---
title: "Toscafund, Three Hills, Ares consortium agrees $1.4bn buyout of Spire Healthcare"
url: https://burnaze.com/article/a6b971a9-7060-4bca-8a61-c7e340f3af4a
source: "PE Hub"
original_url: https://www.pehub.com/toscafund-three-hills-ares-consortium-agrees-1-4bn-buyout-of-spire-healthcare/
category: "Finance"
topics: ["Finance & M&A"]
published: 2026-09-08T08:25:57.000Z
modified: 2026-09-08T08:30:30.579Z
image: https://media.pehub.com/uploads/2022/06/PEHub_Logo3.jpg
---

# Toscafund, Three Hills, Ares consortium agrees $1.4bn buyout of Spire Healthcare

**TL;DR:** A consortium of investment firms including Toscafund Asset Management, THCP Advisory (Three Hills), and Ares Management has agreed to a $1.4 billion buyout of Spire Healthcare Group. Spire shareholders will receive 250 pence in cash for each share, representing a 66.2 percent premium to the company's closing share price on 13 May 2026.

*originally published in PE Hub on 2026-09-08. [Read the original](https://www.pehub.com/toscafund-three-hills-ares-consortium-agrees-1-4bn-buyout-of-spire-healthcare/).*

## Key facts

- Toscafund consortium to buy Spire Healthcare for $1.4bn
- Spire shareholders to receive 250p per share
- Spire operates 38 hospitals and 55 clinics

## Story

Toscafund Asset Management, THCP Advisory (Three Hills) and Ares Management have agreed to take Spire Healthcare Group private in a recommended cash acquisition. This deal values the London-listed hospital operator’s equity at approximately £1.0 billion ($1.4 billion; €1.2 billion) on a fully diluted basis, implying an enterprise value of approximately £2.3 billion ($3.1 billion; €2.7 billion).

Under the terms of the deal, Spire shareholders will receive 250 pence ($3.38; €2.91) in cash for each share. This represents a premium of 66.2 percent to Spire’s closing share price of 150.4 pence on 13 May 2026, which was the last trading day before the companies confirmed takeover talks. It also offers a 20.2 percent premium to its share price on 17 September 2025, before the formal offer period began.

The offer implies an enterprise value multiple of approximately 8.6x Spire’s adjusted EBITDA for 2025. The acquisition will be carried out through Tulip UK Bidco, a newly formed vehicle indirectly owned by the consortium, and will be implemented via a UK court-sanctioned scheme of arrangement.

## Deal terms and financing

Eligible shareholders have the option to roll some or all of their holdings into loan notes. These notes are exchangeable for unlisted B shares in the deal’s holding company, capped at about 28 million Spire shares, which is equivalent to roughly 8.5 percent of scheme shares.

Toscafund has been a Spire shareholder since 2021 and is a part of the consortium behind Tulip UK Bidco. Spire’s board launched a formal strategic review in September 2025, which included the possibility of a sale. Following this, Rothschild & Co, acting as lead financial adviser, contacted more than 60 potential buyers over approximately eight months.

Bidco was the only party to submit a formal proposal at a level the board considered worth pursuing, following an initial approach from the consortium in March 2026. Three shareholders, holding about 42.2 percent of scheme shares in addition to Toscafund, have given irrevocable undertakings to vote in favor of the deal at the upcoming court and general meetings.

## Spire healthcare operations

Spire operates 38 hospitals and more than 55 clinics across England, Wales, and Scotland, working with over 8,800 consultants. In 2025, the group treated 1.36 million inpatients, outpatients, day case patients, and workplace health clients. A significant 98 percent of its inspected locations were rated “good” or “outstanding” by health regulators.

The company's adjusted free cash flow grew at a compound annual rate of 32 percent between 2022 and 2025. Over the same period, return on capital employed rose from 6.2 percent to 8.0 percent. Spire’s financial advisers for the deal were Berenberg, Perella Weinberg, JP Morgan Cazenove, and Rothschild & Co, while Darblay Capital advised Bidco.

## Entities

- private equity (topic)
- Finance (sector)
- PE Hub (publication)
- Ares Management (investor)
- Toscafund Asset Management (investor)
- THCP Advisory (Three Hills) (investor)
- Spire Healthcare Group (company)
- Tulip UK Bidco (company)
- Rothschild & Co (company)
- Berenberg (company)
- Perella Weinberg (company)
- JP Morgan Cazenove (company)

---
Originally reported by PE Hub (https://www.pehub.com/toscafund-three-hills-ares-consortium-agrees-1-4bn-buyout-of-spire-healthcare/). Summarized by Burnaze (https://burnaze.com/article/a6b971a9-7060-4bca-8a61-c7e340f3af4a).