creede
5年前
Why is Agility on the OTCM?
Ok... after a lot of reading (and posting on this board) I have finally figured out the situation. Here it is...
Agiliti tried to make it to the NASDAQ before the merger was completed. They were unsuccessful because of the "level of redemptions" (whatever that means).
From 10k - March 08, 2019
Agiliti’s Common Stock and Agiliti’s Warrants are not listed on a national securities exchange.
Due to the level of redemptions by FSAC public stockholders in the Business Combination, the Company was unable to comply with the NASDAQ listing requirements relating to the number of round lot holders at the closing of the Business Combination. Therefore Agiliti’s Common Stock as well as its warrants are not listed on a national securities exchange. Because of the lack of listing, the Company and its stockholders and warrant holders could face significant material adverse consequences including:
> a limited availability of market quotations for the Company’s securities;
> reduced liquidity for the Company’s securities;
> a determination that the Common Stock is a “penny stock,” which will require brokers trading in the Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Company’s securities;
> a limited amount of news and analyst coverage; and
> a decreased ability to issue additional securities or obtain additional financing in the future.
In addition, because we did not list our Common Stock or warrants on a national securities exchange at the closing of the Business Combination, we do not have securities registered under Section 12 of the Exchange Act and are not subject to the reporting requirements of the Exchange Act or the SEC’s proxy rules, and large holders of our capital stock are not subject to beneficial ownership reporting requirements under Sections 13 or 16 of the Exchange Act and their related rules. Following the filing of this Annual Report on Form 10-K, we do not anticipate filing any reports with the SEC. As a result, our stockholders and warrant holders will not have available to them as much or as robust information as they may have with respect to other companies.
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Agiliti is not subject to compliance with rules requiring the adoption of certain corporate governance measures and as a result Agiliti’s stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.
The listing rules of the national stock exchanges require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges. Because the Company is not listed on a national stock exchange, the Company is not presently required to comply with many of the corporate governance provisions and has not adopted some of these measures. The absence of such standards of corporate governance may leave the Company’s stockholders and holders of warrants without protections against interested director transactions, conflicts of interest and similar matters.
THL Stockholder controls the Company and may have conflicts of interest with our stockholders.
THL Stockholder, an affiliate of Thomas H. Lee Partners, L.P., beneficially owns approximately 99.3% of our common stock. In addition, at the closing of the Business Combination, the Company entered into a Director Nomination Agreement with THL Stockholder pursuant to which for so long as THL Stockholder beneficially owns at least 5% of our Common Stock, THL Stockholder will have a right to appoint or nominate for election to the Company’s board of directors, as applicable, a number of individuals that, if elected, when compared to the authorized number of directors on the Company’s board of directors, is closest to but not less than proportional to the total number of shares of Common Stock over which THL Stockholder has direct or indirect voting control relative to the total number of shares of Agiliti Common Stock then outstanding. The current number of directors on our board is eight. Pursuant to the Director Nomination Agreement, THL Stockholder currently has a right to appoint or nominate substantially all members of the board of directors.
As a result of its beneficial ownership and the nomination rights under the Director Nomination Agreement, THL Stockholder will have control, subject to applicable law, over the Company’s and its subsidiaries’ decisions regarding their respective operations, plans, strategies, finances, and structure, including whether to enter into any corporate transaction, and will have the ability to prevent any transaction that requires the approval of stockholders. THL Stockholder will have the ability to implement its decisions regardless of whether or not other stockholders believe that any such decision is in their own best interests.
THL Stockholder and its affiliates are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with us. THL Stockholder and its affiliates may also pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, our certificate of incorporation provides that we renounce any interest or expectancy in the business opportunities of THL Stockholder and its officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries and each such party shall not have any obligation to offer us those opportunities unless presented to one of our directors or officers in his or her capacity as a director or officer.
There is no guarantee that Agiliti’s warrants will ever be in the money, and they may expire worthless, and the terms of Agiliti’s warrants may be amended.
The exercise price for Agiliti’s warrants is $11.50 per share of Agiliti Common Stock. There is no guarantee that the warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.
In addition, Agiliti’s warrants were issued in registered form under a warrant agreement with Continental Stock Transfer & Trust Company, as warrant agent. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding warrants held by parties other than THL Stockholder to make any change that adversely affects the interests of the holders. Accordingly, Agiliti may amend the terms of the warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding warrants (other than those held by THL Stockholder) approve of such amendment. Although Agiliti’s ability to amend the terms of the warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments
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could be amendments to, among other things, provide for an immediate mandatory cash redemption, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a warrant.
The Company may not pay dividends on its Common Stock for the foreseeable future or ever.
Agiliti has no direct operations and no significant assets other than the ownership of 100% of Agiliti Health. Agiliti depends on Agiliti Health for distributions and other payments to generate the funds necessary to meet Agiliti’s financial obligations, including its expenses as a publicly traded company, and to pay any dividends with respect to its Common Stock. The earnings from, or other available assets of, Agiliti Health may not be sufficient to pay dividends or make distributions or loans to enable Agiliti to pay any dividends on its common stock or satisfy its other financial obligations.
Additionally, even if the Company is able, it may choose not to pay dividends on its Common Stock for the foreseeable future or ever. Any decision to declare and pay dividends in the future will be made at the discretion of the board of directors and will depend on, among other things, the Company’s results of operations, financial condition, cash requirements and other factors that the board of directors may deem relevant. In addition, the Company’s ability to pay dividends may be limited to the extent that covenants of any existing and future outstanding indebtedness that the Company or its subsidiaries incur, including its credit facilities prevent the payment of dividends by the Company, and applicable law. The Company may not pay dividends on its Common Stock in the foreseeable future or ever.
https://investors.agilitihealth.com/node/9191/html
So now we know why Agiliti is trading on the OTCM as AGLY verses on the NASDAQ as ALGI. That brings forth many new questions.
1. Does the company still aspire to make the NASDAQ?
2. What is the "level of redemptions" problem and can it be fixed?
3. Has the "level of redemptions" problem already been addressed with the buyback of warrants and/or the purchase of FASC stock and/or the consummation of the merger itself?
4. Is AGLY a shell company?
5. What is the current value of 1 share of AGLY if this is not a shell company?
6. What is a fair projection of the future value of 1 share of AGLY when considering post merger acquisitions and contracts considering they have every piece of equipment leased out because of the COVID crisis?
7. If the company has decided to stay on the OTCM will they become Pinksheet Current and aspire to the top tier — the OTCQX?
All feedback welcome.
creede
5年前
Merger Completion 01/04/2019
Federal Street Acquisition Corp., Thomas H. Lee Partners, L.P. and Agiliti Health, Inc. Complete Business Combination
1/04/2019
BOSTON & MINNEAPOLIS--(BUSINESS WIRE)--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.
Contacts
Agiliti:
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
kate.kaiser@agilitihealth.com
https://investors.agilitihealth.com/news-releases/news-release-details/federal-street-acquisition-corp-thomas-h-lee-partners-lp-and
creede
5年前
Pre Merger Announcement 08/13/2018
Federal Street Acquisition Corp. to Combine with Universal Hospital Services
8/13/2018
Combined Company to be Named “Agiliti, Inc.” and Listed on Nasdaq Stock Market
Combined Company Positioned to Execute on Compelling Growth Opportunities in Healthcare Services Market Under Leadership of Current Management Team
MINNEAPOLIS & BOSTON--(BUSINESS WIRE)--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 the holding company of Universal Hospital Services, Inc. (“UHS” or the “Company”), a leading, nationwide provider of healthcare technology management and service solutions and a portfolio company of Irving Place Capital Management, L.P. (“IPC”), today announced that they have entered into a definitive merger agreement.
Under the terms of the agreement, FSAC and UHS will combine under a new holding company to be named Agiliti, Inc. (“Agiliti”), which intends to apply to have its common stock and warrants listed on the Nasdaq Stock Market under the ticker symbols “AGTI” and “AGTIW,” respectively. The purchase price for the acquisition implies an initial enterprise value for the combined company of approximately $1.74 billion, or 11.6x UHS’s forecasted 2018 Adjusted EBITDA of approximately $150 million and 10.2x UHS’s forecasted 2019 Adjusted EBITDA of approximately $170 million, in each case, based on the higher end of UHS’s forecasted Adjusted EBITDA range.
“We have long admired Tom Leonard and the incredible team at UHS and could not be more excited to partner with them as the Company enters an exciting, new chapter with a new name – Agiliti – which is emblematic of their everyday approach,” said Scott Sperling, Executive Chairman of FSAC and Co-President of THL. “UHS’s strong competitive position, broad range of high-value capabilities, and strong business model, make this a highly attractive investment opportunity for FSAC and THL. We look forward to contributing our operational and strategic expertise as the combined company builds on its proven platform, executes on its compelling growth objectives, and continues to deliver to its customers the industry’s best healthcare technology management and service solutions.”
“For nearly 80 years, UHS has provided market-leading equipment management services to the U.S. healthcare industry,” said Tom Leonard, Chief Executive Officer of UHS. “Throughout the Company’s evolution, our goal has always been to help customers manage the complexities of owning and maintaining medical equipment, so that caregivers have more time to focus on patients. Today, we serve more than 7,000 healthcare providers nationwide with an end-to-end solution called ‘Equipment Value Management’ that helps customers address important clinical, operational and financial objectives. The Company is well positioned in the market with strong momentum for continued value creation, and we are pleased to have the opportunity to advance our business as Agiliti, alongside our new partners at FSAC and THL.”
Upon consummation of the transaction, Tom Leonard will continue leading the Company as Chief Executive Officer, along with his current management team, including Jim Pekarek, Chief Financial Officer, Kevin Ketzel, President, and Bettyann Bird, Senior Vice President of Marketing and Commercial Solutions.
IPC, UHS’s current private equity sponsor and majority owner, will retain a minority equity stake in the combined company.
John Howard, Co-Managing Partner of IPC said, “We are extremely proud of what UHS has accomplished since we acquired the business. The results we have achieved demonstrate the unique value UHS brings to its healthcare customers. This transaction will enable the Company to accelerate its existing growth initiatives and further maximize its market position under the leadership of a world-class management team. We look forward to the ongoing success of Agiliti as a public company.”
Transaction Summary
Along with the $460 million of cash held in a trust account raised from its initial public offering in July 2017, FSAC has secured commitments for a $250 million common stock private placement from institutional investors at a price of $10.00 per share. The private placement includes a $200 million investment by a newly formed entity that will be owned by FSAC’s sponsor entity, FS Sponsor, LLC (“FS Sponsor”), and certain investment funds affiliated with THL. Assuming no redemptions by FSAC’s public stockholders, this entity will own approximately 30% of Agiliti’s outstanding common stock following the merger and private placement, including FS Sponsor’s existing founder shares and the shares purchased in the private placement. IPC and the other former stockholders of UHS will retain an ownership interest of approximately 22% and the current public stockholders of FSAC will own approximately 43% of Agiliti’s outstanding common stock, in each case, assuming no redemptions by FSAC’s public stockholders. FSAC’s existing warrants will become warrants to purchase Agiliti common stock in accordance with their terms.
FSAC has entered into a debt commitment agreement with certain lenders, pursuant to which the lenders have committed to make available to Agiliti a term loan of $660 million, the proceeds of which will be used to repay existing UHS indebtedness. It is currently anticipated that UHS will issue a notice of redemption with respect to its outstanding second lien notes immediately prior to the merger and that these notes would be redeemed approximately 30 days following the closing date. The lenders have also committed to provide a $150 million revolving credit facility.
The boards of directors of UHS and FSAC have unanimously approved the proposed transaction. Completion of the transaction, which is expected to occur in the fourth quarter of 2018, is subject to customary and other closing conditions, including regulatory approvals and FSAC stockholder approval. In addition to having the right to vote on the transactions, FSAC’s current public stockholders have the right to elect to have FSAC redeem their shares for cash in connection with the consummation of the transaction. The transaction is also conditioned upon there being sufficient cash, after giving effect to any redemptions, to pay the cash portion of the merger consideration, repay existing indebtedness and make other required cash payments at closing. More information on these conditions will be contained in the preliminary proxy statement that FSAC intends to file with the Securities and Exchange Commission (“SEC”).
As part of the transaction, Agiliti will also enter into a tax receivable agreement with the equity holders of UHS, which will provide for the sharing of tax benefits relating to certain pre-business combination tax attributes and tax attributes relating to the transaction as those tax benefits are realized by Agiliti.
Conference Call Information
UHS and FSAC will host a presentation to discuss the transaction beginning at 9 a.m. Eastern Time on Monday, August 13. Those who wish to view the presentation may access it here, or by visiting www.uhs.com/investors and selecting the “Presentations” tab. An audio form of the presentation will be available toll-free at 1-877-523-5612 using Conference ID 13682526.
The presentation will be available from 9 a.m. Eastern Time on August 13, 2018, to 11:59 pm Eastern Time on October 31, 2018, using the access information above.
Advisors
J.P. Morgan Securities LLC acted as financial advisor and Weil, Gotshal & Manges LLP acted as legal counsel to UHS. Citigroup Global Markets Inc. acted as financial advisor, capital markets advisor and placement agent and Kirkland & Ellis LLP acted as legal counsel to FSAC. BofA Merrill Lynch acted as capital markets advisor and placement agent in connection with the private placement. Debt financing will be provided by JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., and KeyBanc Capital Markets Inc.
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 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
Agiliti will be the company created by the business combination of Universal Hospital Services, Inc. and Federal Street Acquisition Corp. 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. Agiliti intends to apply to list its common stock and warrants on the Nasdaq Stock Market under the ticker symbols “AGTI” and “AGTIW,” respectively.
About Thomas H. Lee Partners, L.P.
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: 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 $22 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. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” in the Prospectus filed by FSAC with the SEC and those described in the section entitled “Risk Factors” in UHS’s annual report on Form 10-K for the year ended December 31, 2017 filed with the SEC, as well as UHS’s other filings with the SEC. Important factors, among others, that may affect actual results or outcomes include: the inability to complete the transactions contemplated by the proposed business combination; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by FSAC stockholders; the ability to meet NASDAQ’s listing standards following the consummation of the transactions contemplated by the proposed business combination; and costs related to the proposed business combination. Important factors that could cause the combined company’s actual results or outcomes to differ materially from those discussed in the forward-looking statements include: UHS’s history of net losses; the need for substantial cash to operate and expand the combined company’s business as planned; the combined company’s expected substantial outstanding debt following the business combination; a decrease in the number of patients the combined company’s customers serve; the combined company’s ability to effect change in the manner in which healthcare providers traditionally procure medical equipment; the absence of long-term commitments with customers; the combined company’s ability to renew contracts with group purchasing organizations and integrated delivery networks; changes in reimbursement rates and policies by third-party payors; the impact of healthcare reform initiatives; the impact of significant regulation of the healthcare industry and the need to comply with those regulations; the effect of prolonged negative changes in domestic and global economic conditions; difficulties or delays in the combined company’s continued expansion into certain of UHS’s businesses/geographic markets and developments of new businesses/geographic markets; additional credit risks in increasing business with home care providers and nursing homes, impacts of equipment product recalls or obsolescence; and increases in vendor costs that cannot be passed through to the combined company’s customers.
Neither FSAC nor UHS 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.
Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP measure. UHS believes Adjusted EBITDA provides useful information to management and investors regarding UHS’s business and results of operations. Because Adjusted EBITDA is not in conformity with GAAP, we urge you to review UHS’s audited financial statements filed with the SEC. Adjusted EBITDA is defined by UHS as Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), and excludes non-cash share-based compensation expense, management, board and other non-recurring gain, expenses, or loss, which may not be calculated consistently among other companies applying similar reporting measures.
In addition to using Adjusted EBITDA internally as a measure of operational performance, UHS discloses it externally to assist analysts, investors and lenders in their comparisons of operational performance, valuation and debt capacity across companies with differing capital, tax and legal structures. Adjusted EBITDA, however, is not a measure of financial performance under generally accepted accounting principles and should not be considered as an alternative to, or more meaningful than, net income as a measure of operating performance or to cash flows from operating, investing or financing activities or as a measure of liquidity.
Additional Information about the Transaction and Where to Find It
FSAC intends to file a proxy statement with the SEC for use at the special meeting of stockholders to approve the business combination and FSAC will cause Agiliti, the newly formed holding company, to file a Registration Statement on Form S-4 with respect to the securities being issued in the transaction. The proxy statement and the prospectus contained in the Registration Statement will be mailed to FSAC stockholders as of a record date to be established for voting on the proposed business combination. Investors and security holders of FSAC and UHS are urged to read the proxy statement, prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the proxy statement, prospectus and other documents containing important information about FSAC, UHS and Agiliti once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by FSAC when and if available, 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, Agiliti 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 FSAC’s filings with the SEC, including FSAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on March 23, 2018. 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 will be set forth in the registration statement for the proposed business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination will be included in the Registration Statement that FSAC intends to cause Agiliti to file with the SEC.
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
.
Contacts
UHS:
James Pekarek, 952-607-3054
Executive Vice President and Chief Financial Officer
jbpekarek@uhs.com
or
Kate Kaiser, 619-507-9135
Vice President, Corporate Communication and Investor Relations
kmkaiser@uhs.com
or
FSAC & THL:
Sard Verbinnen & Co.
Matt Benson/Robin Weinberg/Cameron Seligmann, 212-687-8080
or
Irving Place Capital:
Brunswick Group
Alex Yankus / Christina Tilt, 212-333-3810
IRVINGPLACECAPITAL@brunswickgroup.com
https://investors.agilitihealth.com/news-releases/news-release-details/federal-street-acquisition-corp-combine-universal-hospital
creede
5年前
AGLY news from July of 2019.
Agiliti Acquires Zetta Medical Technologies
Acquisition expands Agiliti’s clinical engineering service offerings to healthcare organizations
July 08, 2019 10:30 AM Eastern Daylight Time
MINNEAPOLIS--(BUSINESS WIRE)--Agiliti, Inc. (“Agiliti”), a leading, nationwide provider of healthcare technology management and service solutions, today announced it has acquired Zetta Medical Technologies, LLC (“Zetta”), a provider of medical imaging equipment services and parts, based in Lake Zurich, Ill.
“Zetta’s specialized capabilities and technical expertise are an ideal complement to our expanding platform of clinical engineering services,” said Tom Leonard, CEO of Agiliti. “This acquisition builds upon our outsourced and supplemental biomedical service models and enables us to further extend into full-service clinical engineering for high-end imaging devices. Our teams share a common approach based on the highest quality standards of medical device management, as evidenced by our mutual certifications to ISO 13485:2016. I look forward to delivering our combined capabilities to customers.”
Zetta specializes in multi-vendor clinical engineering services, parts, and pre-owned equipment for medical imaging modalities, including CT, MRI and PET/CT. The company is a national service provider for GE, Siemens, Toshiba and Phillips equipment, operating through a network of OEM trained engineers to provide on-demand technical support, maintenance and remote monitoring services.
“Over the past 12 years, we’ve built a strong reputation as a highly skilled and reliable partner,” said Mike Ghazal, founder and President of Zetta. “Agiliti shares our commitment to service, customer responsiveness and uncompromising quality, and provides a platform that will enable us to serve more customers as part of a broader, value-based solution portfolio.”
Leonard added, “Our Equipment Value Management solution provides a flexible roadmap to lower the cost and complexity of acquiring, owning and managing medical equipment. Within that framework, our clinical engineering services address the need among healthcare providers to more efficiently manage and maintain a growing and more complex range of equipment and technology. The addition of Zetta, and our previous acquisition of Radiographic Equipment Services ('RES') in 2016, reflect our commitment to invest in capabilities that help advance the clinical, financial and operational health of our customers.”
About Agiliti, Inc.
Agiliti, Inc. (formerly Universal Hospital Services) 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. More information is available at www.agilitihealth.com.
About Zetta Medical Technologies
Zetta Medical Technologies is a national independent service organization and ISO 13485:2016 certified developer of innovative software and service solutions for CT, MRI and PET/CT equipment. More information is available at www.ZettaMed.com.
Contacts
Agiliti:
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
kate.kaiser@agilitihealth.com
https://www.businesswire.com/news/home/20190708005494/en/Agiliti-Acquires-Zetta-Medical-Technologies
creede
5年前
AGLY - from 10-k
They are one in the same.
Introductory Note
Agiliti, Inc., a Delaware corporation (“Agiliti”) was formed on August 1, 2018.
On January 4, 2019, Agiliti consummated its business combination pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of December 19, 2018 (“A&R Merger Agreement”), by and among Federal Street Acquisition Corp., a special purpose acquisition company affiliated with Thomas H. Lee Partners, L.P. (“FSAC”), Agiliti, Umpire SPAC Merger Sub, Inc., a Delaware corporation, Umpire Cash Merger Sub, Inc., a Delaware corporation, Agiliti Holdco, Inc. (previously known as UHS Holdco, Inc.), a Delaware corporation (“Agiliti Holdco” or “Parent”), solely in their capacities as Majority Stockholders, IPC/UHS, L.P. (“IPC/UHS”) and IPC/UHS Co-Investment Partners, L.P., each a Delaware limited partnership, solely in its capacity as the Stockholders’ Representative, IPC/UHS, and solely for the purposes stated therein, Umpire Equity Merger Sub, Inc., a Delaware corporation. The A&R Merger Agreement amended and restated the Agreement and Plan of Merger dated as of August 13, 2018. Pursuant to the A&R Merger Agreement, (i) FSAC became a wholly owned subsidiary of Agiliti and the holders of Class A common stock, par value $0.0001 per share, of FSAC (the “FSAC Class A Common Stock”) received shares of common stock, par value $0.0001 per share, of Agiliti (the “Agiliti Common Stock” or “Common Stock”); and (ii) Agiliti Holdco became a wholly owned subsidiary of FSAC and the equityholders of Agiliti Holdco received cash and/or shares of Agiliti Common Stock and/or fully-vested options to purchase shares of Agiliti Common Stock as merger consideration (the transactions contemplated by the A&R Merger Agreement are referred to herein as the “Business Combination”). Upon the closing of the Business Combination due to the level of redemptions by FSAC’s public stockholders, Agiliti was unable to comply with the requirements to list on a national stock exchange, and therefore, the Agiliti Common Stock is not listed on a national securities exchange and Agiliti did not become subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Following the filing of this Annual Report on Form 10-K, we do not anticipate filing any reports with the Securities and Exchange Commission (the “SEC”).
On December 3, 2018, prior to the closing of the Business Combination, Agiliti Holdco changed its legal name from UHS Holdco, Inc. to Agiliti Holdco, Inc., and its operating subsidiary changed its legal name from Universal Hospital Services, Inc., to Agiliti Health, Inc. (“Agiliti Health”).
At December 31, 2018, Agiliti had no assets, no operations and only nominal capitalization. The historical financial information herein reflects the results of operation and financial position of Agiliti Health for all periods presented.
Unless otherwise specified in this Annual Report on Form 10-K, the terms, “we”, “our”, “us” and the “Company” refer to Agiliti Health or Agiliti Holdco prior to the closing of the Business Combination and Agiliti following the Business Combination.
PART I
ITEM 1: Business
OUR COMPANY
We are a leading nationwide provider of end-to-end healthcare technology management and service solutions to the United States healthcare industry. We provide customers with access to high quality healthcare technology and implement comprehensive medical equipment management and service solutions to reduce capital and operating expenses, increase medical equipment and staff productivity and support improved patient safety and outcomes.
We commenced operations in 1939, originally incorporated in Minnesota in 1954 and reincorporated in Delaware in 2001. As of December 31, 2018, all of our outstanding capital stock was owned by Parent, which acquired the Company in a recapitalization in May 2007 (the “Transaction”). Following the Business Combination, Parent is controlled by THL Agiliti LLC, an affiliate of Thomas H. Lee Partners, L.P. (“THL Stockholder”).
https://www.otcmarkets.com/filing/html?id=13287371&guid=Nq9HUFpQJcAZxth
creede
5年前
AGLY - They should attach their ticker to this information. Huge news.
Clinical Equipment Leader Agiliti is Supporting Front Line Response to COVID-19
Accelerating availability of critical medical devices to care for patients
Maintaining national ventilator stockpile under DSNS contract awarded on January 24, 2020
April 03, 2020 12:06 PM Eastern Daylight Time
MINNEAPOLIS--(BUSINESS WIRE)--Agiliti, Inc. (“Agiliti”), a leading, nationwide provider of medical equipment management and service solutions, is partnering with U.S. hospitals and federal and state agencies on the front lines of the COVID-19 pandemic to deliver critical services where they’re needed.
Since January, Agiliti, which provides medical device leasing, maintenance, and logistics programs, has focused on helping to ensure healthcare providers are prepared to meet the medical equipment challenges posed by the COVID-19 pandemic. To date, the company has:
- Fully deployed its fleet of more than 250,000 medical devices and related accessories across the U.S. healthcare system and partnered with medical device brokers and manufacturers to deliver additional equipment where it's needed.
- Assigned its team of biomedical repair technicians to hospitals across the country to ensure provider-owned equipment is safely and rapidly tested, repaired and made ready for patient use.
- Redeployed equipment service technicians from its 92 local service centers to support the stand up of surge medical capacity in parks, gymnasiums and hotel rooms across the country.
- Engaged and empowered its more than 1,300 teammates who every day work side-by-side with clinicians via the company’s hospital-based programs to manage intrafacility and system-wide transport, delivery, reprocessing, repair and maintenance of medical devices.
“Agiliti is in the business of ensuring healthcare providers have the medical equipment they need, where and when it’s needed—but during a crisis like this, the services we provide play an even more vital role,” said Tom Leonard, CEO of Agiliti. “We have put forth the full weight of our resources—our unmatched fleet of medical devices, our nationwide logistics infrastructure to mobilize medical equipment, and our team of more than 3,800 medical equipment professionals—to accelerate the availability of patient-ready devices for caregivers and their patients.”
On January 24, 2020, the company was awarded a contract by the Division of Strategic National Stockpile (DSNS) to provide maintenance services for the national stockpile of LTV™ Series ventilators. On April 1, the DSNS issued an extension of that contract allowing Agiliti to accelerate the preventive maintenance work on the first tranche of ventilators rotated out of the stockpile for maintenance. The contract also engages Agiliti’s nationwide team of field service technicians to maintain and repair ventilators once they are deployed by the DSNS in response to the rapid spread of COVID-19.
“Agiliti is uniquely qualified with our nationwide scale and clinical equipment repair capabilities to help the federal government maintain and support its emergency medical device stockpile,” said Leonard. “Our teams are actively working to ready the first shipment of ventilators we received from the DSNS to quickly prepare them for deployment status.”
Agiliti was initially awarded the DSNS contract to perform maintenance on the LTV national ventilator stockpile on September 30, 2019. Within days, the prior government contractor filed a formal protest of the contract award. DSNS issued Agiliti an immediate stop work order, and the contract was terminated to facilitate a formal review by DSNS. The contract was subsequently re-awarded to Agiliti and took effect on January 24, 2020.
“I could not be more proud of our teams working tirelessly to support our customers on the front lines of this pandemic,” added Leonard. “We will continue doing everything we can to help ensure our nation’s caregivers have the equipment they need for patients affected by COVID-19 and to aid in the eventual recovery of our healthcare system when we, together, emerge from this crisis.”
About Agiliti, Inc.
Agiliti, Inc. (formerly Universal Hospital Services) 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 more than 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. More information is available at www.agilitihealth.com.
Contacts
Kate Kaiser
Agiliti, Corporate Communication and Investor Relations
kate.kaiser@agilitihealth.com
https://www.businesswire.com/news/home/20200403005404/en/Clinical-Equipment-Leader-Agiliti-Supporting-Front-Line
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