-K, Exhibit 2.1: Agreement and Plan of Merger, dated Oct. 23, 2026SEC EDGAR · Oct. 26, 2026
- Surgery Partners Inc., Form 8-K, Exhibit 10.1: Voting and Support AgreementSEC EDGAR · Oct. 26, 2026
- Surgery Partners Inc., Form 8-K, Exhibit 99.1: joint news release with HealthSpan PartnersSEC EDGAR · Oct. 26, 2026
- BCPE Seminole Holdings LP et al., Schedule 13D/A (Amendment No. 11)SEC EDGAR · Oct. 26, 2026
- BCPE Seminole Holdings LP et al., Schedule 13D/A (Amendment No. 9)SEC EDGAR · Jan. 28, 2025
- Bain Capital Private Equity, proposal letter to the Surgery Partners board (13D/A No. 9, Exhibit 12)SEC EDGAR · Jan. 27, 2025
- BCPE Seminole Holdings LP et al., Schedule 13D/A (Amendment No. 10)SEC EDGAR · June 17, 2025
- Surgery Partners Inc., Form 8-K, Exhibit 99.1: receipt of Bain Capital's proposalSEC EDGAR · Jan. 28, 2025
- Surgery Partners Inc., Form 8-K, Exhibit 99.1: "Surgery Partners, Inc. and Bain Capital Conclude Discussions"SEC EDGAR · June 17, 2025
- Surgery Partners Inc., Form 8-K, Exhibit 99.1: third-quarter 2025 resultsSEC EDGAR · Nov. 10, 2025
- Surgery Partners Inc., Form 8-K, Exhibit 99.1: fourth-quarter and full-year 2025 results, 2026 guidanceSEC EDGAR · March 2, 2026
- Surgery Partners Inc., Form 10-Q for the quarter ended June 30, 2026SEC EDGAR · Aug. 10, 2026
- BCPE Seminole Holdings LP, Schedule 13DSEC EDGAR · Sept. 8, 2017
Reporting
- "Surgery Partners to be taken private by Bon Secours affiliate in $5.7 billion deal" (as syndicated)Reuters · Oct. 26, 2026
Data
- End-of-day prices for SGRY, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 23, 2026
- The chart's Filings layer: KeyVex's insider trade, Form 144, 8-K and lobbying records for SGRYKeyVex · through Oct. 23, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends. Daily moves are close to close. Every close in the chart's Story range is in its data table. The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to the start of the range shown. The Filings switch shows the filing markers from KeyVex's Surgery Partners stock page, a selection of insider trades, Form 144 notices, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
- The count of days at or above $23.50 covers every close from June 17, 2025, the day the talks ended, through Oct. 23, 2026: 341 trading days.
- The $1.9 billion is 80,971,288 shares (130,918,260 outstanding on Aug. 3, 2026, less Bain's 49,946,972) times $23.50, or $1,902.8 million. Bain's stake at $23.50 is $1,173.8 million. Both are KeyVex's math and leave out stock options and other equity awards. Bain's 38.15% uses the same share count; the companies' release says approximately 39%.
- The header image was generated for KeyVex by an image model. It is an illustration, not a photograph of a Surgery Partners facility.




