SURGICAL CARE AFFILIATES, INC. 7,000,000 Shares of Common Stock Underwriting AgreementSurgical Care Affiliates, Inc. • March 23rd, 2015 • Services-specialty outpatient facilities, nec • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 7,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Underwritten Shares”). In addition, certain of the Selling Stockholders, as indicated in Schedule 2 hereto, propose to sell, at the option of the Underwriters, up to an additional 1,050,000 shares of Common Stock of the Company (the “Option Shares”) in the individual amounts indicated in Schedule 2 hereto under the column titled “Number of Option Shares”. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The outstanding shares of Common Stock of the Company are referred to herein as the “Stock”.
