DEERFIELD, Ill., March 23, 2015 (GLOBE NEWSWIRE) -- Surgical Care Affiliates, Inc. (Nasdaq:SCAI) ("SCA") announced today the launch of an underwritten public offering of 7,000,000 shares of its common stock by certain existing stockholders of SCA (the "Selling Stockholders"), including certain affiliates of TPG Global, LLC and certain directors and officers of SCA. In addition, certain of the Selling Stockholders are expected to grant to the underwriters of this secondary offering an option to purchase up to an additional 1,050,000 shares of common stock at the public offering price, less the underwriting discount. SCA is not offering any stock in this offering and will not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders.
Goldman, Sachs & Co., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as joint book-running managers and as representatives of the underwriters for the offering. In addition, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and SunTrust Robinson Humphrey, Inc. are acting as joint book-running managers for the offering. BMO Capital Markets Corp., TPG Capital BD, LLC and Morgan Stanley & Co. LLC are acting as co-managers for the offering.
SCA expects that as a result of the consummation of the offering, certain affiliates of TPG Global, LLC will own less than 50% of the total number of outstanding shares of common stock of SCA, and SCA will cease to be a "controlled company" under NASDAQ listing rules.
A registration statement relating to the shares of common stock being offered by the Selling Stockholders has been filed with the U.S. Securities and Exchange Commission (the "SEC"), but has not yet become effective. The Selling Stockholders' shares may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.
The offering of the shares of common stock will be made only by means of a final prospectus, which will be filed with the SEC and copies of which may be obtained, when available, from Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: (212) 902-1171, facsimile: (212) 902-9316, e-mail: firstname.lastname@example.org; from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: (800) 831-9146); or from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204. The registration statement is available on the SEC's website at www.sec.gov under the registrant's name.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Cautionary Information Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the use of words such as "believes," "anticipates," "expects," "continues," "will," "may," "should," "estimates," "intends," "plans" and similar expressions, including all discussions of the contemplated secondary public offering. Such forward-looking statements are subject to various risks and uncertainties, including (a) any decision by the Selling Stockholders or the underwriters not to proceed with the proposed secondary offering, (b) market conditions making the secondary offering unattractive to potential purchasers of the offered shares of common stock and (c) those risks and uncertainties described under the heading "Risk Factors" in SCA's Annual Report on Form 10-K for the year ended December 31, 2014 and described in any subsequent reports SCA has filed with the SEC, which are accessible on the SEC's website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in SCA's filings with the SEC. You should not rely upon forward-looking statements as predictions of future events. SCA undertakes no obligation to update any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. In that respect, SCA cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.
About Surgical Care Affiliates
SCA partners with physicians, health systems and payers to develop and implement surgery strategies across the country. As of December 31, 2014, SCA operated 186 surgical facilities - including ambulatory surgery centers, surgical hospitals and one sleep center - in partnership with approximately 2,000 physicians and in affiliation with 42 health systems across the country. SCA's clinical systems, service line growth strategies, benchmarking processes and efficiency programs create measurable advantage for surgical facilities - clinically, operationally and financially.
CONTACT: Pete Clemens Executive Vice President & CFO Surgical Care Affiliates, Inc. (205) 307-5250 email@example.com Leslie Wachsman Vice President, Finance Surgical Care Affiliates, Inc. (847) 267-9823 firstname.lastname@example.orgSource:Surgical Care Affiliates