0000903423-13-000600.txt : 20131106 0000903423-13-000600.hdr.sgml : 20131106 20131106190413 ACCESSION NUMBER: 0000903423-13-000600 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131104 FILED AS OF DATE: 20131106 DATE AS OF CHANGE: 20131106 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Surgical Care Affiliates, Inc. CENTRAL INDEX KEY: 0001411574 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD STREET 2: SUITE 250 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 847-236-0921 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD STREET 2: SUITE 250 CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: ASC Acquisition LLC DATE OF NAME CHANGE: 20070905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36154 FILM NUMBER: 131197898 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36154 FILM NUMBER: 131197899 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36154 FILM NUMBER: 131197900 BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 4 1 sca.xml OWNERSHIP DOCUMENT X0306 4 2013-11-04 0 0001411574 Surgical Care Affiliates, Inc. SCAI 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Common Stock 2013-11-04 4 S 0 3007095 22.50 D 23940916 I See Explanation of Responses The price represents the public offering price of $24.00 per share of Common Stock (each, a "Share") of Surgical Care Affiliates, Inc. (the "Issuer") less the underwriters' discount of $1.50 per Share. David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG GenPar V Advisors, LLC, which is the general partner of TPG GenPar V, L.P., which is the general partner of each of (i) TPG Partners V, L.P. ("TPG Partners V"), which directly holds 23,828,317 Shares, (ii) TPG FOF V-A, L.P. ("FOF V-A"), which directly holds 62,335 Shares, and (iii) TPG FOF V-B, L.P. ("FOF V-B" and, together with TPG Partners V and FOF V-A, the "TPG Funds"), which directly holds 50,264 Shares. Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such TPG Fund's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (6) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. /s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (5) 2013-11-06 /s/ Ronald Cami, on behalf of David Bonderman (5) (6) 2013-11-06 /s/ Ronald Cami, on behalf of James G. Coulter (5) (6) 2013-11-06