Federal Street Acquisition Corp. (NASDAQ:FSACU, FSAC, FSACW)
(“FSAC”), a special-purpose acquisition company sponsored by an
affiliate of Thomas H. Lee Partners, L.P. (“THL”), and Agiliti
Holdco, Inc. (f/k/a UHS Holdco, Inc., “Agiliti Holdco”), the
holding company of Agiliti Health, Inc. (f/k/a Universal Hospital
Services, Inc.) (“Agiliti Health”), a leading, nationwide provider
of healthcare technology management and service solutions and a
portfolio company of Irving Place Capital Management, L.P.,
announced today that they have entered into an amended and restated
merger agreement, which amends the terms of the original merger
agreement that was entered into by the parties on August 13,
2018.
The purchase price for the acquisition represents an enterprise
value for the combined company of approximately $1.74 billion, or
11.6x Agiliti Health’s forecasted 2018 Adjusted EBITDA of
approximately $150 million and 10.2x Agiliti Health’s forecasted
2019 Adjusted EBITDA of approximately $170 million. Under the terms
of the amended and restated merger agreement, the parties agreed to
reduce the aggregate consideration to be paid to the selling
equityholders of Agiliti Holdco from approximately $1.58 billion to
approximately $1.44 billion. Such aggregate consideration will now
be payable solely in cash, rather than a combination of cash and
common stock, other than the rollover by Agiliti Holdco
optionholders of a portion of their equity interests. The reduction
in consideration to shareholders effectively represents stock
consideration in Agiliti, Inc. that the selling equityholders were
willing to forgo to ensure that the transaction could proceed. The
amended and restated merger agreement provides, among other things,
that Agiliti Holdco will not, prior to January 9, 2019, exercise
its right to terminate the agreement as a result of the transaction
not having been consummated prior to the outside date, and certain
closing conditions have been removed or modified.
In connection with entering into the amended and restated merger
agreement, FSAC also entered into an amended and restated
subscription agreement with an affiliate of THL, which will provide
backstop financing for the revised transaction in the event of
redemptions by FSAC’s public stockholders. The subscription
agreement provides for the purchase of common stock of FSAC at a
per share price of $8.50 in an aggregate amount up to $750
million.
FSAC will reconvene the special meeting to approve the
transaction on January 3, 2019, at 10:00 a.m. Eastern time, at the
offices of Thomas H. Lee Partners, L.P., 100 Federal Street, 35th
Floor, Boston, Massachusetts 02110. As announced by FSAC on
December 17, 2018, the deadline for FSAC’s public stockholders to
elect to redeem their shares of class A common stock was extended
to 5:00 p.m., Eastern time, on December 31, 2018.
Citigroup Global Markets Inc. and BofA Merrill Lynch are serving
as financial advisors and Kirkland & Ellis LLP is serving as
legal advisor to FSAC, and Weil Gotshal & Manges LLP is serving
as legal advisor to Agiliti Health, Inc. and Irving Place Capital
Management, L.P. in connection with the transaction.
For a full description of the amended and restated merger
agreement and the amended and restated subscription agreement with
the affiliate of THL, please see FSAC’s Current Report on Form 8-K
filed today with the Securities and Exchange Commission.
Additional Information and Where to Find It
FSAC filed a definitive proxy statement/prospectus with the
Securities and Exchange Commission (“SEC”) on October 10, 2018 for
use at the special meeting of stockholders to approve the proposed
business combination with Agiliti Holdco, Inc. (“Agiliti Holdco”).
The definitive proxy statement/prospectus forms part of a
Registration Statement on Form S-4 with respect to the securities
being issued by Agiliti, Inc. in the transaction (the
“Prospectus/Proxy Statement”). The Registration Statement on Form
S-4 was declared effective by the SEC on October 10, 2018. The
Prospectus/Proxy Statement has been mailed to FSAC stockholders as
of the record date. INVESTORS AND SECURITY HOLDERS OF FSAC AND
AGILITI HOLDCO ARE URGED TO READ THE PROSPECTUS/PROXY
STATEMENT, AS SUPPLEMENTED, AND OTHER RELEVANT DOCUMENTS THAT HAVE
BEEN FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the
Prospectus/Proxy Statement, the Supplement to Prospectus/ Proxy
Statement and other documents containing important information
about FSAC, Agiliti Holdco and Agiliti, Inc. through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by FSAC can be obtained free of charge
on FSAC’s website at http://www.thl.com/fsac or by directing a
written request to Federal Street Acquisition Corp., 100 Federal
Street, 35th Floor, Boston, MA 02110, (617) 227-1050.
Participants in the Solicitation
FSAC, Agiliti Holdco, Agiliti, Inc. and their respective
directors and executive officers, under SEC rules, may be deemed to
be participants in the solicitation of proxies of FSAC’s
stockholders in connection with the proposed transaction. Investors
and security holders may obtain more detailed information regarding
the names and interests in the proposed transaction of FSAC’s
directors and officers in the Prospectus/Proxy Statement.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to FSAC’s
shareholders in connection with the proposed business combination
is set forth in the Prospectus/Proxy Statement and the Supplement
thereto. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
proposed business combination is included in the Prospectus/Proxy
Statement and the Supplement thereto.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
About Federal Street Acquisition Corp.
Federal Street Acquisition Corp. is a special purpose
acquisition company sponsored by an affiliate of Thomas H. Lee
Partners, L.P., formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase or
similar business combination with one or more businesses.
About Agiliti Health, Inc.
Formerly known as Universal Hospital Services, Inc., Agiliti
Health, Inc. is a leading nationwide provider of healthcare
technology management and service solutions to the healthcare
industry. Agiliti Health, Inc. owns or manages more than 800,000
units of medical equipment for approximately 7,000 national,
regional and local acute care hospitals and alternate site
providers across the U.S. For nearly eight decades, Agiliti Health,
Inc. has delivered medical equipment management and service
solutions that help clients reduce costs, increase operating
efficiencies, improve caregiver satisfaction and support optimal
patient outcomes. More information is available at
www.agilitihealth.com.
About Agiliti, Inc.
Upon closing, FSAC and Agiliti Health, Inc. will combine under a
new holding company to be named Agiliti, Inc., which has applied to
list its common stock and warrants on the Nasdaq Stock Market under
the ticker symbols “AGTI” and “AGTIW,” respectively. Agiliti, Inc.
will build on a legacy of nearly 80 years of market leading
healthcare technology and service solutions to the U.S. healthcare
industry, serving approximately 7,000 national, regional and local
acute care hospitals and alternate site providers across the
U.S.
About Thomas H. Lee Partners, L.P.
THL is a premier private equity firm investing in middle market
growth companies, headquartered in North America, exclusively in
four industry sectors: Healthcare, Business & Financial
Services, Consumer & Retail, and Media, Information Services
& Technology. Using the firm’s deep domain expertise and the
internal operating capabilities of its Strategic Resource Group,
THL seeks to create deal sourcing advantages, and to accelerate
growth and improve operations in its portfolio companies in
partnership with management teams. Since its founding in 1974, THL
has raised over $25 billion of equity capital, acquired over 140
portfolio companies and completed over 360 add-on acquisitions
which collectively represent a combined enterprise value at the
time of acquisition of over $200 billion.
About Irving Place Capital Management, L.P.
Since its founding in 1997, Irving Place Capital has invested in
over 60 portfolio companies, primarily in the industrial,
packaging, consumer and retail industries. The firm focuses on
making control or entrepreneur-driven investments where it can
apply its substantial operating and strategic resources and
expertise to enhance value. Irving Place Capital has successfully
executed a broad range of transactions, including buyouts,
recapitalizations, build-ups, corporate divestitures, take-privates
and distressed-to-control situations. More information about Irving
Place Capital is available at www.irvingplacecapital.com.
Forward-looking Statements
This press release includes forward looking statements within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. When used in this
press release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
FSAC’s or Agiliti Health’s management’s control, that could cause
actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include
the inability to close the proposed business combination and the
ability to meet NASDAQ’s listing standards following the
consummation of the transactions contemplated by the proposed
business combination.
None of FSAC, Agiliti Health or Agiliti undertakes any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181220005315/en/
Agiliti Health: James Pekarek Executive Vice President
and Chief Financial Officer (952) 607-3054
james.pekarek@agilitihealth.com
Kate Kaiser Vice President, Corporate Communication and Investor
Relations 619-507-9135 kmkaiser@agilitihealth.com
FSAC & THL: Matt Benson/Robin Weinberg/Cameron
Seligmann Sard Verbinnen & Co. (212) 687-8080
Irving Place Capital: Brunswick Group Alex Yankus /
Christina Tilt 212-333-3810
IRVINGPLACECAPITAL@brunswickgroup.com
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