Surgery Partners, Inc. Confirms Receipt of Non-Binding Acquisition Proposal from Bain Capital

Rhea-AI Summary

Surgery Partners (NASDAQ: SGRY) has received a non-binding acquisition proposal from Bain Capital Private Equity to purchase all outstanding shares not already owned by Bain Capital for $25.75 per share in cash. Bain Capital and its affiliates currently own approximately 39% of the Company's outstanding common stock.

A Special Committee of independent directors will evaluate the proposal with independent financial and legal advisors. The proposed transaction would require approval from both a majority of non-Bain Capital shareholders and a Special Committee of independent directors.

The company emphasizes that no decisions have been made regarding the proposal, and there is no guarantee that a definitive offer will be made or that any transaction will be completed.

Positive

• Potential acquisition offer at $25.75 per share in cash
• Special Committee of independent directors to evaluate proposal
• Non-waivable condition requiring majority approval from non-Bain Capital shareholders

Negative

• Proposal is non-binding with no guarantee of completion
• Significant ownership concentration with Bain Capital already holding 39% of shares

News Market Reaction – SGRY

+21.18%

1 alert

+21.18% News Effect

On the day this news was published, SGRY gained 21.18%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

BRENTWOOD, Tenn., Jan. 28, 2025 (GLOBE NEWSWIRE) -- Surgery Partners, Inc. (NASDAQ: SGRY) (“Surgery Partners” or the “Company”), a leading short-stay surgical facility owner and operator, today announced that its Board of Directors (the “Board”) received a non-binding proposal, dated January 27, 2025, from Bain Capital Private Equity, LP (“Bain Capital”) to acquire all of the outstanding shares of Surgery Partners not already owned by Bain Capital for a cash consideration of $25.75 per share (the “Bain Capital Proposal”). Bain Capital and its affiliates own approximately 39% of the Company’s outstanding common stock, based on the Schedule 13D/A filing dated January 28, 2025.

A Special Committee of independent directors of the Board is expected to consider the Bain Capital Proposal with the assistance of independent financial and legal advisors.

The Bain Capital Proposal indicates that any potential transaction would be subject to a non-waivable condition requiring the approval of the holders of a majority of the shares of Common Stock that are not owned by Bain Capital and its affiliates, and the approval of a fully empowered Special Committee comprised solely of independent and disinterested directors.

The Company cautions its shareholders and others considering trading in its securities that no decisions have been made with respect to the Company's response to the proposal. The Bain Capital Proposal is non-binding and there can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required by applicable law.

About Surgery Partners

Headquartered in Brentwood, Tennessee, Surgery Partners is a leading healthcare services company with a differentiated outpatient delivery model focused on providing high-quality, cost-effective solutions for surgical and related ancillary care in support of both patients and physicians. Founded in 2004, Surgery Partners is one of the largest and fastest growing surgical services businesses in the country, with more than 200 locations in 33 states, including ambulatory surgery centers, surgical hospitals, multi-specialty physician practices and urgent care facilities. For additional information, visit www.surgerypartners.com.

Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, expectations regarding the proposed transaction and the formation of a Special Committee. You are cautioned not to rely on any forward-looking statements and reminded that the Bain Capital Proposal is non-binding and there can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Contacts

Investors
Surgery Partners Investor Relations
(615) 234-8940
IR@surgerypartners.com

Media
Matt Sherman / Jed Repko / Ed Trissel
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
SGRY-Media@joelefrank.com

FAQ

What is the per-share price offered in Bain Capital's proposal to acquire SGRY?

Bain Capital has offered $25.75 per share in cash for the outstanding shares of Surgery Partners not already owned by Bain Capital.

What percentage of Surgery Partners (SGRY) does Bain Capital currently own?

According to the Schedule 13D/A filing dated January 28, 2025, Bain Capital and its affiliates own approximately 39% of Surgery Partners' outstanding common stock.

What conditions must be met for the SGRY acquisition to be approved?

The acquisition requires approval from both a majority of non-Bain Capital shareholders and a Special Committee of independent and disinterested directors.

When did Surgery Partners (SGRY) receive the acquisition proposal from Bain Capital?

Surgery Partners received the non-binding proposal from Bain Capital on January 27, 2025.

Is Bain Capital's proposal to acquire SGRY a binding offer?

No, the proposal is non-binding, and there is no guarantee that a definitive offer will be made or that any transaction will be completed.