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 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 FSAC
convened and then adjourned, without conducting any business, the
special meeting of FSAC stockholders held on Monday, December 17,
2018, at 10:00 a.m. Eastern Time, until Thursday, 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.
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 December 31,
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 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 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,
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. 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 Agiliti Health, Inc.
Agiliti Health, Inc. is a leading nationwide provider of
healthcare technology management and service solutions to the
healthcare industry. Agiliti Health 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 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 will 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 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, 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/20181217005845/en/
Agiliti Health:James PekarekExecutive Vice President and
Chief Financial
Officer952-607-3054james.pekarek@agilitihealth.com
Kate KaiserVice President, Corporate Communication and Investor
Relations619-507-9135kmkaiser@agilitihealth.com
FSAC & THL:Matt Benson/Robin Weinberg/Cameron
SeligmannSard Verbinnen & Co.212-687-8080
Irving Place Capital:Brunswick GroupAlex Yankus /
Christina Tilt212-333-3810IRVINGPLACECAPITAL@brunswickgroup.com
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