On June 18, 2025, a special committee of Surgery Partners’ independent directors turned down Bain Capital’s $25.75-a-share offer and said staying public was the better course. The stock fell 13% that morning, to $20.10.
On Sunday, the Financial Times reported that Bon Secours Mercy Health is in late-stage talks to buy a majority stake at about $20 a share. Bloomberg relayed the report, and Reuters added that neither company immediately commented. Nothing is announced, so treat every number below as reported.
Our read: the board refused $25.75 and is now reportedly near a deal for less. If the committee takes $20, it is conceding that its 2025 case did not hold, and shareholders should ask it to say what changed.
The Two Offers, Side by Side
| Bain Capital, January 2025 | Bon Secours, reported October 2026 | |
|---|---|---|
| Price per share | $25.75 | About $20 |
| Value of the equity | $3.2 billion | About $2.5 billion (our subtraction) |
| Bain’s stake | 38.97% | Keeps nearly 40% |
| Outcome | Rejected June 18, 2025 | Not announced |
The $3.2 billion comes from Becker’s reporting on the Bain bid. The $2.5 billion is ours: Bloomberg says the deal values the company at roughly $6 billion including $3.5 billion of debt, and $6.0 billion minus $3.5 billion leaves $2.5 billion. A second route agrees. Scale $3.2 billion by $20 over $25.75 and you get $2.49 billion.
The gap is $5.75 a share, or 22.3%. Against the $15.90 close Reuters cites, $20 is a 25.8% premium, which is how a deal below the rejected bid still lifts the stock.
Why the $6 Billion Headline Flatters the Price
Debt is $3.5 billion of the $6 billion, or 58%. The part shareholders own, the equity, is about $2.5 billion.
Put the whole $6 billion against the company’s own 2026 guidance of at least $530 million in Adjusted EBITDA and the multiple is about 11.3 times. That guidance excludes the pending sale of two Idaho hospitals to Intermountain Health, so the earnings base shrinks if that closes.
The Standalone Case Has Not Shown Up in the Numbers
The 2025 refusal rested on the company’s prospects as a public business. The second-quarter release shows where those stand.
Adjusted EBITDA was $125.2 million in the quarter, down from $129.0 million a year earlier. For the first half it was $227.5 million, against $232.9 million. Net debt stood at about 4.4 times EBITDA under its credit agreement.
Now the arithmetic on the guidance. Reaching $530 million means earning $302.5 million in the second half, or about $151 million a quarter. The best quarter this year was $125.2 million, so the back half has to run roughly 21% above it. Management reaffirmed the target in August. Our count says the company has to beat its own run rate by a fifth to deliver it.
What Settles It
A buyer that is a not-for-profit health system, per Reuters, is paying about 11 times EBITDA for a business whose EBITDA has not grown this year. The reports we could read do not say how the majority would be assembled or whether Bain, which keeps its stake, is a seller of anything.
Three things will answer that. The first is a formal announcement and its terms. The second is the committee’s explanation of why $20 now beats $25.75 then. The third is the quarterly report, where Surgery Partners has to show earnings moving toward $151 million a quarter. Without that, the market will read $20 as what the standalone plan was worth all along.