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., the holding company of Agiliti
Health, 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 completed their business
combination. The transaction had been unanimously approved by the
board of directors, including a special committee of independent
directors of FSAC and was approved at a Special Meeting of FSAC’s
stockholders on January 3, 2019. The implied enterprise value for
the combined company is 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.
In accordance with the terms of the merger agreement, FSAC and
Agiliti Holdco, Inc. have combined under a new holding company,
Agiliti, Inc. (“Agiliti”). Agiliti builds 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.
Upon completion of the transaction, Agiliti will be majority
owned by entities affiliated with THL and management. The company
will continue to be led by Thomas J. Leonard as Chief Executive
Officer, along with his current management team.
Scott M. Sperling, Co-President of THL and Executive Chairman of
the board of directors of FSAC stated, “We are extremely proud to
join forces with Agiliti. The company is well positioned to drive
shareholder value by helping health systems address their most
complex medical equipment challenges throughout the entire supply
chain.”
Joshua M. Nelson, a Managing Director at THL said, “As a
market-leading, growth healthcare company operating in an industry
with strong fundamentals, we are excited to support Agiliti with a
$750 million backstop equity financing so it may complete the
business combination. We look forward to working with Tom and the
talented Agiliti team to further drive efficiencies for its health
system clients, while building upon the company’s market-leading
position and helping them achieve their substantial future growth
prospects.”
Leonard added, “This transaction represents the next step in the
evolution of Agiliti. As a well-capitalized company with new,
experienced strategic partners, Agiliti will remain focused on
innovating our suite of offerings and providing our clients with
the best-in-class service they have come to expect from us. Our
nationwide service platform, coupled with our unmatched offering
for Equipment Value Management has enabled a flexible and scalable
model to power our growth. I look forward to our continued
advancement with the support of our partners at THL.”
As previously announced, FSAC and Agiliti have waived the
closing condition under the merger agreement that would have
required Agiliti’s common stock and warrants to be listed on the
NASDAQ stock exchange. The common stock and warrants of Agiliti
will not be listed at closing of the transaction.
In connection with the transaction, Citigroup Global Markets
Inc. and BofA Merrill Lynch served as financial advisors and
Kirkland & Ellis LLP served as legal advisor to FSAC,
and Weil, Gotshal & Manges LLP served as legal
advisor to Agiliti Health.
About Agiliti, Inc.
Formerly known as Universal Hospital Services, Inc.,
Agiliti, Inc. is a leading nationwide provider of healthcare
technology management and service solutions to the healthcare
industry. Agiliti 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 has delivered medical
equipment management and service solutions that help clients reduce
costs, increase operating efficiencies, improve caregiver
satisfaction and support optimal patient outcomes. Agiliti, Inc. is
the company created by the business combination of FSAC and Agiliti
Health, Inc. More information is available at
www.agilitihealth.com.
About Federal Street Acquisition Corp. and Thomas H. Lee
Partners, L.P.
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.
Thomas H. Lee Partners, L.P. 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.
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
Agiliti’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 those described in
the prospectus of Agiliti dated October 10, 2018, as supplemented.
There may be additional risks that Agiliti does not presently know
or that it currently believes are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. Actual results, performance or
achievements may differ materially and potentially adversely from
any projections and forward-looking statements and the assumptions
on which those forward-looking statements are based. Readers are
cautioned not to place undue reliance on forward-looking statements
as a predictor of future performance as such statements are based
on estimates and assumptions that are inherently subject to various
significant risks, uncertainties, and other factors, many of which
are beyond the control of Agiliti. All information herein speaks
only as of the date hereof. Agiliti undertakes no duty to update or
revise the information contained herein, publicly or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190104005422/en/
Agiliti:
James PekarekExecutive Vice President and Chief Financial
Officer(952) 607-3054james.pekarek@agilitihealth.com
Kate KaiserVice President, Corporate Communication and Investor
Relations(619) 507-9135kate.kaiser@agilitihealth.com
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