UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Surgical Care Affiliates, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Titles of Class of Securities)
86881L106
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 86881L106 | 13G | Page 2 of 9 | |||
| 1 |
NAME OF REPORTING PERSON
TPG Group Holdings (SBS) Advisors, Inc. | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
|
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER - 0 - | |||
| 6 | SHARED VOTING POWER 12,156,480 | ||||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | ||||
| 8 | SHARED DISPOSITIVE POWER 12,156,480 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 30.7% (1) | ||||
| 12 |
TYPE OF REPORTING PERSON
| ||||
(1) Based on a total of 39,581,549 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 31, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 4, 2015.
| CUSIP No. 86881L106 | 13G | Page 3 of 9 | |||
| 1 |
NAME OF REPORTING PERSON
David Bonderman | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
|
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER - 0 - | |||
| 6 | SHARED VOTING POWER 12,156,480 | ||||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | ||||
| 8 | SHARED DISPOSITIVE POWER 12,156,480 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 30.7% (2) | ||||
| 12 |
TYPE OF REPORTING PERSON
| ||||
(2) Based on a total of 39,581,549 shares of Common Stock of the Issuer outstanding as of October 31, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 4, 2015.
| CUSIP No. 86881L106 | 13G | Page 4 of 9 | |||
| 1 |
NAME OF REPORTING PERSON
James G. Coulter | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
|
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER - 0 - | |||
| 6 | SHARED VOTING POWER 12,156,480 | ||||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | ||||
| 8 | SHARED DISPOSITIVE POWER 12,156,480 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 30.7% (3) | ||||
| 12 |
TYPE OF REPORTING PERSON
| ||||
(3) Based on a total of 39,581,549 shares of Common Stock of the Issuer outstanding as of October 31, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 4, 2015.
Item 1(a). Name of Issuer:
Surgical Care Affiliates, Inc. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
520 Lake Cook Road, Suite 250
Deerfield, IL 60015
Item 2(a). Name of Person Filing:
This Amendment No. 1 to Schedule 13G (as amended, the “Schedule 13G”) is being filed jointly by TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), David Bonderman and James G. Coulter (each a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of TPG GenPar V Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG GenPar V, L.P., a Delaware limited partnership, which is the general partner of each of (i) TPG Partners V, L.P., a Delaware limited partnership (“TPG Partners V”), which directly holds 12,099,306 shares of Common Stock of the Issuer (the “Partners V Shares”), (ii) TPG FOF V-A, L.P., a Delaware limited partnership (“FOF V-A”), which directly holds 31,652 shares of Common Stock of the Issuer (the “FOF V-A Shares”), and (iii) TPG FOF V-B, L.P., a Delaware limited partnership (“FOF V-B” and, together with TPG Partners V and FOF V-A, the “TPG Funds”), which directly holds 25,522 shares of Common Stock of the Issuer (the “FOF V-B Shares” and, together with the Partners V Shares and the FOF V-A Shares, the “Shares”). Because of Group Advisors’ relationship to the TPG Funds, Group Advisors may be deemed to beneficially own the Shares.
David Bonderman and James G. Coulter are officers and sole shareholders of Group Advisors, and therefore may be deemed to beneficially own the Shares. Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is as follows:
c/o TPG Global, LLC
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102
Item 2(c). Citizenship:
See responses to Item 4 on each cover page.
Item 2(d). Titles of Classes of Securities:
Common Stock, $0.01 par value (“Common Stock”)
| Page 5 of 9 |
Item 2(e). CUSIP Number:
86881L106
| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ¨ | Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | ¨ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | ¨ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | ¨ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | ¨ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
| (j) | ¨ | Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). | |
| (k) | ¨ | Group in accordance with §240.13d-1(b)(1)(ii)(K). | |
| If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ . | |||
| Page 6 of 9 |
Item
4. Ownership See responses to Item 9 on each cover page. See responses to Item 11 on each cover page. See
responses to Item 5 on each cover page. See responses to Item 6 on each cover page. See responses to Item 7 on each cover page. See responses to Item 8 on each cover page.
(a) Amount beneficially owned:
(b) Percent of class:
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
See response to Item 2(a) above.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
| Page 7 of 9 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2016
|
TPG Group Holdings (SBS) Advisors, Inc.
By: /s/ Clive Bode | ||
| Name: | Clive Bode | |
| Title: | Vice President | |
| David Bonderman | ||
|
By: /s/ Clive Bode | ||
| Name: | Clive Bode, on behalf of David Bonderman (4) | |
| James G. Coulter | ||
|
By: /s/ Clive Bode | ||
| Name: | Clive Bode, on behalf of James G. Coulter (5) | |
_______________
(4) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).
(5) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).
| Page 8 of 9 |
Exhibit Index
| Exhibit 1 | Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.* |
_______________
* Incorporated herein by reference to the Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011.
| Page 9 of 9 |