0001104659-19-000904.txt : 20190104 0001104659-19-000904.hdr.sgml : 20190104 20190104185857 ACCESSION NUMBER: 0001104659-19-000904 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190104 FILED AS OF DATE: 20190104 DATE AS OF CHANGE: 20190104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THL AGILITI LLC CENTRAL INDEX KEY: 0001756402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38153 FILM NUMBER: 19511768 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 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38153 FILM NUMBER: 19511769 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: SPERLING SCOTT M CENTRAL INDEX KEY: 0001214212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38153 FILM NUMBER: 19511770 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: WELDON KENT R CENTRAL INDEX KEY: 0001214214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38153 FILM NUMBER: 19511771 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 EQUITY FUND VIII INVESTORS (AGILITI), L.P. CENTRAL INDEX KEY: 0001763334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38153 FILM NUMBER: 19511772 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Federal Street Acquisition Corp. CENTRAL INDEX KEY: 0001701821 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 4 1 a4.xml 4 X0306 4 2019-01-04 1 0001701821 Federal Street Acquisition Corp. FSAC 0001756402 THL AGILITI LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001701842 FS Sponsor LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001214212 SPERLING SCOTT M C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001214214 WELDON KENT R C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001763334 THL EQUITY FUND VIII INVESTORS (AGILITI), L.P. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 Class A Common Stock, par value $0.0001 per share 2019-01-04 4 C 0 11400000 A 98195398 I See footnotes Class A Common Stock, par value $0.0001 per share 2019-01-04 4 D 0 98195398 D 0 I See footnotes Class F Common Stock, par value $0.0001 per share 2019-01-04 4 C 0 11400000 D Class A Common Stock, par value $0.0001 per share 11400000 0 I See footnotes See Exhibit 99.1 for text of footnotes. See Exhibit 99.1 for text of footnotes. See Exhibit 99.1 for text of footnotes. See Exhibit 99.1 for text of footnotes. See Exhibit 99.1 for text of footnotes. Each of the Reporting Persons may be deemed a director by deputization as a result of Mr. Scott M. Sperling, the Co-President of Thomas H. Lee Partners, L.P. and a member of the management committee of FS Sponsor LLC, and Kent R. Weldon, a Managing Director of Thomas H. Lee Partners, L.P. and a member of the management committee of FS Sponsor LLC, 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 split 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/ Charles P. Holden Name: Charles P. Holden Title: Managing Director 2019-01-04 EX-99.1 2 ex-99d1.htm EX-99.1

Exhibit 99.1

 

Footnotes to Form 4

 

(1) Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of the Issuer’s Class F Common Stock, par value $0.0001 per share (“Class F Common Stock”), automatically converted into shares of Issuer’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), on a one-for-one basis, on January 4, 2019 at the time of the Issuer’s initial business combination. The Class F Common Stock had no expiration date.

 

(2) In accordance with the Amended and Restated Agreement and Plan of Merger, dated as of December 19, 2018 by and among the Issuer, Agiliti, Inc., Agiliti Holdco, Inc. and the other parties thereto, at the closing of the business combination contemplated thereby, THL Agiliti LLC (“THL Agiliti”) disposed of 98,195,398 shares of the Issuer’s Class A Common Stock in exchange for an aggregate 98,195,398 shares of common stock of Agiliti, Inc.

 

(3) 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 and Kent R. Weldon.  This Form 4 is in two parts and is jointly filed with the reporting persons in both parts (collectively, the “Reporting Persons”). See Remarks.

 

(4) 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.

 

(5) 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 ex-99d2.htm 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, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

Designated Filer:

THL Agiliti LLC

 

Signature:

 

THL AGILITI LLC

 

By:

/s/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Managing Director

 

 

Dated: January 4, 2019

 

 

Joint Filer Information

 

Name of Joint Filer:

Thomas H. Lee Advisors

 

 

Address of Joint Filer:

c/o Thomas H. Lee Partners, L.P.

 

100 Federal Street, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

Designated Filer:

THL Agiliti LLC

 

Signature:

 

THOMAS H. LEE ADVISORS

 

By: THL Holdco, LLC, its Managing Member

 

By:

/s/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Managing Director

 

 

Dated: January 4, 2019

 

 

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, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

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/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Managing Director

 

 

Dated: January 4, 2019

 

 

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, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

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/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Managing Director

 

 

Dated: January 4, 2019

 

 

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, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

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/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Managing Director

 

 

Dated: January 4, 2019

 

 

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, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

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/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Managing Director

 

 

Dated: January 4, 2019

 

 

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, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

Designated Filer:

THL Agiliti LLC

 

Signature:

 

THL EQUITY ADVISORS VIII, LLC

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/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Managing Director

 

 

Dated: January 4, 2019

 

 

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, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

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/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Managing Director

 

 

Dated: January 4, 2019

 

 

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, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

Designated Filer:

THL Agiliti LLC

 

Signature:

 

THL HOLDCO, LLC

 

By:

/s/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Managing Director

 

 

Dated: January 4, 2019

 

 

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, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

Designated Filer:

THL Agiliti LLC

 

Signature:

 

FS SPONSOR LLC

 

By:

/s/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Attorney-in-Fact

 

 

Dated: January 4, 2019

 

 

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, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

Designated Filer:

THL Agiliti LLC

 

Signature:

 

By:

/s/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Attorney-in-Fact for Scott M. Sperling

 

 

Dated: January 4, 2019

 

 

Joint Filer Information

 

(continued)

 

Name of Joint Filer:

Kent R. Weldon

 

 

Address of Joint Filer:

c/o Thomas H. Lee Partners, L.P.

 

100 Federal Street, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

Designated Filer:

THL Agiliti LLC

 

Signature:

 

By:

/s/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Attorney-in-Fact for Kent R. Weldon

 

 

Dated: January 4, 2019

 

 

Joint Filer Information

 

(continued)

 

Name of Joint Filer:

THL Managers VIII, LLC

 

 

Address of Joint Filer:

c/o Thomas H. Lee Partners, L.P.

 

100 Federal Street, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

Designated Filer:

THL Agiliti LLC

 

Signature:

 

THL MANAGERS VIII, LLC

 

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/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Managing Director

 

 

Dated: January 4, 2019

 

 

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, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

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/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Managing Director

 

 

Dated: January 4, 2019

 

 

Joint Filer Information

 

(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, 35th Floor

 

Boston, MA 02110

 

 

Relationship of Joint Filer to Issuer:

10% Owner / Director

 

 

Issuer Name and Ticker or Trading Symbol:

Federal Street Acquisition Corp. [FSAC]

 

 

Date of Earliest Transaction Required to be Reported (Month/Day/Year):

January 4, 2019

 

 

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/ Charles P. Holden

 

 

Name: Charles P. Holden

 

 

Title: Managing Director

 

 

Dated: January 4, 2019