Market Overview

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

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

"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

"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 will 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
and selecting the "Presentations" tab. An audio form of the presentation
will be available toll-free at 1-877-523-5612 using Conference ID

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.


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

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

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

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
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
or by directing a written request to Federal Street Acquisition Corp.,
100 Federal Street, 35th Floor, Boston, MA 02110, (617)

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


View Comments and Join the Discussion!