EX-99.1

0000950170-24-054060.txt : 20240507 0000950170-24-054060.hdr.sgml : 20240507 20240507103357 ACCESSION NUMBER: 0000950170-24-054060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20240507 FILED AS OF DATE: 20240507 DATE AS OF CHANGE: 20240507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPERLING SCOTT M CENTRAL INDEX KEY: 0001214212 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40361 FILM NUMBER: 24920229 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nelson Joshua M CENTRAL INDEX KEY: 0001375529 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40361 FILM NUMBER: 24920231 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: FLOOR 35 CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bell Michael Adam CENTRAL INDEX KEY: 0001406455 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40361 FILM NUMBER: 24920232 MAIL ADDRESS: STREET 1: TWO CANAL PARK CITY: CAMBRIDGE STATE: MA ZIP: 02141 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL EQUITY FUND VIII INVESTORS (AGILITI), L.P. CENTRAL INDEX KEY: 0001763334 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40361 FILM NUMBER: 24920234 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: (617) 227-1050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FS Sponsor LLC CENTRAL INDEX KEY: 0001701842 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40361 FILM NUMBER: 24920233 BUSINESS ADDRESS: STREET 1: C/O THOMAS H LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-227-1050 MAIL ADDRESS: STREET 1: C/O THOMAS H LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL AGILITI LLC CENTRAL INDEX KEY: 0001756402 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40361 FILM NUMBER: 24920235 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-227-1050 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PREINER MEGAN M CENTRAL INDEX KEY: 0001756785 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40361 FILM NUMBER: 24920230 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AGILITI, INC. \DE CENTRAL INDEX KEY: 0001749704 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS EQUIPMENT RENTAL & LEASING [7350] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11095 VIKING DRIVE, SUITE 300 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 952-893-3200 MAIL ADDRESS: STREET 1: 11095 VIKING DRIVE, SUITE 300 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 4 1 ownership.xml 4 X0508 4 2024-05-07 true 0001749704 AGILITI, INC. \DE AGTI 0001756402 THL AGILITI LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET BOSTON MA 02110 true false true false 0001763334 THL EQUITY FUND VIII INVESTORS (AGILITI), L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET BOSTON MA 02110 true false true false 0001701842 FS Sponsor LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET BOSTON MA 02110 true false true false 0001406455 Bell Michael Adam C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET BOSTON MA 02110 true false true false 0001375529 Nelson Joshua M C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET BOSTON MA 02110 true false true false 0001756785 PREINER MEGAN M C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET BOSTON MA 02110 true false true false 0001214212 SPERLING SCOTT M C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET BOSTON MA 02110 true false true false false Common Stock, par value $0.0001 per share 2024-05-07 4 D false 98195398 D 0 I See footnotes See Exhibit 99.1 for text of Footnote 1. See Exhibit 99.1 for text of Footnote 2. See Exhibit 99.1 for text of Footnote 3. See Exhibit 99.1 for text of Footnote 4. Each of the Reporting Persons may be deemed a director by deputization as a result of Scott M. Sperling, the Co-Chief Executive Officer of Thomas H. Lee Partners, L.P ("THL") and co-chair of THL's Management Committee, and a member of the management committee of FS Sponsor LLC, and Michael A. Bell, a Managing Director of THL, and Joshua M. Nelson, a Managing Director of THL and a member of THL's Management Committee and a member of the management committee of FS Sponsor LLC and Megan M. Preiner, a Managing Director at THL, serving on the board of directors of the Issuer. Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the second of two Form 4s. The Form 4 has been divided into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer, THL Agiliti LLC. THL AGILITI LLC By: /s/ Joshua M. Nelson Name: Joshua M. Nelson Title: Authorized Signatory 2024-05-07 EX-99.1 2 agti-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Footnotes to Form 4

(1) On May 7, 2024, Agiliti, Inc. (the “Company”), completed its merger with Apex Intermediate Holdco, Inc. (“Parent”), and Apex Merger Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the “Surviving Corporation” and such merger, the “Merger”). Immediately prior to the Merger, THL Agiliti LLC (“THL Agiliti”) contributed all of its shares of common stock of the Company to Parent, pursuant to the Contribution Agreement, dated as of May 6, 2024, by and among the Company, Parent, THL Agiliti and Thomas J. Leonard.

(2) This report is being filed by the following reporting persons: THL Agiliti, THL Equity Fund VIII Investors (Agiliti), L.P. (“THL Agiliti VIII”), FS Sponsor LLC (“Sponsor”), Scott M. Sperling, Michael A. Bell, Joshua M. Nelson and Megan M. Preiner. This Form 4 is in two parts and is jointly filed with the reporting persons in both parts (collectively, the “Reporting Persons”). See Remarks.

(3) Voting and investment determinations with respect to the securities held by THL Agiliti listed in this report are made by unanimous consent of its members. Sponsor is a member of THL Agiliti. THL Holdco, LLC (“Holdco”) is the managing member of Thomas H. Lee Advisors, LLC, which is the general partner of Thomas H. Lee Partners, L.P. (“THL Partners”), which in turn is the sole member of THL Equity Advisors VIII, LLC (“Equity Advisors”). Equity Advisors is the general partner of THL Agiliti VIII. Voting and investment determinations with respect to the securities beneficially owned by Holdco listed in this report are made by a management committee.

(4) Each of the Reporting Persons disclaims beneficial ownership of the securities listed in this report, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person’s pecuniary interest therein.

EX-99.2 3 agti-ex99_2.htm EX-99.2 EX-99.2

Exhibit 99.2

Joint Filer Information


Name of Joint Filer:	THL Agiliti LLC
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	10% Owner / Director
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:

THL AGILITI LLC


By:	/s/ Joshua M. Nelson
	Name: Joshua M. Nelson
	Title: Managing Director

Dated: May 7, 2024

Joint Filer Information


Name of Joint Filer:	Thomas H. Lee Advisors, LLC
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	10% Owner
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:

THOMAS H. LEE ADVISORS, LLC


By:	THL Holdco, LLC, its Managing Member
By:	/s/ Joshua M. Nelson
	Name: Joshua M. Nelson
	Title: Managing Director

Dated: May 7, 2024

Joint Filer Information

(continued)


Name of Joint Filer:	Thomas H. Lee Equity Fund VIII, L.P.
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	10% Owner
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


THOMAS H. LEE EQUITY FUND VIII, L.P.
By:	THL Equity Advisors VIII, LLC, its General Partner
By:	Thomas H. Lee Partners, L.P., its Sole Member
By:	Thomas H. Lee Advisors, LLC, its General Partner
By:	THL Holdco, LLC, its Managing Member
By:	/s/ Joshua M. Nelson
	Name: Joshua M. Nelson
	Title: Managing Director

Dated: May 7, 2024

Joint Filer Information

(continued)


Name of Joint Filer:	Thomas H. Lee Parallel Fund VIII, L.P.
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	10% Owner
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


THOMAS H. LEE PARALLEL FUND VIII, L.P.
By:	THL Equity Advisors VIII, LLC, its General Partner
By:	Thomas H. Lee Partners, L.P., its Sole Member
By:	Thomas H. Lee Advisors, LLC, its General Partner
By:	THL Holdco, LLC, its Managing Member
By:	/s/ Joshua M. Nelson
	Name: Joshua M. Nelson
	Title: Managing Director

Dated: May 7, 2024

Joint Filer Information

(continued)


Name of Joint Filer:	THL Executive Fund VIII, L.P.
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	10% Owner
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


THL EXECUTIVE FUND VIII, L.P.
By:	THL Equity Advisors VIII, LLC, its General Partner
By:	Thomas H. Lee Partners, L.P., its Sole Member
By:	Thomas H. Lee Advisors, LLC, its General Partner
By:	THL Holdco, LLC, its Managing Member
By:	/s/ Joshua M. Nelson
	Name: Joshua M. Nelson
	Title: Managing Director

Dated: May 7, 2024

Joint Filer Information

(continued)


Name of Joint Filer:	THL Fund VIII Coinvestment Partners, L.P.
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	10% Owner
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


THL FUND VIII COINVESTMENT PARTNERS, L.P.
By:	Thomas H. Lee Partners, L.P., its General Partner
By:	Thomas H. Lee Advisors, LLC, its General Partner
By:	THL Holdco, LLC, its Managing Member
By:	/s/ Joshua M. Nelson
	Name: Joshua M. Nelson
	Title: Managing Director

Dated: May 7, 2024

Joint Filer Information

(continued)


Name of Joint Filer:	THL Equity Advisors VIII, LLC
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	10% Owner
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


THL EQUITY ADVISORS VIII, LLC
By:	Thomas H. Lee Partners, L.P., its Sole Member
By:	Thomas H. Lee Advisors, LLC, its General Partner
By:	THL Holdco, LLC, its Managing Member
By:	/s/ Joshua M. Nelson
	Name: Joshua M. Nelson
	Title: Managing Director

Dated: May 7, 2024

Joint Filer Information

(continued)


Name of Joint Filer:	Thomas H. Lee Partners, L.P.
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	10% Owner
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


THOMAS H. LEE PARTNERS, L.P.
By:	Thomas H. Lee Advisors, LLC, its General Partner
By:	THL Holdco, LLC, its Managing Member
By:	/s/ Joshua M. Nelson
	Name: Joshua M. Nelson
	Title: Managing Director

Dated: May 7, 2024

Joint Filer Information

(continued)


Name of Joint Filer:	THL Holdco, LLC
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	10% Owner
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


THL HOLDCO, LLC
By:	/s/ Joshua M. Nelson
	Name: Joshua M. Nelson
	Title: Managing Director

Dated: May 7, 2024

Joint Filer Information

(continued)


Name of Joint Filer:	FS Sponsor LLC
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	10% Owner
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


FS SPONSOR LLC
By:	/s/ Joshua M. Nelson
	Name: Joshua M. Nelson
	Title: Managing Director

Dated: May 7, 2024

Joint Filer Information

(continued)


Name of Joint Filer:	Scott M. Sperling
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	Director
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


By:	/s/ Scott M. Sperling
	Name: Scott M. Sperling

Dated: May 7, 2024

Joint Filer Information

(continued)


Name of Joint Filer:	Michael A. Bell
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	Director
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


By:	/s/ Michael A. Bell
	Name: Michael A. Bell

Dated: May 7, 2024

Joint Filer Information

(continued)


Name of Joint Filer:	Joshua M. Nelson
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	Director
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


By:	/s/ Joshua M. Nelson
	Name: Joshua M. Nelson

Dated: May 7, 2024

Joint Filer Information

(continued)


Name of Joint Filer:	Megan M. Preiner
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	Director
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


By:	/s/ Megan M. Preiner
	Name: Megan M. Preiner

Dated: May 7, 2024

(continued)


Name of Joint Filer:	THL Managers VIII, LLC
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	10% Owner
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


THL MANAGERS VIII, LLC
By:	Thomas H. Lee Partners, L.P., its Sole Member
By:	Thomas H. Lee Advisors, LLC, its General Partner
By:	THL Holdco, LLC, its Managing Member
By:	/s/ Joshua M. Nelson
	Name: Joshua M. Nelson
	Title: Managing Director

Dated: May 7, 2024

(continued)


Name of Joint Filer:	Thomas H. Lee Partners, L.P.
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	10% Owner
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


THOMAS H. LEE PARTNERS, L.P.
By:	Thomas H. Lee Advisors, LLC, its General Partner
By:	THL Holdco, LLC, its Managing Member
By:	/s/ Joshua M. Nelson
	Name: Joshua M. Nelson
	Title: Managing Director

Dated: May 7, 2024

(continued)


Name of Joint Filer:	THL Equity Fund VIII Investors (Agiliti), L.P.
Address of Joint Filer:	c/o Thomas H. Lee Partners, L.P.
	100 Federal Street
	Boston, MA 02110
Relationship of Joint Filer to Issuer:	10% Owner
Issuer Name and Ticker or Trading Symbol:	Agiliti, Inc. [AGTI]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):	May 7, 2024
Designated Filer:	THL Agiliti LLC

Signature:


THL EQUITY FUND VIII INVESTORS (AGILITI), L.P.
By:	THL Equity Advisors VIII, LLC, its General Partner
By:	Thomas H. Lee Partners, L.P., its Sole Member
By:	Thomas H. Lee Advisors, LLC, its General Partner
By:	THL Holdco, LLC, its Managing Member
By:	/s/ Joshua M. Nelson
	Name: Joshua M. Nelson
	Title: Managing Director

Dated: May 7, 2024