A nonprofit hospital system’s affiliate is taking a Bain-backed surgery chain private. The headline is $5.7 billion. The detail that matters to medical real estate is in the 10-K: Surgery Partners leases the real estate at 173 of its 176 surgical facilities and generally guarantees those leases.
The short answer: HealthSpan Partners, an affiliate of Bon Secours Mercy Health, agreed to acquire Surgery Partners in an all-cash deal valued at about $5.7 billion including debt. Public holders get $23.50 a share. Bain Capital, with about 39%, rolls its stake and stays in. The merger agreement was signed October 23, 2026, announced October 26, and is expected to close in the first quarter of 2027. It has not closed.
- This is an operating company with almost no real estate of its own. Landlords across 30 states hold the buildings, and many of them are the physicians who also own the surgery centers.
- The lease guarantor’s balance sheet is about to change. Surgery Partners generally guarantees its facility leases. The new debt amount has not been disclosed, and the Bon Secours guarantee in the merger agreement covers the buyer’s merger obligations.
- Most of the debate is about price and insurers, but the structure is the novelty. A Catholic nonprofit system’s affiliate and a private equity firm will own a chain that stays secular and keeps its own name.
Deal Facts
Confirmed means a party press release, an SEC filing or a CMS record. Reported means news coverage only. Status on November 3, 2026: pending. We found no proxy statement or Schedule 13E-3 on file yet; the company says both are coming.
The vote is the term to read closely. Bain’s 39% helps with the first test, but the merger agreement also requires a majority of votes cast by disinterested holders, which excludes Bain, directors and officers. That is where any holder who thinks $23.50 is too low has leverage. There is no go shop described in the 8-K: the company is restricted from soliciting other offers, subject to customary exceptions, and can leave for a superior proposal by paying the fee.
What the Price Actually Buys
The $5.7 billion is mostly not a check to shareholders. Using the 129.4 million shares on the 10-K cover, $23.50 implies roughly $3.0 billion of equity before dilution. At 39%, Bain’s rolled stake is near $1.2 billion, which leaves about $1.9 billion of cash to other holders. Those are our estimates, not disclosed figures.
On the earnings side, Surgery Partners’ pro forma 2026 guidance without its Idaho Falls hospitals is revenue of $2.60 billion to $2.67 billion and Adjusted EBITDA of at least $414 million. That puts the deal at no more than about 13.8 times that figure. The filings do not say how the $5.7 billion treats finance leases or the physician partners’ shares, so the multiple is a rough guide rather than a clean comparison.
The Real Estate
Item 2 of the 2025 10-K is short and tells most of the story. Facilities typically sit on real estate leased by the partnership or LLC that runs them. Initial terms are generally 10 years, within a range of 2 to 15, and most leases carry options for up to 10 more years. Most ASCs run 8,000 to 12,000 square feet, which across 157 ASCs suggests about 1.3 million to 1.9 million square feet of ASC space by our estimate. The company adds: “We generally guarantee the lease obligations of the partnerships and LLCs that own our surgical facilities.”
| Lease measure, December 31, 2025 | Operating | Finance |
|---|---|---|
| Lease liabilities | $322.6 million | $935.5 million |
| Weighted average remaining term | 10.8 years | 19.6 years |
| Weighted average discount rate | 7.5% | 7.2% |
| Undiscounted payments still due | $471.6 million | $1,914.1 million |
| Share of payments due after 2030 | 48% | 75% |
Source: Surgery Partners 2025 10-K, Note 6, with the after 2030 shares calculated by us. Confirmed These figures predate the September 2026 Idaho Falls sale, so the current book will differ.
Two things stand out. First, finance leases are debt in the company’s own table: $935.5 million of the $3.70 billion of total debt, or about 25%. A reader comparing leverage with a peer needs to know whether the peer’s real estate sits in the same line. Second, 19.6 years is long. It shows that some landlords already hold very long commitments, and it shows the company is willing to extend: in 2025 it extended or modified certain facility leases, moving them from operating to finance and adding $36.6 million of finance lease liabilities.
Scheduled Lease Payments
Operating and finance payments combined, before imputed interest. A further $1.67 billion falls after 2030.
Who the Landlords Are
The filing does not publish a landlord roster, and we did not find a public list, so the full answer is pending. What it does show is that physicians are a meaningful part of it. In 2025 the company recorded $25.1 million of operating lease cost and paid $31.3 million of rent under finance leases with physician investors and a lessor who are related parties. One surgical facility also holds a non controlling interest in a lessor. That $56.4 million compares with about $158 million of total cash paid on leases, so related parties account for roughly a third. The comparison is rough because it mixes an expense with cash, but it is enough to change how an investor should think about the portfolio. For many buildings, the landlord, the surgeon and the operating partner may overlap.
That overlap is why the company’s own physician FAQ matters to real estate. It tells physician partners there are “no changes” to their ownership stakes and that HealthSpan is committed to preserving the physician partnered model.
The Questions for Landlords and Lenders
The credit behind a surgery center lease has usually been Surgery Partners. After closing it will be a private company, owned by a HealthSpan vehicle and Bain, carrying new acquisition debt in an amount nobody has published. Management tells employees the deal will “strengthen our balance sheet,” while also funding the purchase partly with new borrowing. Investors cannot test that claim until the proxy or the debt offering documents appear.
It would be a mistake to underwrite these leases as Bon Secours credit. The 8-K says Bon Secours guarantees the obligations of the buyer entities under the merger agreement. Nothing we read says it will stand behind facility leases, and our read is that a landlord should assume it does not unless a document says so. Lease transfer and change of control clauses are also not public, so each owner should read their own.
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The one real estate transaction with a price is Idaho Falls. Intermountain Health paid about $797 million in gross proceeds and $587 million net for Surgery Partners’ interests in Mountain View Hospital and Idaho Falls Community Hospital, in a deal valuing the two at about $1.15 billion. Fierce Healthcare’s headline describes it as covering interests and real estate. The company put the proceeds at about 7 times trailing Adjusted EBITDA. With just 3 of 176 facilities on owned property at year end, there is little left to sell and lease back.
Looking at surgery center and medical net leases? Healthcare Net Lease focuses on direct ownership of urgent care, medical office and pharmacy properties, including buildings for 1031 exchange buyers.
The Surgical Hospitals in Medicare’s Ownership File
Surgery Partners does not list its facilities in the 10-K, and it counts 19 surgical hospitals at year end. Medicare’s hospital ownership file, which Healthcare Discovery keeps on its servers, shows 17 hospitals with Surgery Partners, Inc. listed as an owner, which is what you would expect after the two Idaho Falls exits. The stakes vary more than the word “chain” suggests.
| Hospital | City | Surgery Partners stake |
|---|---|---|
| Arizona Spine and Joint Hospital | Mesa, AZ | Not listed |
| Animas Surgical Hospital | Durango, CO | 72.57% |
| Optim Medical Center Tattnall | Reidsville, GA | 50.38% |
| Optim Medical Center Screven | Sylvania, GA | 100% |
| Northwest Specialty Hospital | Post Falls, ID | 67.35% |
| Kansas Spine and Specialty Hospital | Wichita, KS | 55% |
| Lafayette Surgical Specialty Hospital | Lafayette, LA | 40.43% |
| Great Falls Clinic Hospital | Great Falls, MT | 100% |
| North Carolina Specialty Hospital | Durham, NC | 51% |
| Midwest Surgical Hospital | Omaha, NE | 51.1% |
| Methodist Hospital for Surgery | Addison, TX | 10% |
| The Physicians Centre Hospital | Bryan, TX | 38.63% |
| Lubbock Heart Hospital | Lubbock, TX | 78.66% |
| Methodist McKinney Hospital | McKinney, TX | 10% |
| South Texas Spine and Surgical Hospital | San Antonio, TX | 51.26% |
| Oak Leaf Surgical Hospital | Altoona, WI | 64.35% |
| Midwest Orthopedic Specialty Hospital | Franklin, WI | 30.63% |
CMS hospital all owners file, August 2026, analyzed by Healthcare Discovery. Confirmed CMS percentages are as filed and may reflect direct or indirect interests. Bain’s vehicle BCPE Seminole Holdings also appears as an owner on many of these records.
The same file answers two other questions. Across these 17 records there is no hospital in Ohio, Kentucky, Virginia or South Carolina, the four states where it lists Bon Secours Mercy Health as an owner (19, 2, 12 and 5 hospitals). That fits Mizuho analyst Ann Hynes’s view that overlap is limited to some of Ohio and Kentucky and that serious FTC risk is unlikely, though ASC by ASC overlap cannot be tested from this file. It also shows that HealthSpan Partners is not a shell: CMS lists it as an owner of five hospitals, including 51% of Ohio Valley Surgical Hospital in Springfield, Ohio, associated since November 2025, and stakes in the Roper St. Francis hospitals around Charleston.
See the clinicians behind these facilities. The Healthcare Discovery directory lists physicians and advanced practice clinicians by location, with specialties and affiliations.
The Operating Business
At year end 2025 Surgery Partners owned or operated 176 surgical facilities: 157 ASCs and 19 surgical hospitals in 30 states. It held a majority in only 90 and consolidated 121. Revenue was $3.31 billion and Adjusted EBITDA $526.2 million, with a net loss attributable to the company of $77.9 million. Same facility cases rose 3.4%. Private insurance was 52.3% of patient service revenue and government payers 42.8%. It operates in 21 states with certificate of need laws, which can protect incumbents and is one reason an existing network is worth more than new construction.
The company spent 2026 reshaping itself. The Idaho Falls sale cut its Medicaid mix to under 2% of revenue by its own estimate and ended obstetrics, neonatology and inpatient pediatrics. Leverage under its credit agreement was 4.4 times at the end of the second quarter, with the sale expected to lower it by 30 basis points. Buyers are getting a cleaner surgical business than the 2025 figures describe.
Why Bon Secours Wants It
The system has framed the deal around patients choosing care outside the hospital. STAT adds the business reading, that it could lift the system’s profitability and its leverage with insurers. Company materials describe about 48 hospitals, more than 1,200 care sites and a 2023 partnership with Compass Surgical Partners, so this builds on a strategy already in motion. Under the release, Surgery Partners stays secular, operates “in compliance with the Statement of Common Values” and “will not be characterized as a Catholic ministry entity.” The filings do not set out what the statement requires.
Market Context
| Deal | Value | Footprint | Value per site |
|---|---|---|---|
| Ascension and AMSURG, completed June 2026 Reported | $3.9 billion | About 300 ASCs | About $13 million |
| HealthSpan and Surgery Partners, pending Confirmed | $5.7 billion | About 174 surgical facilities, after Idaho Falls | About $33 million |
Per site values are our arithmetic and flatter neither deal cleanly: Surgery Partners includes surgical hospitals, physician practices and other businesses. The direction is still clear. Two Catholic nonprofit systems have now agreed to pay a combined $9.6 billion for national surgery chains in one year, while Becker’s describes Tenet as the nation’s largest ASC operator. Kaufman Hall’s Kris Blohm told Chief Healthcare Executive he expects systems to keep buying across ambulatory and surgical assets.
Bain’s history is the other reference point. TIKR reports its 2025 bid carried a $6.7 billion enterprise value, and Reuters says the company rebuffed it, while TIKR says Bain walked away. Reported Today’s lower figure is not directly comparable, since it follows the Idaho Falls sale. Bain has held since 2017 and is choosing to stay rather than cash out, which says something about its view of the price.
Timeline
- 2017Bain Capital becomes a shareholder.
- 2023Bon Secours Mercy Health partners with Compass Surgical Partners on outpatient surgery.
- 2025Bain’s take private proposal fails to produce a deal.
- July 21, 2026Surgery Partners agrees to sell its Idaho Falls interests to Intermountain Health.
- September 17, 2026Idaho Falls sale closes.
- October 23, 2026Merger agreement signed.
- October 26, 2026Deal announced; shares jump about 46%.
- First quarter of 2027Expected close, subject to the votes and antitrust clearance. End date July 23, 2027.
What It Means
For Medical Building Owners
Find out which entity signed your lease, whether Surgery Partners guarantees it, and what your assignment and change of control clauses say. A near term renewal may be the moment to ask for updated financials once the capital structure is public.
For Lenders
Do not assume nonprofit credit. Underwrite to the guarantor as it will exist after closing, and treat disclosure of the new debt as a trigger to revisit loans with Surgery Partners tenants.
For Investors
Health systems are bidding against private equity and now partnering with it. That supports ASC values, and it raises the question of whether physician owners will get the same economics under a much larger, insurer facing owner.
What to Watch Next
- The proxy and Schedule 13E-3. They should show the background of the deal, the projections, Bain’s post closing stake and who controls the company.
- The new debt. Jefferies provided the committed financing as sole initial underwriter. Its size and terms will define the credit behind the leases.
- The disinterested vote. Watch for holder opposition or a price bump.
- HSR and state reviews. Ohio and Kentucky are the named overlap, and insurers may weigh in.
- Compass Surgical Partners. Nobody has said how the system’s existing ASC venture fits with Surgery Partners.
Questions People Ask
Who is buying Surgery Partners?
HealthSpan Partners, a contractual affiliate and supporting organization of Bon Secours Mercy Health, through an entity called Spyglass Topco, LLC. Bain Capital affiliates roll their shares and stay invested.
How much is the Surgery Partners deal worth?
About $5.7 billion including debt, with $23.50 per share in cash for holders other than Bain.
Does Surgery Partners own its surgery centers’ buildings?
Mostly not. At year end 2025, 173 of its 176 surgical facilities used leased real estate, and it generally guaranteed those leases.
Will Surgery Partners become a Catholic organization?
No. The company says it expects to remain secular and will not be characterized as a Catholic ministry entity, while operating in compliance with a Statement of Common Values.
When will the deal close?
The parties expect the first quarter of 2027, subject to stockholder votes and antitrust clearance. The agreement’s end date is July 23, 2027.
Related Deals
- Ascension completes $3.9 billion purchase of AMSURG (June 2026)
- Intermountain Health buys Surgery Partners’ Idaho Falls interests (September 2026)
- Bon Secours Mercy Health and Compass Surgical Partners form an ASC partnership (2023)
For what this means for people having surgery, read Surgery Partners Is Getting a New Owner: What Changes for Patients on Healthcare Discovery.
How We Built This Page
Deal terms come from Surgery Partners’ 8-K, press release and proxy soliciting materials. Business and lease figures come from its 2025 10-K and its September 2026 release. Hospital ownership comes from the CMS all owners file dated August 2026, analyzed by Healthcare Discovery. Estimates are labeled as ours. Equity figures use the February 2026 share count and ignore dilution. We could not read the full text of some paywalled or bot protected coverage, and we cite those only for what their public text or headlines show.
Last verified November 3, 2026.
Sources
- Surgery Partners Form 8-K: merger agreement summary
- Joint press release, October 26, 2026
- Surgery Partners DEFA14A: employee, physician and patient FAQs
- Surgery Partners 2025 Form 10-K
- Surgery Partners release: Idaho Falls sale completed, guidance updated
- Reuters via KFGO: Surgery Partners to be taken private
- Chief Healthcare Executive: questions and answers
- STAT: Bon Secours Mercy Health strikes $5.7 billion deal
- TIKR: Surgery Partners shares and Bain’s earlier bid
- Fierce Healthcare: Intermountain closes deal for interests, real estate of 2 Idaho hospitals (headline)
- Becker’s: Tenet as largest ASC operator (headline)
- CMS hospital all owners file, August 2026, analyzed by Healthcare Discovery