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”).
