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

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

Tenn., January 28, 2025 - 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.

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.

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.

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

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.

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.

Partners Investor Relations

Sherman / Jed Repko / Ed Trissel

Frank, Wilkinson Brimmer Katcher