Legal & Disputes
Ademi LLP Investigates Whether $5.7 Billion Surgery Partners Buyout Fairly Values Shareholders
By News Desk ·
Key takeaways
- Ademi LLP is investigating the proposed all-cash acquisition of Surgery Partners by HealthSpan, valued at approximately $5.7 billion in enterprise value.
- Surgery Partners shareholders would receive $23.50 per share under the proposed transaction.
- Ademi LLP is examining the exchange ratio, change-of-control benefits for insiders, and a termination penalty that may discourage competing offers.
Ademi LLP is investigating whether the proposed all-cash acquisition of Surgery Partners (NYSE: SGRY) by HealthSpan provides fair value to public shareholders, the firm said in a PR Newswire announcement on October 26, 2026. Shareholders would receive $23.50 per share in a transaction valued at approximately $5.7 billion in enterprise value.
Ademi's Investigation Into the HealthSpan Deal
Ademi LLP is examining the exchange ratio and whether it adequately reflects Surgery Partners' value and future prospects, according to the announcement. The firm is also investigating substantial change-of-control benefits available to Surgery Partners insiders in connection with the transaction.
Restrictions on competing transactions, including a significant termination penalty that may discourage another potential buyer from making a superior proposal, are also under review. Ademi LLP is additionally examining the conduct of Surgery Partners' Board of Directors in negotiating and approving the transaction and whether the Board fulfilled its duties to public shareholders.
Guri Ademi, an attorney at the firm, said: "If you own Surgery Partners shares, Ademi LLP would like to hear from you about the proposed acquisition and your rights as a shareholder."
Surgery Partners is a Nashville healthcare company going private in the all-cash transaction, which is expected to close next year, according to American City Business Journals. The deal would create one of the country's largest outpatient surgical care platforms.
Ademi's M&A Investigation Practice
Ademi LLP is a contingency-fee plaintiff-side law firm founded in 2006 in Cudahy, Wisconsin, representing individual investors and consumers in securities fraud, buyout, antitrust, and consumer fraud litigation across the United States, according to akta.pro company records. The firm has helped hundreds of individuals and small businesses in consumer fraud, antitrust, and securities litigation cases.
In 2026, the firm opened active investigations into multiple transactions valued at $10 billion or more, including Crinetics/Vertex, Nuvalent/GSK, and Bio-Techne/Merck, as well as deals valued at $6 billion or more including Roku/Fox and Payoneer/Nuvei, the same records show.
Ademi's Recent Buyout Probes
On October 16, 2026, Ademi LLP said it was investigating the proposed all-cash acquisition of CCC Intelligent Solutions Holdings by a GTCR and Elliott-led consortium, valued at about $6.1 billion with a $7.75-per-share exchange ratio, according to PR Newswire.
On October 8, 2026, the firm said it was investigating whether Viatris' proposed acquisition of Pacira Biosciences provides fair value to public shareholders, citing a $36.50 per share cash offer and $1.65 billion equity value, PR Newswire reported.
On October 5, 2026, Ademi LLP said it was investigating the proposed acquisition of RXO by C.H. Robinson, which offers $17.25 cash and 0.0856 shares of C.H. Robinson per RXO share, implying total consideration of $30.25 per share, according to PR Newswire.
What Comes Next for the Surgery Partners Deal
The transaction remains subject to stockholder approval and regulatory clearance, according to TradingView. Four BCPE Seminole investment entities agreed to vote for the deal and roll over shares in exchange for equity interests.