Federal Street Acquisition Corp. (NasdaqCM:FSAC) (“FSAC”) entered into a letter of intent to acquire UHS Holdco Inc. (‘UHS’) from Irving Place Capital Management LP (“IPC”) and other shareholders on May 29, 2018. Federal Street Acquisition Corp. entered into a definitive merger agreement to acquire UHS Holdco Inc. (‘UHS’) from Irving Place Capital Management LP and other shareholders for approximately $1.6 billion on August 13, 2018. Under the terms of the agreement, FSAC and UHS will combine under a new holding company to be named, Agiliti Inc., which has applied to list its common stock and warrants on NASDAQ under the symbols "AGTI" and "AGTIW," respectively. On December 19, 2018, FSAC entered into an amended and restated merger agreement pursuant to which the parties agreed to reduce the aggregate consideration to be paid to approximately $1.4 billion. After the closing, the merger consideration will be adjusted to account for the difference between the estimated merger consideration and the final merger consideration. The consideration will now be payable solely in cash, rather than a combination of cash and common stock, other than the rollover by Agiliti Holdco option holders of a portion of their equity interests. As a result of the transaction FSAC will become a wholly owned subsidiary of Agiliti and the holders of FSAC's Class A common stock and Class F common stock will receive shares of common stock of Agiliti and UHS Holdco will become a wholly owned subsidiary of FSAC and the selling equityholders (holders of equity interests in UHS Holdco, including common stock, options and restricted stock units) will receive the purchase price to be paid in a combination of equity and cash. The equity consideration will consist of newly issued shares of common stock of Agiliti and fully-vested options to purchase shares of common stock of Agiliti to be distributed to the Selling Equityholders equal in aggregate value to $335 million. The amount of equity consideration may be decreased (and cash consideration increased) to the extent of cash available following cash payments required by the agreement, including payments to any FSAC public stockholders electing redemption of their FSAC Class A common stock. The remainder of the merger consideration will be paid in cash. 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. At the closing, Agiliti shall deposit or cause to be deposited $10 million with Continental Stock Transfer which shall be released within two business days following the determination of the final closing statement, the final closing net working capital, final closing cash, final closing indebtedness and final closing company transaction expenses. The consideration is subject to certain adjustments, including reduction for indebtedness and certain transaction expenses and subject to a working capital adjustment. Each UHS option shall be automatically cancelled and converted into the right to receive cash in an amount equal to the product of the number of cash-settled options multiplied by the per share amount, minus the portion of the aggregate option exercise price, minus the applicable withholding amount. FSAC’s existing warrants will become warrants to purchase Agiliti common stock in accordance with their terms. Following completion of transaction, FS Sponsor 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. The transaction will be funded by $460 million of cash from Federal Street, raised from its IPO, $660 million of newly raised debt, $17 million of rollover of existing capital leases and $238 million in existing shareholder rollover. FSAC has secured commitments for a $250 million common stock private placement from institutional investors at a price of $10 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 Thomas H. Lee Partners LP, the private equity sponsor of FSAC. FSAC has entered into a debt commitment agreement with JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., and KeyBanc Capital Markets Inc., 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. The lenders have also committed to provide a $150 million revolving credit facility. 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. FSAC will pay a termination fee of $1.5 million in an event of termination of agreement by it. UHS had LTM consolidated revenues of $539 million, adjusted EBITDA of $145.9 million, net income of $42.8 million. Upon consummation of the transaction, Tom Leonard from UHS will lead the combined 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. The agreement no longer contains a condition related to the maximum equity consideration that may be paid to the selling equity holders. The agreement continues to contain a minimum cash condition and to ensure that FSAC has entered into an amended and restated subscription agreement which provides for the purchase by THL Stockholder of a number of shares of FSAC common stock at a price of $8.50 per share, not to exceed $750 million in aggregate. Daniel Kay, Chance Goldberg, Robert Meyer, and Teresita Acedo of Simpson Thacher acted as legal advisor for JPMorgan. Federal Street Acquisition Corp. (NasdaqCM:FSAC) (“FSAC”) completed the acquisition of UHS Holdco Inc. (‘UHS’) from Irving Place Capital Management LP (“IPC”) and other shareholders on January 4, 2019.