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Business Combination

Source: SEC.gov as of August 23, 2018
CURRENT FUNDS in TRUST:$464.1 Million
PRO RATA AMOUNT IN TRUST:$10.09
IMPLIED ENTERPRISE VALUE:$1.74 Billion
RECORD DATE:TBD
SHAREHOLDER VOTE DATE:TBD

IPO Terms

IPO Terms/Details

Total Public Proceeds at IPO ($mm):$460.0
% Held in Trust:100.0%
$ Held in Trust per Unit:$10.00
Mgmt's Sector Expertise/Focus:Healthcare - North America
IPO Date:July 18, 2017
Months to Complete:24
Deadline Date:July 18, 2019
Unit Structure (FSACU)
Share (FSAC):1 Class A Common Stock
Warrant (FSACW):1/2 Warrant
Public Warrant Terms:
Exercise Price:$11.50
Redemption Price:$18.00
Cash or Cashless Redemption:Mgmt's Discretion
Underwriters:
Book-runner(s) and Lead Mgr(s):Citigroup, BofA Merrill Lynch
Co-Manager(s):NA
Fees (Upfront/Deferred):2.0% / 3.5%
Lawyers:
Issuer's Counsel:Weil, Gotshal & Manges LLP
Underwriter's Counsel:Akin Gump Strauss Hauer & Feld LLP
Presentation 8/13 UHS Website THL Website Press Release Prelim Proxy 8-23-18

 

PROPOSED BUSINESS COMBINATION


ESTIMATED CURRENT FUNDS in TRUST: $462.1 Million
CURRENT PER SHARE REDEMPTION PRICE:  (Not Disclosed as of August 13, 2018)
IMPLIED ENTERPRISE VALUE: $ 1.74 Billion

Federal Street Acquisition Corp. proposes to acquire 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. (“IPC”).

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.

  • Under the terms of the agreement, FSAC and UHS will combine under a new holding company to be named Agiliti, Inc. (“Agiliti”)
  • Agiliti 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.

FSAC-Transaction-Summary


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.

 

FEDERAL STREET MANAGEMENT & BOARD


Executive Officers

Art G. McAleer, 48
President

Mr. McAleer is an Executive Advisor to THL with over twenty five years of finance and operating experience and a demonstrated track record of effective leadership and building value organically and through acquisitions. Prior to joining THL, Mr. McAleer held leadership roles at Covidien PLC, Thermo Fisher Scientific and its predecessor Fisher Scientific International and Asymmetry Inc. Before these roles, Mr. McAleer was a consultant at McKinsey & Co. and worked at Credit Suisse First Boston. He holds a B.A. from Middlebury College and an M.B.A. from the Amos Tuck School at Dartmouth College.


Charles P. Holden, 48
CFO

Mr. Holden is a Managing Director and Chief Financial Officer at THL. Prior to joining THL in 1999, Mr. Holden worked in various financial positions at Bracebridge Capital (formerly Farallon Fixed Income Associates), Wellington Management Company, Harvard Management Company and State Street Bank. Mr. Holden is a founding member and a former director of the Private Equity CFO Association and a member of the Hedge Fund CFO Association. Mr. Holden holds a B.S. in Finance from the University of Massachusetts, Dartmouth and an M.B.A., Beta Gamma Sigma, from Suffolk University.


Shari H. Wolkon, 48
General Counsel and Secretary

Ms. Wolkon is a Managing Director and General Counsel at THL. Prior to joining THL in 2007, Ms. Wolkon was a corporate partner at Ropes & Gray LLP, where she specialized in private equity transactions, public company mergers and acquisitions, and securities law compliance. Ms. Wolkon holds an A.B. in Economics from Princeton University, an M.B.A. from the Johnson Graduate School of Management at Cornell University and a J.D. from Cornell Law School.


Board of Directors

Scott M. Sperling, 59
Executive Chairman

Mr. Sperling is currently a Co-President of THL, which he has led for over 20 years. Mr. Sperling’s current and prior directorships include Thermo Fisher Scientific, Experian Information Solutions, Houghton Mifflin Co., iHeartMedia, Inc., Madison Square Garden Company, ProcureNet, ProSiebenSat.1, Univision Communications, Inc., Warner Music Group, Fisher Scientific, Front Line Management Companies, Inc., The Learning Company, PriCellular Corp, Wyndham Hotels and several other private companies. Prior to joining THL, Mr. Sperling was, for more than ten years, managing partner of The Aeneas Group, Inc., the private capital affiliate of Harvard Management Company. Before that he was a senior consultant with the Boston Consulting Group. Mr. Sperling holds a B.S. from Purdue University and an M.B.A. from Harvard Business School.


Kent R. Weldon, 50
Vice Chairman and Director

Mr. Weldon is currently a Managing Director and member of the Management Committee at THL. He joined THL in 1991 and has served as co-head of THL’s Consumer & Healthcare group for the last ten years. Mr. Weldon is currently a director of Bargain Hunt, CTI Foods, Give and Go Prepared Foods Corp. and Phillips Pet Food & Supplies. His prior directorships include Acosta Sales and Marketing, iHeartMedia, Inc., CMP Susquehanna Corp., Nortek, Inc., FairPoint Communications, Inc., Fisher Scientific International, Michael Foods, Progressive Moulded Products and Syratech Corporation. Prior to joining THL, Mr. Weldon worked at Morgan Stanley & Co. Incorporated and Wellington Management Company. Mr. Weldon holds a B.A. in Economics and Arts and Letters Program for Administrators from the University of Notre Dame and an M.B.A. from Harvard Business School.


Michael A. Bell, 62
Director

Mr. Bell has served as Chairman and Chief Executive Officer of Inventiv Health, Inc. since September 2014. Mr. Bell served as Inventiv Health, Inc.’s Chief Operating Officer from May 2014 until his appointment as Chairman and Chief Executive Officer. From 1998 until he joined Inventiv Health, Inc., Mr. Bell was a Managing Partner and Founder of Monitor Clipper Partners, a private equity firm where he invested in companies in the professional services, procurement outsourcing and biopharmaceutical services industries. Mr. Bell also served as Senior Executive Vice President of John Hancock Financial Services, Inc., reporting to the Chairman and Chief Executive Officer, from 2001 until the business was sold to Manulife Financial Corporation in 2004. In 1983, Mr. Bell was a founder of Monitor Group, a management consulting firm engaged across the healthcare delivery system, and was a member of the firm’s leadership team until 1998 when he joined Monitor Clipper Partners, LLC. Mr. Bell holds a B.S. in Economics from the Wharton School at the University of Pennsylvania and an M.B.A. from Harvard Business School.


Gary L. Gottlieb, 62
Director

Dr. Gottlieb has served as the Chief Executive Officer of Partners In Health since March 2015. From 2010 until February of 2015, he served as president and Chief Executive Officer of Partners HealthCare, the parent of the Brigham and Women’s and Massachusetts General Hospitals. Dr. Gottlieb currently serves as Chairman of the Board of Directors of the Federal Reserve Bank of Boston. Dr. Gottlieb also serves as a professor of psychiatry at Harvard Medical School and a member of the National Academy of Medicine. He served as President of Brigham and Women’s Hospital, as President of North Shore Medical Center, and as Chairman of Partners Psychiatry. Dr. Gottlieb also serves as a Director of Kyruus, Inc., OM1, Inc. and Inventiv Health, Inc. and as an Executive Partner of Flare Capital Partners. Dr. Gottlieb earned an M.B.A from the Wharton Graduate School of Business Administration and an M.D. from the Albany Medical College of Union University in a six-year accelerated biomedical program.


Henry A. McKinnell, 74
Director

Mr. McKinnell is Chairman of the Board of Directors of Moody’s Corporation. Dr. McKinnell served as the Chief Executive Officer of Optimer Pharmaceuticals, Inc. from February 2013 until October 31, 2013. He served as Chairman of the Board of Pfizer Inc., a pharmaceutical company, from May 2001 until his retirement in December 2006 and Chief Executive Officer from January 2001 to July 2006. He served as President of Pfizer Inc. from May 1999 to May 2001, and as President of Pfizer Pharmaceuticals Group from January 1997 to April 2001. Dr. McKinnell served as Chief Operating Officer of Pfizer Inc. from May 1999 to December 2000 and as Executive Vice President from 1992 to 1999. He is Chairman Emeritus of the Connecticut Science Center and is a member of the Academic Alliance for AIDS Care and Prevention in Africa. He also currently serves as a director of ViewRay, Inc. and ChemoCentryx, Inc. He served as Chairman of Optimer Pharmaceuticals, Inc. until 2013, Emmaus Life Sciences until 2015 and Accordia Global Health Foundation until 2016. He served as a director of Angiotech Pharmaceuticals, Inc. until 2011, Pfizer Inc. and ExxonMobil Corporation until 2007 and John Wiley & Sons until 2005. Mr. McKinnell holds a B.A. in Business from the University of British Columbia, and M.B.A. and Ph.D. degrees from the Stanford University Graduate School of Business.


Paul M. Montrone, 76
Director

Dr. Montrone has served as President of Bayberry Financial Services Corporation since January 2016. He has also served as Manager of Latona Partners LLC since June 2015. From 1994 until December 2015, Dr. Montrone served as Chairman at Liberty Lane Service Company. Previously, Dr. Montrone served in various executive and director positions at the Foundation for the National Institutes of Health, Fisher Scientific International Inc., Wheelabrator Technologies Inc. and The Signal Companies, Inc. and its successor, AlliedSignal Inc. (now Honeywell International Inc.). Dr. Montrone also served in numerous roles for a number of private and public companies as well as charitable organizations. He graduated from the University of Scranton in 1962 and has a Ph.D. from Columbia University.













 



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