Spire Healthcare Agrees $1.4 Billion Takeover by Ares, Toscafund and Three Hills

Spire Healthcare Group has agreed to a £1.03 billion ($1.4 billion) take-private by a consortium including Toscafund Asset Management, Three Hills and Ares Management, ending an eight-month strategic review and handing private capital control of one of the UK’s largest independent hospital networks.

Tulip UK Bidco will pay 250 pence in cash for each Spire share under the recommended transaction announced Sept. 5. The offer values Spire’s fully diluted equity at approximately £1.0265 billion and implies an enterprise value of £2.31 billion after borrowings, cash and lease liabilities are included. The transaction is expected to become effective in the fourth quarter of 2026 or first quarter of 2027, subject to shareholder, court and regulatory approvals.

The deal gives the consortium control of 38 hospitals and more than 55 clinics across England, Wales and Scotland, while highlighting the attraction of healthcare businesses combining operating cash flows with substantial underlying real estate. Spire treated more than 1.36 million patients and workplace health clients in 2025.

250p offer carries a 66% premium

The 250-pence cash price represents a 66.2% premium to Spire’s closing price of 150.4 pence on May 13, the last business day before the company disclosed Toscafund’s possible offer. It is also 47.2% above Spire’s three-month volume-weighted average price through that date and 40.3% above the six-month average.

The offer implies an enterprise-value multiple of approximately 8.6 times Spire’s £268.6 million of adjusted EBITDA for 2025. Adjusting EBITDA for £42 million of maintenance capital expenditure raises the implied multiple to about 10.2 times.

The recommended Spire Healthcare acquisition terms also provide eligible shareholders with an alternative to cash through rollover securities, allowing investors to retain exposure to the privately owned business. Spire’s directors, however, are not making a recommendation on that alternative and intend to take cash for their own holdings.

Toscafund was already Spire’s second-largest shareholder before the transaction, giving the consortium an existing position from which to pursue the take-private.

£1.45 billion property portfolio adds another layer to deal

Spire’s real estate is particularly significant to the transaction economics. Knight Frank valued 19 freehold properties in Spire’s portfolio at an aggregate £1.455 billion as of March 1, according to the Rule 29 valuation included with the takeover documentation. The valuer subsequently confirmed that an updated valuation at the time of the deal announcement would not be materially different.

That property value is greater than the approximately £1.03 billion equity value being offered for the company, although the comparison does not account for Spire’s borrowings, lease liabilities, operating obligations or taxes that could arise from asset disposals.

The distinction is important because Bidco has already identified the property portfolio as a potential source of capital after completion.

The consortium intends for some Spire properties to form part of a sale package under long-term leases, meaning the healthcare group would continue occupying and operating the facilities after selling the underlying real estate. The buyers have not yet determined which properties would be included.

A sale-and-leaseback structure could release capital tied up in hospital real estate while leaving Spire’s clinical operations in place. It would also convert ownership of those properties into long-term rental obligations, making lease terms and asset selection important to the economics of the post-deal company.

Strategic review contacted more than 60 buyers

The sale follows one of the more extensive recent strategic reviews involving a London-listed healthcare company.

Rothschild & Co, Spire’s lead financial adviser, contacted more than 60 potential strategic and financial buyers over approximately eight months. Tulip UK Bidco was the only party to submit a formal proposal at a level the board considered attractive enough for further engagement.

Bridgepoint and Triton had previously been among potential bidders, but discussions with both firms ended in March.

The board ultimately concluded that the consortium’s cash offer provided greater certainty than remaining publicly listed, citing macroeconomic volatility, cost pressures and uncertainty over whether Spire could achieve a sustained share-price re-rating as a standalone company.

The transaction adds to the flow of sizable private-capital take-privates globally. PE NEWSWIRE recently covered the A$7.7 billion KKR-backed acquisition of Steadfast Group, another transaction where a consortium used a substantial premium to secure board support for taking a listed company private.

Ares adds equity exposure after financing large buyouts

Ares’ participation is also notable because the alternative asset manager has been active across both the equity and financing sides of large acquisitions.

Private credit has increasingly provided acquisition financing for private equity sponsors, particularly where borrowers want certainty of execution and lenders can hold large debt packages. PE NEWSWIRE previously reported on Ares Credit’s role in a $1.7 billion financing for KSL Capital’s Invited Clubs acquisition.

Spire differs because Ares is part of the acquiring consortium rather than simply financing an outside sponsor.

The transaction also gives the investors exposure to a UK healthcare system where independent providers serve both private patients and the National Health Service. Spire said it was the UK’s leading private provider by volume of knee and hip procedures at the end of 2025 and also operates private GP, occupational health and mental-health services.

That diversified payer mix creates exposure to both consumer healthcare spending and government-funded activity.

Management changes accompany the take-private

The ownership transition is already producing leadership changes.

Chief Executive Justin Ash stepped down when the transaction was announced and will remain available to assist with the acquisition. Spire appointed nonexecutive director Sir David Sloman as interim CEO.

Chair Sir Ian Cheshire is also leaving, with Debbie White taking the chair on an interim basis.

Neither Sloman nor White is expected to remain in those roles after completion. Bidco plans to appoint a new CEO and chair to lead Spire under private ownership.

The consortium intends to continue Spire’s existing transformation programs through 2027 and said the acquisition itself is not expected to result in a material change to overall employee numbers or working conditions.

There could nevertheless be portfolio changes. Bidco plans to review Spire’s primary-care businesses and said the process could lead to one or more divestments. Spire is otherwise expected to continue as a standalone healthcare business.

Deal joins accelerating London take-private pipeline

Spire’s departure would remove another established company from London’s public markets amid sustained private-capital interest in UK-listed businesses.

For the buyers, the transaction combines several characteristics sought by private-market investors: a national healthcare platform, established operating cash flows, substantial freehold property assets and opportunities to restructure the balance between operating businesses and owned real estate.

The official Spire Healthcare transaction documentation shows that the £2.31 billion enterprise value includes £367.1 million of reported borrowings and £948.7 million of lease liabilities, offset by £34.7 million of cash.

The structure means the headline £1.03 billion purchase price captures only part of the consortium’s economic exposure to the business. Investors are effectively acquiring a leveraged healthcare operating platform with a separately valuable property portfolio and significant long-term lease obligations.

That makes the post-acquisition strategy particularly important. The planned review of primary care, potential property sale-and-leasebacks and new leadership appointments indicate that the consortium is not simply replacing public shareholders with private owners.

If the scheme clears its remaining approvals, Spire will enter private ownership with its hospital network largely intact but with considerably greater flexibility to reshape its capital structure and asset base away from the quarterly scrutiny of public markets.