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., and the holding company
of Universal Hospital Services, Inc. (“UHS”), 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 FSAC intends to convene and then adjourn,
without conducting any business, the special meeting of FSAC
stockholders to be held on Wednesday, November 14, 2018, at 10:00
a.m. Eastern Time, until Monday, December 17, 2018, at 10:00 a.m.
Eastern Time, at the Boston College Club, 100 Federal Street, 36th
Floor, Boston, Massachusetts 02110.
The purpose of the adjournment is to allow FSAC more time to
market the business combination between FSAC and UHS.
In connection with the adjournment, FSAC is extending the
deadline for holders of its Class A common stock to submit their
shares for redemption to 5:00 p.m. Eastern Time on Friday, December
14, 2018.
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 UHS Holdco, Inc. 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 UHS HOLDCO ARE URGED TO READ THE
PROSPECTUS/PROXY STATEMENT 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 and other documents containing important
information about FSAC, UHS 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, UHS 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. 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.
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 Universal Hospital Services, Inc.
Universal Hospital Services, Inc. is a leading nationwide
provider of healthcare technology management and service solutions
to the healthcare industry. UHS 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, UHS 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.uhs.com.
About Agiliti, Inc.
Upon closing, FSAC and UHS will combine under a new holding
company to be named Agiliti, Inc., which will 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 country.
About Thomas H. Lee Partners, L.P.
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: Business &
Financial Services, Consumer & Retail, Healthcare, 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 UHS’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, UHS 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20181109005594/en/
UHS:James PekarekExecutive Vice President and Chief
Financial Officer(952) 607-3054jbpekarek@uhs.comorKate KaiserVice
President, Corporate Communication and Investor Relations(619)
507-9135kmkaiser@uhs.comorFSAC & THL:Sard
Verbinnen & Co.Matt Benson / Robin Weinberg / Cameron
Seligmann(212) 687-8080orIrving Place Capital:Brunswick
GroupAlex Yankus / Christina Tilt(212)
333-3810IRVINGPLACECAPITAL@brunswickgroup.com
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