EX-10.27



 Exhibit 10.27 

[Letterhead] 
 October 1,
2013 
 Frederick A. Hessler 
 169 East 69th Street, Penthouse
B 
 New York, NY 10021 
 fhessler@fahadvisor.com 

Dear Fred: 
 We would like to set forth the
terms of your compensation as a director on the board of directors (the “Board”) of Surgical Care Affiliates, LLC, a Delaware limited liability company (“SCA”), and such other subsidiaries of SCA as the Managing
Member of ASC Acquisition LLC, a Delaware limited liability company (the “Parent”), may reasonably request from time to time. The terms of this letter agreement (this “Agreement”) will be effective as of your
appointment to the Board, expected October 1, 2013 (the “Effective Date”). 
  

	 	I.	Annual Board of Directors Compensation 

 For your service as a Board members, you
will receive (a) an annual cash retainer of $50,000, payable in equal quarterly installments of $12,500 in arrears within 30 days after the end of each quarter of service (if you serve part of a quarter, the payment will be prorated based on
the number of weeks in the quarter served and paid within 30 days of the termination of your service), and (b) $30,000 in the form of restricted stock units (the “RSUs”) of the Parent, pursuant to a Restricted Equity Unit Grant
Agreement in the form attached hereto. The initial RSU grant will occur as soon as practicable after the date hereof and will be effective for purposes of vesting as of October 1, 2013. Thereafter you shall receive $30,000 in the form of RSUs
of the Parent on or about each anniversary of October 1, subject to your continuing to serve on the Board on each such anniversary. The RSUs will vest ratably over a two-year period (i.e., 50% vested 12 months after the grant and 100% vested 24
months after the grant), subject to your continuing to serve on the Board through such date. 
  

	 	II.	Compensation for Service as Audit Committee Chair 

 This letter will also confirm
your selection and your agreement to serve as the Chair of SCA’s Audit Committee. For such service, you will receive an annual cash retainer of $15,000, payable in equal quarterly installments of $3,750 in arrears within 30 days after the end
of each quarter of service (if you serve part of a quarter, the payment will be prorated based on the number of weeks in the quarter served and paid within 30 days of the termination of your service). 








	 	III.	Attendance at Board and Audit Committee Meetings 

 You will be expected to use
your reasonable best efforts to attend all Board and Audit Committee meetings, and will be expected to attend a minimum of three quarterly Board meetings each year in person. Otherwise, you may attend such meeting by telephonic or other electronic
means. Reasonable expenses actually incurred by you in traveling to the Board or Audit Committee Meetings shall be reimbursed by SCA upon presentation of such documentation as SCA may reasonably request. 

 

	 	IV.	Reelection to the Board and as Audit Committee Chair 

 Your continued service on
the Board will be subject in all respects to the provisions of the limited liability agreements of each of SCA and the Parent. 
  

					
	Sincerely,
	
	ASC ACQUISITION LLC, sole member of Surgical Care Affiliates, LLC
	By: TPG Partners V, L.P., its Managing Member
	By: TPG GenPar V, L.P., its general partner
	By: TPG Advisors V, Inc., its general partner
		
	By:	 	 /s/ Todd Sisitsky

		 	Name:	 	Todd Sisitsky
		 	Title:	 	Vice President


  

			
	ACCEPTED:
	
	 /s/ Frederick A. Hessler

	Frederick A. Hessler
	Date:	 	 Oct. 7, 2013