8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 13, 2018

UNIVERSAL HOSPITAL SERVICES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-20086	41-0760940
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6625 West 78th Street, Suite 300

Minneapolis, Minnesota  55439-2604

(Address of Principal Executive Offices)

(Zip code)

952-893-3200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01              Other Events.

Merger Agreement

On August 13, 2018, UHS Holdco, Inc., a Delaware corporation (“UHS”), the parent company of Universal Hospital Services, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) to effect a business combination, by and among UHS, Federal Street Acquisition Corp. (“FSAC”), Agiliti, Inc., a Delaware corporation and a wholly-owned subsidiary of FSAC (“Agiliti”), Umpire SPAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Agiliti (“FSAC Merger Sub”), Umpire Equity Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Agiliti (“Umpire Equity Merger Sub”), Umpire Cash Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of FSAC Merger Sub (“Umpire Cash Merger Sub” and together with Umpire Equity Merger Sub, the “UHS Merger Subs”, the UHS Merger Subs collectively with FSAC Merger Sub, the “Merger Subs”, and the Merger Subs together with Agiliti and FSAC, the “FSAC Parties”), IPC/UHS Co-Investment Partners, L.P., a Delaware limited partnership, solely in its capacity as a Majority Stockholder, and IPC/UHS, L.P., a Delaware limited partnership, solely in its capacity as a Majority Stockholder and the Stockholders’ Representative (together with IPC/UHS Co-Investment Partners, L.P., the “Majority Stockholders”).

Pursuant to the Merger Agreement, a business combination between FSAC and UHS (the “Business Combination”) will be effected through (a) the merger of FSAC Merger Sub with and into FSAC, with FSAC surviving such merger (the “FSAC Merger”); (b) immediately after the FSAC Merger, the merger of UHS Equity Merger Sub with and into UHS, with UHS surviving such merger (“UHS Merger 1”); (c) immediately after UHS Merger 1, the merger of UHS Cash Merger Sub with and into UHS, with UHS surviving such merger (“UHS Merger 2”, and together with UHS Merger 1, the “UHS Mergers” and the UHS Mergers collectively with the FSAC Merger, the “Mergers”); and (d) immediately after the Mergers, Agiliti will contribute its UHS capital stock to FSAC. As a result of the Mergers and the contribution, FSAC will become a wholly-owned subsidiary of Agiliti, UHS will become a wholly-owned subsidiary of FSAC, and Agiliti will become a publicly traded company.

The aggregate purchase price for the Business Combination and related transactions implies an initial enterprise value for the combined company of approximately $1.74 billion.  The consideration to be paid to holders of equity interests in UHS will be approximately $1.58 billion, subject to certain adjustments contained in the Merger Agreement, including reduction for indebtedness and certain transaction expenses and subject to a working capital adjustment. The purchase price will be paid in a combination of stock and cash consideration. The stock consideration will consist of a number of newly issued shares of Agiliti’s common stock to be distributed to equity holders of UHS approximately equal to $335.0 million (the “Maximum Stock Consideration Amount”) divided by $10.00. The amount of stock consideration may be decreased (and cash consideration increased) to the extent of cash available following cash payments required by the Merger 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.

The proposed Business Combination is expected to be consummated after the required approval by the stockholders of FSAC and the satisfaction of certain other conditions summarized below. It is currently anticipated that the Company will issue a notice of redemption with respect to its outstanding second lien notes immediately prior to the Mergers and that these notes would be redeemed approximately 30 days following the closing date of the Business Combination.

Representations and Warranties

The Merger Agreement contains representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, formation and authority, (b) authorization to enter into the Merger Agreement, (c) capital structure, (d) consents and approvals, (e) financial statements, (f) liabilities, (g) real estate, (h) litigation, (i) material contracts, (j) taxes, (k) title to assets, (l) absence of changes, (m) environmental matters, (n) employee matters, (o) licenses and permits, (p) compliance with laws, and (q) regulatory matters.

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Covenants

The Merger Agreement includes customary covenants of the parties thereto with respect to operation of the business prior to consummation of the Business Combination and the preparation and filing with the Securities and Exchange Commission (“SEC”) of a Registration Statement on Form S-4, in which a proxy statement of FSAC will be included as a prospectus (the “proxy statement/prospectus”).

Conditions to Consummation of the Mergers

General Conditions

Consummation of the Business Combination is conditioned upon, among other things, (i) no order prohibiting the consummation of the Mergers shall be in force, (ii) the waiting periods applicable to the transactions contemplated by the Merger Agreement under the Hart Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated, (iii) the approval by FSAC’s stockholders of the Business Combination and other related transactions at a special meeting of such holders shall have been obtained, (iv) the Registration Statement on Form S-4 shall have become effective and no stop order suspending the effectiveness of such Registration Statement shall be in effect and no proceedings for that purpose pending before or threatened by the SEC, (v) the redemption of shares of FSAC’s Class A common stock from holders of such stock who have elected such redemption shall have been completed in accordance with the terms of the Merger Agreement and the proxy statement/prospectus, (vi) FSAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) remaining, and (vii) there shall be a minimum amount of cash available to complete the Business Combination.

FSAC Parties’ Conditions

The obligations of the FSAC Parties to consummate the Business Combination are also conditioned upon, among other things, (i) there shall not have occurred a material adverse effect on UHS, and (ii) receipt by the FSAC Parties of the written consent by holders of UHS common stock sufficient to approve the transactions contemplated by the Merger Agreement (including the Majority Stockholders with respect to their shares of UHS common stock).

UHS’ Conditions

The obligations of UHS to consummate the Business Combination are also conditioned upon, among other things, the Maximum Stock Consideration Amount not exceeding $335.0 million; provided that, subject to limitations, such amount may be increased, solely at UHS’ election, in the event there would otherwise be insufficient cash available to make the payments required under the Merger Agreement.

Termination

The Merger Agreement may be terminated at any time, but not later than the closing of the transactions contemplated therein (the “Closing”), as follows:

·by mutual written consent of the FSAC Parties and UHS;

·subject to certain cure periods, by either the FSAC Parties or UHS, as applicable, if there has been a breach of any representation, warranty, covenant or other agreement made by UHS or FSAC, as applicable, which would reasonably be expected to result in the failure of certain conditions;

·by either the FSAC Parties or UHS if the Closing has not occurred on or prior to December 31, 2018;

·by UHS if FSAC’s board of directors changes its recommendation in favor of the Business Combination;

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·by the FSAC Parties or UHS if the approval of the Business Combination and other proposals is not obtained at the special meeting of the stockholders of FSAC;

·by FSAC or UHS, at any time on or after the third day following the special meeting of stockholders of FSAC, if the Maximum Stock Consideration Amount exceeds $335.0 million and UHS has not delivered a valid Election Notice to cause such condition satisfied and to increase the Maximum Stock Consideration Amount, on or prior to such time;

·by the FSAC Parties or UHS, as applicable, if the applicable conditions to the consummation of the Closing (other than the minimum cash condition and the conditions to be satisfied at Closing) have been satisfied on the date that the Closing would otherwise have been consummated pursuant to the terms of the Merger Agreement, but FSAC or UHS, as applicable fails to consummate the Closing; or

·by FSAC if it has not received the written consent approving the Merger Agreement from the stockholders of UHS required to approve the Merger Agreement by the end of the second business day following the date that the Registration Statement on Form S-4 has been declared effective by the SEC.

The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the text of the Merger Agreement, a copy of which is expected to be filed as Exhibit 2.1 to a Current Report on Form 8-K to be filed by FSAC on or about August 13, 2018. Additional information regarding the Merger Agreement and the documents contemplated thereby are discussed in the Current Report on Form 8-K filed by FSAC on August 13, 2018.The representations and warranties contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties thereto, are subject to limitations agreed upon by the contracting parties, including being qualified by disclosures made for the purposes of allocating contractual risk among such parties instead of establishing these matters as facts, and are subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Agiliti, the FSAC Parties, UHS or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures.

Press Release

On August 13, 2018, FSAC issued a press release announcing the entry into the Merger Agreement. The press release is furnished hereto as Exhibit 99.1 and incorporated by reference herein.

Investor Presentation

Furnished as Exhibit 99.2 hereto and incorporated by reference herein is the investor presentation that will be used by FSAC in connection with the Business Combination.

The information contained in Exhibits 99.1and 99.2 is being furnished pursuant to Item 8.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Forward Looking Statements

Certain statements made herein include forward looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Specifically, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions

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of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside FSAC’s or UHS’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” in the Prospectus filed by FSAC with the SEC and those described in the section entitled “Risk Factors” in UHS’s annual report on Form 10-K for the year ended December 31, 2017 filed with the SEC, as well as UHS’s other filings with the SEC. Important factors, among others, that may affect actual results or outcomes include: the inability to complete the transactions contemplated by the proposed Business Combination; the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, the amount of cash available following any redemptions by FSAC stockholders; the ability to meet NASDAQ’s listing standards following the consummation of the transactions contemplated by the proposed Business Combination; and costs related to the proposed Business Combination.  Important factors that could cause the combined company’s actual results or outcomes to differ materially from those discussed in the forward-looking statements include: UHS’s history of net losses; the need for substantial cash to operate and expand the combined company’s business as planned; the combined company’s expected substantial outstanding debt following the business combination; a decrease in the number of patients the combined company’s customers serve; the combined company’s ability to effect change in the manner in which healthcare providers traditionally procure medical equipment; the absence of long-term commitments with customers; the combined company’s ability to renew contracts with group purchasing organizations and integrated delivery networks; changes in reimbursement rates and policies by third-party payors; the impact of healthcare reform initiatives; the impact of significant regulation of the healthcare industry and the need to comply with those regulations; the effect of prolonged negative changes in domestic and global economic conditions; difficulties or delays in the combined company’s continued expansion into certain of UHS’s businesses/geographic markets and developments of new businesses/geographic markets; additional credit risks in increasing business with home care providers and nursing homes, impacts of equipment product recalls or obsolescence; and increases in vendor costs that cannot be passed through to the combined company’s customers.

Neither FSAC nor UHS undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits — See Exhibit Index

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Federal Street Acquisition Corp. and Universal Hospital Services, Inc., dated August 13, 2018.
99.2	Investor Presentation of Federal Street Acquisition Corp. and Universal Hospital Services, Inc., dated August 13, 2018.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Universal Hospital Services, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Universal Hospital Services, Inc.
By:	/s/ James B. Pekarek
	James B. Pekarek
	Executive Vice President and Chief Financial Officer

Date: August 13, 2018

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FEDERAL STREET ACQUISITION CORP.

TO COMBINE WITH UNIVERSAL HOSPITAL SERVICES

Combined Company to be Named “Agiliti, Inc.” and Listed on Nasdaq Stock Market

Combined Company Positioned to Execute on Compelling Growth Opportunities in Healthcare Services Market
Under Leadership of Current Management Team

MINNEAPOLIS and BOSTON — (BUSINESS WIRE) — August 13, 2018 — Federal Street Acquisition Corp. (NASDAQ: FSACU, FSAC, FSACW) (“FSAC”), a special purpose acquisition company sponsored by an affiliate of Thomas H. Lee Partners, L.P. (“THL”), and the holding company of Universal Hospital Services, Inc. (“UHS” or the “Company”), a leading, nationwide provider of healthcare technology management and service solutions and a portfolio company of Irving Place Capital Management, L.P. (“IPC”), today announced that they have entered into a definitive merger agreement.

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

“We have long admired Tom Leonard and the incredible team at UHS and could not be more excited to partner with them as the Company enters an exciting, new chapter with a new name — Agiliti — which is emblematic of their everyday approach,” said Scott Sperling, Executive Chairman of FSAC and Co- President of THL. “UHS’s strong competitive position, broad range of high-value capabilities, and strong business model, make this a highly attractive investment opportunity for FSAC and THL. We look forward to contributing our operational and strategic expertise as the combined company builds on its proven platform, executes on its compelling growth objectives, and continues to deliver to its customers the industry’s best healthcare technology management and service solutions.”

“For nearly 80 years, UHS has provided market-leading equipment management services to the U.S. healthcare industry,” said Tom Leonard, Chief Executive Officer of UHS. “Throughout the Company’s evolution, our goal has always been to help customers manage the complexities of owning and maintaining medical equipment, so that caregivers have more time to focus on patients. Today, we serve more than 7,000 healthcare providers nationwide with an end-to-end solution called ‘Equipment Value Management’ that helps customers address important clinical, operational and financial objectives. The Company is well positioned in the market with strong momentum for continued value creation, and we are pleased to have the opportunity to advance our business as Agiliti, alongside our new partners at FSAC and THL.”

Upon consummation of the transaction, Tom Leonard will continue leading the 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.

IPC, UHS’s current private equity sponsor and majority owner, will retain a minority equity stake in the combined company.

John Howard, Co-Managing Partner of IPC said, “We are extremely proud of what UHS has accomplished since we acquired the business. The results we have achieved demonstrate the unique value UHS brings to its healthcare customers. This transaction will enable the Company to accelerate its existing growth initiatives and further maximize its market position under the leadership of a world-class management team. We look forward to the ongoing success of Agiliti as a public company.”

Transaction Summary

Along with the $460 million of cash held in a trust account raised from its initial public offering in July 2017, FSAC has secured commitments for a $250 million common stock private placement from institutional investors at a price of $10.00 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 THL. Assuming no redemptions by FSAC’s public stockholders, this entity 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, in each case, assuming no redemptions by FSAC’s public stockholders. FSAC’s existing warrants will become warrants to purchase Agiliti common stock in accordance with their terms.

FSAC has entered into a debt commitment agreement with certain lenders, pursuant to which the lenders have committed to make available to Agiliti a term loan of $660 million, the proceeds of which w ill be used to repay existing UHS indebtedness. It is currently anticipated that 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.  The lenders have also committed to provide a $150 million revolving credit facility.

The boards of directors of UHS and FSAC have unanimously approved the proposed transaction. Completion of the transaction, which is expected to occur in the fourth quarter of 2018, is subject to customary and other closing conditions, including regulatory approvals and FSAC stockholder approval. In addition to having the right to vote on the transactions, FSAC’s current public stockholders have the right to elect to have FSAC redeem their shares for cash in connection with the consummation of the transaction. The transaction is also conditioned upon there being sufficient cash, after giving effect to any redemptions, to pay the cash portion of the merger consideration, repay existing indebtedness and make other required cash payments at closing.  More information on these conditions will be contained in the preliminary proxy statement that FSAC intends to file with the Securities and Exchange Commission (“SEC”).

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.

Conference Call Information

UHS and FSAC will host a presentation to discuss the transaction beginning at 9 a.m. Eastern Time on Monday, August 13. Those who wish to view the presentation may access it here, or by visiting www.uhs.com/investors and selecting the “Presentations” tab. An audio form of the presentation will be available toll-free at 1-877-523-5612 using Conference ID 13682526.

The presentation will be available from 9 a.m. Eastern Time on August 13, 2018, to 11:59 pm Eastern Time on October 31, 2018, using the access information above.

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.

About Universal Hospital Services, Inc.

Universal Hospital Services, Inc. is a leading nationwide provider of healthcare technology management and service solutions to the healthcare industry. 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. More information is available at www.uhs.com.

About Federal Street Acquisition Corp.

Federal Street Acquisition Corp. is a special purpose acquisition company sponsored by an affiliate of Thomas H. Lee Partners, L.P., formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase or similar business combination with one or more businesses.

About Agiliti

Agiliti will be the company created by the business combination of Universal Hospital Services, Inc. and Federal Street Acquisition Corp. Agiliti builds on a legacy of nearly 80 years of market leading healthcare technology and service solutions to the U.S. healthcare industry, serving approximately 7,000 national, regional and local acute care hospitals and alternate site providers across the country. Agiliti intends to apply to list its common stock and warrants on the Nasdaq Stock Market under the ticker symbols “AGTI” and “AGTIW,” respectively.

About Thomas H. Lee Partners, L.P.

Thomas H. Lee Partners, L.P. is a premier private equity firm investing in middle market growth companies, headquartered in North America, exclusively in four industry sectors: Business & Financial Services, Consumer & Retail, Healthcare, and Media, Information Services & Technology. Using the firm’s deep domain expertise and the internal operating capabilities of its Strategic Resource Group, THL seeks to create deal sourcing advantages, and to accelerate growth and improve operations in its portfolio companies in partnership with management teams. Since its founding in 1974, THL has raised over $22 billion of equity capital, acquired over 140 portfolio companies and completed over 360 add-on acquisitions which collectively represent a combined enterprise value at the time of acquisition of over $200 billion.

About Irving Place Capital Management, L.P.

Since its founding in 1997, Irving Place Capital has invested in over 60 portfolio companies, primarily in the industrial, packaging, consumer and retail industries. The firm focuses on making control or entrepreneur-driven investments where it can apply its substantial operating and strategic resources and expertise to enhance value. Irving Place Capital has successfully executed a broad range of transactions, including buyouts, recapitalizations, build-ups, corporate divestitures, take-privates and distressed-to-control situations. More information about Irving Place Capital is available at www.irvingplacecapital.com.

Forward-looking Statements

This press release includes forward looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside FSAC’s or UHS’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” in the Prospectus filed by FSAC with the SEC and those described in the section entitled “Risk Factors” in UHS’s annual report on Form 10-K for the year ended December 31, 2017 filed with the SEC, as well as UHS’s other filings with the SEC. Important factors, among others, that may affect actual results or outcomes include: the inability to complete the transactions contemplated by the proposed business combination; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by FSAC stockholders; the ability to meet NASDAQ’s listing standards following the consummation of the transactions contemplated by the proposed business combination; and costs related to the proposed business combination.  Important factors that could cause the combined company’s actual results or outcomes to differ materially from those discussed in the forward-looking statements include: UHS’s history of net losses; the need for substantial cash to operate and expand the combined company’s business as planned; the combined company’s expected substantial outstanding debt following the business combination; a decrease in the number of patients the combined company’s customers serve; the combined company’s ability to effect change in the manner in which healthcare providers traditionally procure medical equipment; the absence of long-term commitments with customers; the combined company’s ability to renew contracts with group purchasing organizations and integrated delivery networks; changes in reimbursement rates and policies by third-party payors; the impact of healthcare reform initiatives; the impact of significant regulation of the healthcare industry and the need to comply with those regulations; the effect of prolonged negative changes in domestic and global economic conditions; difficulties or delays in the combined company’s continued expansion into certain of UHS’s businesses/geographic markets and developments of new businesses/geographic markets; additional credit risks in increasing business with home care providers and nursing homes, impacts of equipment product recalls or obsolescence; and increases in vendor costs that cannot be passed through to the combined company’s customers.

Neither FSAC nor UHS undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP measure.  UHS believes Adjusted EBITDA provides useful information to management and investors regarding UHS’s business and results of operations.  Because Adjusted EBITDA is not in conformity with GAAP, we urge you to review UHS’s audited financial statements filed with the SEC. Adjusted EBITDA is defined by UHS as Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), and excludes non-cash share-based compensation expense, management, board

and other non-recurring gain, expenses, or loss, which may not be calculated consistently among other companies applying similar reporting measures.

In addition to using Adjusted EBITDA internally as a measure of operational performance, UHS discloses it externally to assist analysts, investors and lenders in their comparisons of operational performance, valuation and debt capacity across companies with differing capital, tax and legal structures. Adjusted EBITDA, however, is not a measure of financial performance under generally accepted accounting principles and should not be considered as an alternative to, or more meaningful than, net income as a measure of operating performance or to cash flows from operating, investing or financing activities or as a measure of liquidity.

Additional Information about the Transaction and Where to Find It

FSAC intends to file a proxy statement with the SEC for use at the special meeting of stockholders to approve the business combination and FSAC will cause Agiliti, the newly formed holding company, to file a Registration Statement on Form S-4 with respect to the securities being issued in the transaction. The proxy statement and the prospectus contained in the Registration Statement will be mailed to FSAC stockholders as of a record date to be established for voting on the proposed business combination. Investors and security holders of FSAC and UHS are urged to read the proxy statement, prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the proxy statement, prospectus and other documents containing important information about FSAC, UHS and Agiliti once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by FSAC when and if available, can be obtained free of charge on FSAC’s website at http://www.thl.com/fsac or by directing a written request to Federal Street Acquisition Corp., 100 Federal Street, 35thFloor, Boston, MA 02110, (617) 227-1050.

Participants in the Solicitation

FSAC, UHS, Agiliti and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of FSAC’s stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed transaction of FSAC’s directors and officers in FSAC’s filings with the SEC, including FSAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on March 23, 2018.  Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to FSAC’s shareholders in connection with the proposed business combination will be set forth in the registration statement for the proposed business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination will be included in the Registration Statement that FSAC intends to cause Agiliti to file with the SEC.

No Offer or Solicitation

This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

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CONTACTS

UHS:

James Pekarek

Executive Vice President and Chief Financial Officer

(952) 607-3054

jbpekarek@uhs.com

Kate Kaiser

Vice President, Corporate Communication and Investor Relations

619-507-9135

kmkaiser@uhs.com

FSAC & THL:

Matt Benson/Robin Weinberg/Cameron Seligmann

Sard Verbinnen & Co.

(212) 687-8080

Irving Place Capital:

Brunswick Group

Alex Yankus / Christina Tilt

212-333-3810

IRVINGPLACECAPITAL@brunswickgroup.com

EX-99.2

Exhibit 99.2

Federal Street Acquisition Corp. and Agiliti

Importantinformation The information in this presentation relates to a proposed business combination among Federal Street Acquisition Corp. (“FSAC”) and Universal Hospital Services, Inc. (“UHS”). The proposed business combination involves a series of mergers by which FSAC and UHS will become subsidiaries of a new holding company called Agiliti, Inc. (“Agiliti”). References to Agiliti in this presentation are to the historical business of UHS, which will be operated under the new holding company. This presentation is for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the proposed business combination and for no other purpose. The information contained herein is not, and should not be assumed to be, complete. None of FSAC, UHS or Agiliti is under any obligation to update or keep current the information contained in this presentation, to remove any outdated information from this presentation, or to expressly mark it as being outdated. No securities commission or securities regulatory authority or other regulatory body or other authority in the United States or any other jurisdiction has in any way passed upon the merits of, or the accuracy and adequacy of, this presentation. You should not construe the contents of this presentation as legal, accounting, business or tax advice and you should consult your own professional advisors as to the legal, accounting, business, tax, financial or other matters contain herein. None of FSAC, UHS or Agiliti nor any of their respective affiliates, directors, officers, management, employees, representatives or advisors make any representation or warranty, express or implied, as the accuracy or completeness of any of the information contained herein, or any other information (whether communicated in written or oral form) transmitted or made available to you. Recipients of this presentation will be deemed to expressly disclaim any and all liability of any of the foregoing persons relating to or resulting from the use of this presentation or such other information (including without limitation, any market analysis and financial projections that may be contained herein or provided in connection herewith) by you or any of your directors, partners, officers, employees, affiliates, agents and representatives. Forward-looking Statements This presentation includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this presentation, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside FSAC’s or UHS’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” in UHS’s annual report on Form 10-K for the year ended December 31, 2017 filed with the SEC, as well as UHS’ other filings with the SEC. Important factors, among others, that may affect actual results or outcomes include: the inability to complete the transactions contemplated by the proposed business combination; the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by FSAC stockholders; the ability to meet NASDAQ’s listing standards following the consummation of the transactions contemplated by the proposed business combination; and costs related to the proposed business combination. Important factors that could cause the combined company’s actual results or outcomes to differ materially from those discussed in the forward-looking statements include: UHS’ history of net losses; the need for substantial cash to operate and expand the combined company’s business as planned; the combined company’s expected substantial outstanding debt following the business combination; a decrease in the number of patients the combined company’s customers serve; the combined company’s ability to effect change in the manner in which health care providers traditionally procure medical equipment; the absence of long-term commitments with customers; the combined company’s ability to renew contracts with group purchasing organizations and integrated delivery networks; changes in reimbursement rates and policies by third-party payors; the impact of health care reform initiatives; the impact of significant regulation of the health care industry and the need to comply with those regulations; the effect of prolonged negative changes in domestic and global economic conditions; difficulties or delays in the combined company’s continued expansion into certain of UHS’s businesses/geographic markets and developments of new businesses/geographic markets; additional credit risks in increasing business with home care providers and nursing homes, impacts of equipment product recalls or obsolescence; and increases in vendor costs that cannot be passed through to the combined company’s customers. Neither FSAC nor UHS undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Non-GAAP Financial Measures EBITDA, Adjusted EBITDA and Accrual CapEx are non-GAAP measures. UHS believes these non-GAAP measures provide useful information to management and investors regarding UHS’s business and results of operations. Because these measures are not in conformity with GAAP, we urge you to review UHS’s audited financial statements filed with the SEC. Definitions of these non-GAAP measures and reconciliations to the most comparable GAAP measure are included elsewhere in this presentation.

Importantinformation Additional Information about the Proposed Business Combination and Where to Find It FSAC intends to file a proxy statement with the SEC for use at the special meeting of stockholders to approve the business combination and FSAC will cause Agiliti to file a Registration Statement on Form S-4 with respect to the securities being issued in the transaction. The proxy statement and the prospectus contained in the Registration Statement will be mailed to FSAC stockholders as of a record date to be established for voting on the proposed business combination. INVESTORS AND SECURITY HOLDERS OF FSAC AND UHS ARE URGED TO READ THE PROXY STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and security holders will be able to obtain free copies of the proxy statement, prospectus and other documents containing important information about FSAC, UHS and Agiliti once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by FSAC when and if available, can be obtained free of charge on FSAC’s website at http://www.thl.com/fsac or by directing a written request to Federal Street Acquisition Corp., 100 Federal Street, 35th Floor, Boston, MA 02110, (617) 227-1050. Participants in the Solicitation FSAC, UHS, Agiliti and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of FSAC’s stockholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names and interests in the proposed business combination of FSAC’s directors and officers in FSAC’s filings with the SEC, including FSAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on March 23, 2018. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to FSAC’s shareholders in connection with the proposed business combination will be set forth in the Registration Statement that FSAC intends to cause Agiliti to file with the SEC for the proposed business combination when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination will be included in the Registration Statement that FSAC intends to cause Agiliti to file with the SEC. No Offer or Solicitation This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. 3

Presenters Chief Executive Officer 4 TOM LEONARD SCOTT SPERLING Executive Chairman, FSAC Co-President, THL

Overview of FederalStreet Acquisition Corp. • • Premier private equity and credit platforms Deep experience in health care with relationships developed over 40 years • -adde -term partner who will support capital Sponsorship markets activities and contribute industry expertise Strong alignment of interest given material FSAC Sponsor ownership • Group Operationally intensive approach to creating value • • Hands-On Operational Engagement Focused hel nies their potential and maximize upside for all shareholders Used to help mitigate impact of down cycles • Experience Experienced team with operating expertise and access to THL network • • • Decades of investment and operating experience Ability to leverage THL platform for operational support Strong oversight from experienced independent directors Experienced Team and Board An investment in FSAC is not an investment in THL, a THL fund or a THL portfolio company. The historical results of THL, its funds and portfolio companies are not necessarily indicative of future performance of FSAC or any business combination it may make. 5 $460M Capital Equity capital raised July 2017 for growth and liquidity Access to High Value Resources THL Partners + Strategic Resource FSAC Partnership Highlights Who We Are

THLPrivateEquityhasspecialexpertiseinhealthcare Decades of deep experience in a broad range of health care companies In In the the past 3 years, acquired 7 health care companies totaling $7.5 billion of enterprise value • • last 25 years, invested in 16 health care companies with more than $23 billion of enterprise value and Devices 1 1 1 1 1 1 1 1 1 and portfolio companies are not necessarily indicative of future performance of FSAC or any business combination it may make. 1 Represents current portfolio company not fully exited as of 06/30/18. An investment in FSAC is not an investment in THL, a THL fund or a THL portfolio company. The historical results of THL, its funds 6 Consumer Health Care Pharma and Pharma Services Provider and Provider-based Services Broad-based Outsourced Services and Technology

(1) FSAC believes Agiliti meets five key criteria for attractive risk-adjusted returns Agiliti benefits from macro trends affecting health care Aging demographic and push toward broader access to health care and improved patient care Increased cost pressure on health care systems leading to outsourcing a broad array of non-core activities Rapid expansion of hospitals to ambulatory and specialty care settings further accelerates move to outsourcing Proliferation of increasingly complex equipment with higher degrees of technical specialization Agiliti has demonstrated a significant and tangible competitive advantage Superior commercial infrastructure that spans across all major health care markets Proven ability to improve utilization rates of both complex and simple equipment Agiliti continues to accelerate top-line growth Increasing revenue by utilizing its competitive advantages with new and existing customers Pursuing numerous accretive acquisition opportunities Agiliti has transformed to a higher growth, high value-added services model Increasing key competencies in higher value-added services further improves FCF conversion and continues to accelerate Adj. EBITDA – Accrual Capital Expenditures Expanding relationships with customers through broadened solution offerings and capabilities is driving higher revenue growth rates Agiliti management team joined in 2015 and has demonstrated strong and consistent performance Transformed business model to higher ROIC and FCF paradigm generating 13.5% EBITDA – Accrual CapEx CAGR since 2015 Achieving more than 95% recurring revenue provides predictability as well as an advantaged growth platform 1 The proposed business combination between FSAC and UHS involves a series of mergers by which FSAC and UHS will become subsidiaries of a new holding company called Agiliti. References to Agiliti in this presentation are to the historical business of UHS, which will be operated under the new holding company. 7 Management teams that can be or are great Business models that can generate strong growth and free cash flow Opportunities to drive top-line growth in multiple ways Companies with a sustainable competitive advantage Markets with strong secular growth

Transactionsummary ($ in millions, except per share value) Public4 comparables 3 UHS Illustrative Share Price 1 (x) Pro Forma Shares Outstanding $10.00 106.3 FD Enterprise Value / 2018F Adj. EBITDA 2018F Adj. EBITDA to growth multiple FD Enterprise Value / 2019F Adj. EBITDA 2019F Adj. EBITDA to growth multiple 11.6x 1.2x 10.2x 1.0x 16.8x 1.7x 15.4x 1.0x Fully Distributed Equity Value Plus: Pro Forma Net Debt $1,063 677 Fully Distributed Enterprise Value $1,740 3 Transaction Multiples 2018F Adj. EBITDA FD Enterprise Value / 2018F Adj. EBITDA 2019F Adj. EBITDA FD Enterprise Value / 2019F Adj. EBITDA $150 11.6x $170 10.2x Existing Shareholder Rollover 22% Sources FSAC Cash New Debt Raised Existing Capital Leases Rollover Existing Shareholder Rollover Additional Common Equity $460 660 17 238 250 Public 43% Total Sources $1,625 Uses Cash to Existing Shareholders Repayment of Existing Net Debt Existing Capital Leases Rollover Existing Shareholder Rollover Fees & Expenses $630 695 17 238 45 Additional Equity (THL) 2 30% Additional Equity (Other investors) 5% Total Uses $1,625 EBITDA guidance of $145 – 150M for 2018F and $165 – 170M for 2019F and midpoint of long-term growth rate guidance of 9 – 11%. 4 Public comparables based off 08/09/2018 close. 5 Net debt and capital leases are as of 6/30/2018. 1 Includes an estimated 23.8 million shares issued to existing UHS shareholders, 46.0 million shares held by public FSAC shareholders, 25.0 million shares issued to PIPE investors and 11.5 million sponsor shares; excludes FSAC warrants, which are currently out-of-the-money; all share information throughout this presentation assumes no redemptions by public shareholders, assumes a $10.00 per share price for illustrative purposes and assumes conversion of the class F sponsor shares into class A common shares on a 1:1 basis in connection with the business combination. 2 Includes 100,000 shares held by FSAC BoD members and additional class A common stock to be purchased in the private placement. 3 Multiples based on high ends of Adj. 8 Sources and uses5 Illustrative pro forma economic ownership1 Comparable valuation Illustrative pro forma valuation

1 Agiliti Company overview 1 The proposed business combination between FSAC and UHS involves a series of mergers by which FSAC and UHS will become subsidiaries of a new holding company called Agiliti. References to Agiliti in this presentation are to the historical business of UHS, which will be operated under the new holding company.

Investmenthighlights Agiliti is the leading provider of end-to-end medical equipment solutions across the health care delivery continuum Large and growing market, driven by increased medical equipment at the patient bedside and fragmented processes within increasingly complex delivery systems • Highly differentiated value proposition and improve delivery of patient care Unmatched operational infrastructure health care markets Long runway for organic growth with opportunities among existing customers Clear path to augmenting strong organic M&A opportunities aligned with imperative to reduce costs • • with nationwide footprint across all major • new business and share-of-wallet • growth profile with tuck-in and strategic • Attractive financial profile, with highly visible, recurring revenue, and accelerating cash generation Experienced and proven management team • 10

Agiliti at a glance Leadingprovider ofend-to-end medicalequipmentsolutions $539M June LTM Revenue % Revenue by End-to-End Service Offering EQUIPMENT SOLUTIONS ON-SITE MANAGED SERVICES CLINICAL ENGINEERING 1 $146M June LTM EBITDA Supply Chain On-demand supplemental rental Clinical expertise supporting specialized In-market service and delivery protocols 95% Recurring Revenue Nursing End-to-end onsite service, delivery, tracking Patient-ready devices when and where needed 8.4% June LTM EBITDA Growth Clinical Engineering Preventive maintenance and biomedical repair services for a complete range of modalities 1 Ref. UHS Q2 Earnings presentation for reconciliation of Q2 2018 Adjusted EBITDA and Accrual CapEx. 11 44% 28% 28%

Agiliti at a glance A strong competitive position with nationwidereach UNMATCHED NATIONWIDE INFRASTRUCTURE SERVING ~12B1 MARKET In-market repair and logistics capabilities covering 85%2 of all U.S. acute care beds and the majority of alternate site care settings 86 LOCAL MARKET SERVICE CENTERS 5 400+ CLINICAL ENGINEERS 190+ FIELD SALES AND ACCOUNT MANAGERS 7,000+ CUSTOMERS 2,900+ EMPLOYEES CENTERS OF EXCELLENCE 12 1 Combined McKinsey, iData Research, UHS. 2 UHS Market Data.

Multiple underlying driversofmedical equipment market additional service, logistics, and Manage, Maintain & Repair General Biomed Clinics Regulatory Compliance & Quality Management Routine & Specialty Beds Home Care Specialty Care Inventory Utilization & Demand Planning Acute Care Surgical Equipment Long Term Care Recalls, Upgrades and Software Management Surgery Centers Diagnostic Imaging Rapidly expanding delivery networks requires management of multiple equipment types across multiple provider settings 62% increase in devices per bed1 90% increase in equipment service costs1 1 Source: GE Healthcare Research, UHS market data. 13 Technology complexity requires management Providers are accountable for the entire care continuum The Medical Equipment market is growing at a rapid rate

Our customers’ medical equipment management challenges are complex DIRECT CARE Only 37% time spent on patient care EQUIPMENT UTILIZATION 42%, yet nurses report unavailable equipment DEVICES PER BED 62% more equipment per staffed bed with 90% increase in service costs WASTED TIME 20 minutes per nurse/shift searching for equipment EQUIPMENT AND PARTS SOURCING 10-20% excess rentals and unnecessary purchases REGULATORY COMPLIANCE Lack systems and staffing to manage Up to 40% of tech time is spent searching for equipment Fragmented processes waste millions in capital and expense dollars and consume thousands of hours of staff time 14

Agiliti focuses on saving significant operating and capital (EVM) costs Our solution: Equipment Value Management On-Site Managed Services Rental & Capital Management Programs Clinical Engineering Programs OVERALL SERVICE COSTS 10-20% reduction EQUIPMENT UTILIZATION 30-40% improvement RENTAL & CAPITAL COSTS 10-30% annual savings End-to-end managed services provide the right equipment, in the right place, at the right time — with measurably lower costs of ownership 15

Expandingshareof wallet—EVM CASE STUDY • A large academic health care system that includes a 484-bed, Level-1 trauma acute care hospital, and outpatient and primary care clinics; located in the Midwest • $1.5M in first year savings: On pace to exceed the five-year goal of more than $5M in savings to customer $284K in capital avoidance through UHS advisory services Improved regulatory compliance as demonstrated by 100% device Preventative Maintenance Completion: Regulatory visits within 8-months of go-live found zero nonconformance issues or opportunities for improvement • • • Difficulty with equipment management, nurse satisfaction, rising costs, and regulatory compliance Limited visibility to key data and analytics around total cost of equipment ownership and equipment utilization • • Leveraged success of on-site program to extend relationship to comprehensive UHS solution set • • Added Clinical Engineering in Q2 2017 Added SES business in Q2 2018 • • 16-year customer of equipment rental services Demonstrated the value of a connected equipment management solution through our EVM framework Implemented On-Site Equipment Management Program in Q4 2016 Implemented fully outsourced CES Program in Q2 2017 • $8.4 $10.0 • $5.0 $0.0 2016A 2017A LTM Q2 2018 16 $6.3 $0.3 Revenue ($M) Agiliti strategy and solution UHS benefits Customer challenge Impact to customer Customer overview Results Background

Large and expanding marketwithlong runwayforgrowth in a $12B1 U.S. market opportunity Agiliti participates than $4.8B2 is contracted annually Currently, more across Equipment Solutions, On-site Managed Services, and Clinical Engineering Services In 2017, Agilti generated $515M in revenue, capturing just 11%3 of the current market Agiliti enjoys 16%4 share-of-wallet in its customer base, with significant opportunity for sustained above-market growth 3 UHS historical revenue divided by annual contracted market ($515M/4.8B). 4 UHS historical revenue divided by annual contracted market in UHS customer base ($515M/3.3B). 1 Combined McKinsey, iData Research, UHS. 2 Combined McKinsey, iData Research, public filings, UHS. 17 $12B U.S. market opportunity $4.8B is contracted annually Contracted revenue in Customer base $3.3B $515M Agiliti Revenue

Well-positionedfor category leadership via differentiated value proposition Comparison based on publicly available information Partial 18 THE AGILITI DIFFERENCE • Unmatched in-market service and logistics infrastructure with agile service options • Device vendor agnostic • Comprehensive, customer-centric, E2E solution • ISO 13485 certified • Flexible tech labor force and technical SMEs • In-market service and logistics • Comprehensive, customer-centric, E2E solution • Purchase FDA Class II/III regulated devices exclusively from OEM • ISO 13485 certified • Matching customer footprint in every market • Comprehensive, customer-centric, E2E solution

Multiple levers to accelerate top line and bottomlinegrowth •Poised to pursue opportunistic tuck-ins (e.g. recent Hill-Rom transaction) and meaningful growth in current markets 9 -11% CAGR long-term growth •Favorably positioned to leverage existing infrastructure for new market and service-line growth •Growing TAM as health systems increasingly turn to outsourcing non-clinical functions for improved efficiencies and to handle ambulatory growth •Differentiated suite of capabilities favorably positioned to continue displacing competitors and capturing market share •Embedded growth opportunities as end-to-end solutions create added value and expansion opportunities within existing customer base $138M Adjusted EBITDA 2017A •Higher complexity and standards of care drive increased demand for equipment with a focus on lowering total cost of ownership 19 Equipment per bed Share of wallet Market share Health system outsourcing New market expansion Mergers & Acquisitions

Company results Key financial and operational metrics

Q22018financialresults 1 • • Strong and balanced growth across each of our service lines Clinical Engineering growth reflects expansion with both existing and new customers (example: Government/OEM) Growth rates accelerated from a strong 2017 (+7.4% YOY) and Q4 2017 (+8.5% YOY) On-Site Managed Services Clinical Engineering Equipment Solutions $141 $128 • Q2 2017 Q2 2018 • Growth showing improvement from Q4 2017 (+7.7% YOY) $37 $34 Q2 2017 Q2 2018 • Leverage ratio continues to improve driven by strong Adjusted EBITDA growth Leverage has improved 110 bps from the first quarter of 2015 • Q2 2017 Q2 2018 PF 2018F 1 Represents historical results of UHS unless otherwise noted. 2 Defined as Net Debt divided by Adjusted EBITDA. 3 High end of 2018F Adj. EBITDA guidance of $145M-$150M. Gives effect to the business combination and assumes $677M of pro forma net debt. 21 5.5x 4.5x 3 4.9x Commentary Net leverage ratio2 Commentary Adj. EBITDA ($M) $63 $58 $39 $34 $36 $38 Commentary Revenue ($M)

1 Revenue trendby solution • Modest growth rate impacted by intentional strategy to: •Shift away from one-time capital sales •Focus on core equipment (most utilized) within health care New business signed in Q2 providing further growth opportunity • 2015A 2016A 2017A Growth accelerating each year and continued in Q2 2018 (+14.2% YOY) Continued success in signing new business with both existing and new customers (Government/OEM) Emphasis placed on expansion of our capabilities • • • 2015A 2016A 2017A • Increasingly, growth is driven from the managed-only equipment service solution where we manage, maintain, and mobilize customer owned devices at customer sites 2015A 2016A 2017A 1 Represents historical results of UHS. 22 $147 $135 $122 Commentary On-Site Managed Services revenue ($M) $137 $107 $99 Commentary Clinical Engineering revenue ($M) $237 $230 $228 Commentary Equipment Solutions revenue ($M)

EBITDA – Accrual CapEx detail1 Adjusted EBITDA and Adjusted • Revenue growth in all three service lines driving Adjusted EBITDA growth $1502 • Q2’18 Adjusted EBITDA accelerated +8.9% YOY SG&A expenses well positioned for continued leverage $130 • $123 2015A 2016A 2017A 2018F • Adjusted EBITDA – Accrual CapEx growing at double digit rates with capital expenditures declining as a percentage of revenue as we pivot toward a higher mix of clinical engineering and the managed-only portion of on-site managed services 3 $100 2015A 2016A 2017A 2018F 3 High end of 2018F Adj. EBITDA guidance of $145M-$150M and midpoint of Capex guidance of $45M-$55M, consistent with historical guidance provided in Q2 2018 earnings presentation. See Annex A for reconciliation of net income to Adjusted EBITDA and a reconciliation of cash used in investing activities to accrual CapEx under GAAP. 1 Represents historical results of UHS. 2 High end of 2018F Adj. EBITDA guidance of $145M-$150M. 23 $88 $68 $72 Adj. EBITDA – Accrual CapEx ($M) Commentary $138 Adj. EBITDA ($M) Commentary

Financialguidance Guidance Guidance Revenue Growth 9 – 11% 9 – 11% Adjusted EBITDA $145 – 150M $165 – 170M 0.4x to 0.6x deleveraging 1 Leverage Ratio PF Net 4.5x 1 Gives effect to the business combination and assumes $677M of pro forma net debt. Financial guidance is subject to change. None of FSAC, UHS or Agiliti is under any obligation to update this financial guidance. See “Important Information” at the beginning of this presentation. 24 $M 2018 2019

Seasoned management team with track record of growth Tom Leonard Chief Executive Officer Jim Pekarek EVP, Chief Financial Officer Kevin Ketzel President Sales & Operations Bettyann Bird SVP, Commercial Solutions & Marketing 15+ years of healthcare exec leadership 15+ years of executive leadership 20+ years healthcare leadership 20+ years healthcare leadership Previous: President of Medial Systems, CareFusion SVP and GM, Ambulatory Services, McKesson Provider Technologies Previous: CFO, Cornerstone Brands Executive roles at The Spiegel Group, Montgomery Ward, Inc, Kraft Foodservice consumer products Previous: SVP, GM, Respiratory, CareFusion Operational and Commercial leadership: Cerner Corporation, Mediware, Allscripts Previous: VP Marketing, CareFusion Executive roles at Cardinal Health, eStudySite and leadership positions at Deloitte, Ernst & Young Bachelor’s degree in Engineering, U.S. Naval Academy MBA, S.C. Johnson Graduate School of Management, Cornell University Bachelor’s degree in Quantitative Economics, University of Wisconsin-Madison Bachelor’s degree in Nursing, Texas Christian University MBA, Baylor University Bachelor’s degree in Accounting, Indiana University MBA, Northwestern University 25

Investmenthighlights Agiliti is the leading provider of end-to-end medical equipment solutions across the health care delivery continuum Large and growing market, driven by increased medical equipment at the patient bedside and fragmented processes within increasingly complex delivery systems • Highly differentiated value proposition and improve delivery of patient care Unmatched operational infrastructure health care markets Long runway for organic growth with opportunities among existing customers Clear path to augmenting strong organic M&A opportunities aligned with imperative to reduce costs • • with nationwide footprint across all major • new business and share-of-wallet • growth profile with tuck-in and strategic • Attractive financial profile, with highly visible, recurring revenue, and accelerating cash generation Experienced and proven management team • 26

Thank you.

Annex A: Non-GAAP financial measures Adjusted EBITDA is defined as earnings attributable to UHS before interest expense, income taxes, depreciation and amortization and excludes non-cash share-based compensation expense, management and board fees and expenses and certain nonrecurring gains, expenses or loss. In addition to using Adjusted EBITDA internally as a measure of operational performance, UHS discloses it externally to assist analysts, investors and lenders in their comparisons of operational performance, valuation and debt capacity across companies with differing capital, tax and legal structures. Adjusted EBITDA, however, is not a measure of financial performance under Generally Accepted Accounting Principles (“GAAP”) and should not be considered as an alternative to, or more meaningful than, net income as a measure of operating performance or to cash flows from operating, investing or financing activities or as a measure of liquidity. Accrual CapEx represents capital that UHS took title to during the period. It represents capital to which the company has committed in a period rather than cash capital expenditures in the period. Since Adjusted EBITDA and Accrual CapEx are not measures determined in accordance with GAAP and thus are susceptible to varying interpretations and calculations, Adjusted EBITDA, as presented, and Accrual CapEx may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA does not represent an amount of funds that is available for management’s discretionary use. ($ in millions) 2015A 2016A 2017A ($ in millions) 2015A 2016A 2017A Net income (loss) attributable to UHS $(28) $(13) $10 Cash used in investing activities $53 $70 $55 Interest expense $53 $52 $53 Less: Acquisitions $(3) $(16) $(3) Provision for income taxes $1 $1 $(17) Other $6 $(0) $(0) Depreciation and amortization $92 $84 $80 Less: Medical equipment in A/P prior period $(13) $(12) $(16) EBITDA $118 $125 $126 Plus: Medical equipment in A/P current period $12 $16 $13 3 $54 1 Gain on settlement $(6) $(3) $0 Accrual CapEx $57 $50 2 Management, board & other Restructuring expenses 1 $6 $5 $9 $2 $0 $0 Non-cash compensation expense $2 $3 $3 Adjusted EBITDA $123 $130 $138 3 2015 Accrual CapEx excludes one-time settlement of $4.1 million. 1 Gain on settlement for the years ended December 31, 2016 and 2015, respectively, was related to settlements with a supplier and a former supplier; restructuring expenses of $2.3 million for 2015 was related to the realignment of the management team. 2 Expenses primarily include management fees to owners, board fees, one-time litigation costs (plaintiff), and reorganization costs. 28 Adj. EBITDA reconciliation Accrual CapEx reconciliation