The settlement resolves a suit filed after Surgery Partners acquired National Surgical Healthcare allegedly using arrangements that led to an unfair price for public stockholders.
The deal involved three transactions:
1. HIG sold all its shares in Surgery Partners to Bain for $502.7 million.
2. Surgery Partners sold new preferred shares to Bain for $310 million.
3. Surgery Partners bought the ASC from Irving Place Capital for $760 million.
According to the original suit filed by Surgery Partners shareholder Melvyn Klein in December 2017, Bain increased the price it would pay for the common stock to receive a more favorable transaction.
In 2018, the Delaware Chancery Court threw out a direct claims suit against the three parties for breach of fiduciary duty, but it upheld derivative claims for breach of fiduciary duty against HIG and aiding and abetting claims against Bain.
Under the proposed settlement, Bain will pay $12.5 million and HIG will pay $32.5 million.
At the Becker’s 32nd Annual Meeting: The Business and Operations of ASCs, taking place October 29-31 in Chicago, ASC leaders, surgeons and healthcare executives will explore strategies to drive growth, enhance operational performance, navigate reimbursement challenges and prepare for the future of ambulatory surgery. Apply for complimentary registration now.