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., 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
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
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.
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.
Executive Vice President and Chief
Vice President, Corporate Communication and Investor
Sard Verbinnen & Co.
Matt Benson / Robin
Weinberg / Cameron Seligmann
Alex Yankus / Christina Tilt