Outpatient surgery operator Surgery Partners (SGRY) is having a very good Monday. The stock skyrocketed after the company agreed to a $5.7 billion acquisition by HealthSpan Partners, a deal that takes the Nasdaq-listed company private.

Public shareholders, excluding Bain Capital affiliates, will receive $23.50 per share in cash. That is the headline number, and it is the one most investors will focus on.

The $23.50-Per-Share Deal

Bain Capital owns about 39% of Surgery Partners, and it is not cashing out. Instead, the private equity firm will roll its stake into the acquiring entity and remain a significant investor after the transaction closes. So this is less a full exit for Bain and more a change of address.

The companies expect to complete the deal in the first quarter of 2027, subject to shareholder and regulatory approvals and other customary closing conditions.

Approval is a two-step process. The merger needs a majority of outstanding shares entitled to vote, plus a majority of votes cast by disinterested shareholders. That second hurdle matters because Bain is on both sides of the table, so to speak.

HealthSpan Partners plans to finance the acquisition with cash on hand and new debt. It has secured financing commitments, and the merger is not subject to a financing condition. In plain English: the money is lined up, and the deal does not hinge on HealthSpan finding it later.

The agreement also includes a $108.99 million termination fee under specified circumstances and an outside closing date of July 23, 2027, subject to certain extensions. That gives the parties a long runway if regulators or shareholders take their time.

Surgery Partners Goes Private

After closing, Surgery Partners will keep its name, brand and headquarters. Its shares will stop trading on Nasdaq, and the company will become privately held.

The combination will create one of the country's largest outpatient surgical care platforms. Surgery Partners brings more than 200 locations across 30 states and approximately 5,000 affiliated physicians. Its network includes ambulatory surgery centers, surgical hospitals and physician partnerships across orthopedics and spinal care, cardiology, gastroenterology and ophthalmology.

Board Backs the Transaction

A special committee composed entirely of independent and disinterested Surgery Partners directors led the negotiations. The Surgery Partners board approved the transaction following the committee's unanimous recommendation.

CEO Eric Evans framed the deal as the right next step for the company.

"Joining HealthSpan Partners represents an exciting next chapter for Surgery Partners," Evans said. "We believe this transaction represents the best path forward for Surgery Partners, delivering an attractive all-cash premium to our shareholders while creating lasting benefits for our patients, physicians and other stakeholders."

SGRY Stock Price Activity: Surgery Partners shares were up 46.32% to $23.05 at the time of publication on Monday, according to market data.