8-K: Surmodics Completes Merger, Goes Private at $43/Share

Surmodics, Inc. has completed its merger with BCE Parent, LLC, becoming a private entity with shareholders receiving $43.00 per share in cash.

Summary

• Surmodics, Inc. completed its merger with BCE Merger Sub, Inc., a wholly-owned subsidiary of BCE Parent, LLC, on November 19, 2025.
• At the effective time of the merger, each outstanding share of Surmodics common stock was converted into the right to receive $43.00 in cash, without interest.
• Equity awards, including restricted stock units, deferred stock units, restricted shares, and in-the-money stock options, were cancelled in exchange for cash based on the $43.00 merger consideration, net of any taxes.
• The company repaid all indebtedness under its Credit, Security and Guaranty Agreement dated October 14, 2022, and terminated the agreement.
• The 5-year interest rate swap transaction with Wells Fargo Bank, N.A. for $25.0 million notional value was also terminated.
• Surmodics notified Nasdaq of the merger completion and requested delisting of its common stock and deregistration under Section 12(b) of the Exchange Act.
• The company intends to file Form 15 with the SEC to deregister under Section 12(g) and suspend its reporting obligations.
• A change in control occurred, with Surmodics becoming a wholly-owned subsidiary of BCE Parent, LLC.
• The merger consideration was funded through equity financing from funds affiliated with GTCR LLC and debt financing from various lenders including Oak Hill Advisors, L.P., Bank of Montreal, and Antares Capital LP.
• The Board of Directors was reconstituted, with Jos H. Bedoya, David R. Dantzker, Lisa Wipperman Heine, Susan E. Knight, and Gary R. Maharaj ceasing to be directors, and Robert B. Hance and Scott DAmour becoming the new directors.
• Key officers Gary R. Maharaj, Timothy J. Arens, Charles W. Olson, Teryl L.W. Sides, Joseph J. Stich, and Gordon S. Weber ceased their roles, while Robert B. Hance (President, CEO, Assistant Secretary), Scott DAmour (CFO, VP, Treasurer, Secretary), and Charles W. Olson (Vice President) were appointed.
• The Articles of Incorporation were amended and restated, and the bylaws of Merger Sub became the bylaws of Surmodics, Inc., effective as of the merger.

Sentiment

Score: 7

Explanation: The sentiment is positive for existing shareholders who received a cash premium for their shares, representing a definitive exit. For the company, it marks a transition to private ownership, which can be seen as a strategic move for long-term development away from public market scrutiny. The completion of a major transaction as planned is generally a positive event.

Positives

• Shareholders received a cash payout of $43.00 per share, providing immediate liquidity and a definitive return on investment.
• Equity award holders received cash compensation for their restricted stock units, deferred stock units, restricted shares, and in-the-money stock options.
• The company's existing Credit Agreement and interest rate swap were fully repaid and terminated, simplifying its debt structure under new ownership.

Negatives

• Surmodics, Inc. common stock will be delisted from Nasdaq and deregistered with the SEC, meaning it will no longer be publicly traded.
• Public shareholders will no longer have an ownership stake in the company's future growth or participate in any potential upside beyond the merger consideration.

Future Outlook

Surmodics, Inc. has transitioned to a privately held company, becoming a wholly-owned subsidiary of BCE Parent, LLC. As a result, its common stock will be delisted from Nasdaq, and the company will cease to be subject to SEC public reporting requirements. The future outlook will be determined by its new private ownership and strategic direction.

Industry Context

This merger reflects a broader trend of private equity firms acquiring publicly traded companies, particularly in specialized sectors like medical devices. Such acquisitions often aim to unlock value through strategic restructuring, operational efficiencies, or long-term investments away from public market pressures. The involvement of multiple debt and equity financing partners highlights the significant capital deployed in such transactions within the healthcare and life sciences industry.

Comparison to Industry Standards

• The filing details the completion of a merger and does not provide operational or financial performance results that can be directly assessed against global industry benchmarks or specific comparable companies/projects. The $43.00 per share merger consideration represents the agreed-upon valuation for the acquisition, which would typically reflect market premiums for similar transactions in the medical device sector, though specific comparative data is not provided in this filing.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Received $43.00 per share in cash, realizing a return on their investment and ending their ownership in the public entity.
• Employees: Significant changes in the Board of Directors and executive officers, indicating a new leadership structure under private ownership.
• Creditors: The Credit Agreement was fully repaid and terminated, impacting previous lenders and potentially establishing new debt relationships under the new ownership structure.
• Customers and Suppliers: No direct impact mentioned in the filing, but a change in ownership and management could lead to strategic shifts over time.

Next Steps

• Nasdaq will file a Form 25 with the SEC to delist Surmodics Common Stock and deregister it under Section 12(b) of the Exchange Act.
• Surmodics intends to file a Form 15 with the SEC to deregister its common stock under Section 12(g) and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Key Dates

Keywords

Merger, Acquisition, Going Private, Delisting, Deregistration, Change of Control, Cash Payout, Equity Financing, Debt Financing, Corporate Governance, Management Changes, Medical Devices