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): January 4, 2019

FEDERAL STREET ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

100 Federal Street, 35th Floor
 Boston, Massachusetts 02110

(Address of principal executive offices)

Registrant’s telephone number, including area code: (617) 227-1050

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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 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).

x          Emerging growth company

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

Introductory Note

On January 4, 2019 (the “Closing Date”), Federal Street Acquisition Corp., a Delaware corporation (“FSAC”) consummated the previously announced business combination pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of December 19, 2018 (“A&R Merger Agreement”),  by and among FSAC, Agiliti, Inc., a Delaware corporation ( “Agiliti”), Umpire SPAC Merger Sub, Inc., a Delaware corporation, Umpire Cash Merger Sub, Inc., a Delaware corporation, Agiliti Holdco, Inc. (previously known as UHS Holdco, Inc.), a Delaware corporation (“Agiliti Holdco”), solely in their capacities as Majority Stockholders, IPC/UHS, L.P. (“IPC/UHS”) and IPC/UHS Co-Investment Partners, L.P., each a Delaware limited partnership, solely in its capacity as the Stockholders’ Representative, IPC/UHS, and solely for the purposes stated therein, Umpire Equity Merger Sub, Inc., a Delaware corporation. The A&R Merger Agreement amended and restated the Agreement and Plan of Merger dated as of August 13, 2018. Pursuant to the A&R Merger Agreement, (i) FSAC became a wholly owned subsidiary of Agiliti and the holders of Class A common stock, par value $0.0001 per share, of FSAC (the “FSAC Class A Common Stock”) (including FSAC Class A Common Stock issued pursuant to the Backstop Agreement (as defined below) and issued upon conversion of the Class F common stock, par value $0.0001 per share, of FSAC) received shares of common stock, par value $0.0001 per share, of Agiliti (the “Agiliti Common Stock”); and (ii) Agiliti Holdco, Inc. became a wholly owned subsidiary of FSAC and the equityholders of Agiliti Holdco, Inc. received cash and/or shares of Agiliti Common Stock and/or fully-vested options to purchase shares of Agiliti Common Stock as merger consideration (the transactions contemplated by the A&R Merger Agreement are referred to herein as the “Business Combination”).

On December 19, 2018, in connection with the entry into the A&R Merger Agreement, FSAC entered into the Amended and Restated Subscription Agreement (the “Backstop Agreement”) with THL Agiliti LLC (the “THL Stockholder”), pursuant to which THL Stockholder agreed to purchase a number of shares of FSAC common stock at a price of $8.50 per share necessary to cause the minimum cash condition under the A&R Merger Agreement to be satisfied, subject to a cap of $750 million. On the Closing Date, pursuant to the Backstop Agreement, THL Stockholder purchased 86,795,398 shares of FSAC Class A Common Stock for an aggregate of $737.8 million, which shares were exchanged for shares of Agiliti Common Stock on a one-for-one basis at the closing of the Business Combination.

Item 1.01. Entry into a Material Definitive Agreement.

2018 Omnibus Incentive Plan

On the Closing Date, the Agiliti, Inc. 2018 Omnibus Incentive Plan (the “2018 Omnibus Incentive Plan”) became effective. The 2018 Omnibus Incentive Plan was approved by FSAC’s stockholders at the special meeting held on January 3, 2019 to approve the Business Combination (the “Special Meeting”). The purpose of the 2018 Omnibus Incentive Plan is to provide incentives that will attract, retain and motivate high performing officers, directors, employees and consultants of Agiliti. The 2018 Omnibus Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, dividend equivalents and other stock-based awards and other substitute awards, annual incentive awards and performance awards. Directors, officers and other employees of Agiliti and its subsidiaries, as well as others performing consulting or advisory services for Agiliti and its affiliates, will be eligible for grants under the 2018 Omnibus Incentive Plan. Agiliti has reserved a total of 10,356,000 shares of Agiliti Common Stock for issuance pursuant to the 2018 Omnibus Incentive Plan, subject to certain adjustments set forth therein.

The foregoing description of the 2018 Omnibus Incentive Plan does not purport to be complete and is qualified in its entirety by the terms and conditions of the 2018 Omnibus Incentive Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

On the Closing Date, Agiliti entered into an advisory services agreement (the “Advisory Services Agreement”) with Agiliti Holdco, Agiliti Health and THL Managers VIII, LLC (the “Advisor”). Pursuant to the Advisory Services Agreement, the Advisor will provide management, consulting and other advisory services to the companies. In consideration for these services, the companies will pay to the Advisor (i) a non-refundable periodic retainer fee in an aggregate amount per fiscal quarter equal to the greater of (a) $375,000 or (b) 1% of the consolidated Adjusted EBITDA (as defined in the Advisory Services Agreement) for the immediately preceding fiscal quarter or such other amount as may be mutually agreed, with the first such payment to be made on April 15, 2019, (ii) fees in amounts to be mutually agreed in connection with any financing or refinancing, dividend, recapitalization, acquisition, disposition and spin-off or split-off transaction, (iii) in the case of an initial public offering (“IPO”), in addition to the fees under clauses (i) and (ii), an amount equal to the net present value of the higher periodic fee that would have been payable from the date of such IPO until the scheduled termination date of the Advisory Services Agreement, and (iv) fees for other management, consulting and other advisory services to be discussed in good faith among the parties. The companies will also pay expenses incurred by the Advisor, its consultants and certain other parties affiliated with Advisor.

The initial term of the Advisory Agreement ends on January 4, 2027, and is automatically extended for successive periods of one (1) year. The Advisory Services Agreement may be terminated by the Advisor at any time and by Agiliti on or prior to March 31, 2019 if the execution and delivery of the Advisory Services Agreement is not ratified by Agiliti at a meeting of its board of directors or a committee thereof prior to such date. The Advisory Services Agreement also terminates automatically immediately prior to an IPO or a transaction involving a change of control (as defined in the Advisory Services Agreement).

The foregoing description of the Advisory Services Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Advisory Services Agreement, which is attached hereto as Exhibit 10.13 and is incorporated herein by reference.

Assignment and Assumption Agreement

On the Closing Date, Agiliti, FSAC and Continental Stock Transfer & Trust Company (the “Warrant Agent”) entered into an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) pursuant to which Agiliti agreed to accept and assume all of FSAC’s rights, interests and obligations in and under the warrants to purchase FSAC Class A Common Stock and under that certain Warrant Agreement, by and between

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FSAC and the Warrant Agent, dated as of July 18, 2017. Following the Business Combination and the entry into the Assignment and Assumption Agreement, each FSAC warrant became exercisable for one share of Agiliti Common Stock in accordance with the terms of the agreement governing such warrants, and are referred to herein as the “Agiliti Warrants.”

The foregoing description of the Assignment and Assumption Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Assignment and Assumption Agreement, which is attached hereto as Exhibit 4.4 and is incorporated herein by reference.

Amendment to Investment Management Trust Agreement

In connection with the closing of the Business Combination, FSAC and Continental Stock Transfer & Trust Company entered into an amendment (the “IMTA Amendment”) to the Investment Management Trust Agreement, dated as of July 18, 2017. The IMTA Amendment allowed FSAC to pay revised deferred underwriting fees owned to the underwriters in FSAC’s initial public offering from funds outside of the trust account instead of from funds held therein to the extent there were insufficient funds existing in the trust account as of the closing of the Business Combination. In accordance with the IMTA Amendment, FSAC used funds from the trust account, together with other funds, to pay the revised deferred underwriting fees.

The foregoing description of the IMTA Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the IMTA Amendment, which is attached hereto as Exhibit 10.12 and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On the Closing Date, Agiliti, THL Stockholder, Thomas J. Leonard and certain other holders entered into a Registration Rights Agreement with respect to the Agiliti Common Stock and Agiliti Warrants held by such holders following the Business Combination. Upon effectiveness thereof, the Registration Rights Agreement, dated as of July 17, 2018 (the “FSAC RRA”), by and among FSAC and the holders party thereto was terminated. The FSAC RRA was entered into at the closing of FSAC’s initial public offering.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference. On January 3, 2019, the Business Combination was approved by the stockholders of FSAC at the Special Meeting. The Business Combination was consummated on January 4, 2019.

Consideration to FSAC’s Stockholders and Warrant Holders in the Business Combination

In connection with the Business Combination, holders of 45,692,407 shares of FSAC Class A Common Stock exercised their right to redeem those shares for cash at a price of $10.16571689 per share, for an aggregate of approximately $464.5 million, which was paid to such holders on the Closing Date.

Upon completion of the Business Combination, the public stockholders of FSAC who did not exercise redemption rights received an aggregate of 307,593 shares of Agiliti Common Stock, with each public stockholder receiving one share of Agiliti Common Stock in exchange for each share of FSAC Class A Common Stock held on the Closing Date. In addition, each warrant to purchase FSAC Class A Common Stock issued and outstanding on the Closing Date became an Agiliti Warrant exercisable for shares of Agiliti Common Stock, and rights, interests and obligations in and under the FSAC warrants were assigned to and assumed by Agiliti.

In connection with the Business Combination, on January 4, 2019, FSAC issued 86,795,398 shares of FSAC Class A Common Stock to THL Stockholder immediately prior to the closing of the Business Combination pursuant to the Backstop Agreement. Such shares were exchanged on a one-for-one basis for shares of Agiliti Common Stock.

In addition, 11,500,000 shares of FSAC Class F common stock held by FS Sponsor, LLC and other former holders of Class F common stock of FSAC converted into shares of FSAC Class A Common Stock immediately

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prior to the Business Combination and into shares of Agiliti Common Stock at the closing of the Business Combination.

Consideration Payable to Agiliti Holdco Equity Holders in the Business Combination

The consideration paid to holders of equity interests in Agiliti Holdco in connection with the Business Combination consisted of: (i) approximately $688.6 million in cash, subject to adjustment in accordance with the terms of the A&R Merger Agreement and (ii) 336,081 shares of Agiliti Common Stock, which were issued to Mr. Leonard. In addition, 25% of the outstanding options to purchase Agiliti Holdco common stock became exercisable in accordance with their terms for an aggregate of 2,975,618 shares of Agiliti Common Stock.

The material terms and conditions of the A&R Merger Agreement are described in the section entitled “Supplemental Information to Proposal No. 1 — Approval of the Business Combination” beginning on page 35 of Agiliti’s Supplement to the Definitive Proxy Statement/Prospectus (“Proxy Statement/Prospectus Supplement”) filed with the Securities and Exchange Commission (the “SEC”) on December 20, 2018 and in the section entitled “Proposal No. 1 — Approval of the Business Combination” beginning on page 81 of the Definitive Proxy Statement/Prospectus (“Proxy Statement/Prospectus”) filed with the SEC on October 10, 2018, which are incorporated herein by reference.

Agiliti Securities Outstanding Following the Business Combination

Immediately after the Business Combination, there were 98,939,072 shares of Agiliti Common Stock, Agiliti Warrants to purchase 37,950,000 shares of Agiliti Common Stock and options to purchase 2,975,618 shares of Agiliti Common Stock issued and outstanding. Upon the closing, FSAC’s common stock, warrants and units ceased trading on the NASDAQ stock exchange. Following the Business Combination, the Agiliti Common Stock and Agiliti Warrants will not trade on a national stock exchange due to the level of redemptions by FSAC stockholders.  Agiliti is evaluating working with market makers to obtain quotation of the Agiliti Warrants on the over-the-counter market.  However, there can be no assurances regarding if or when the Agiliti Warrants will be quoted.

FORM 10 INFORMATION

Forward-Looking Statements

Some of the information contained in this Current Report on Form 8-K, or incorporated herein by reference, contains forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When contained in this Current Report on Form 8-K, and incorporated herein by reference, 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 Agiliti’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and Agiliti does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, Agiliti’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

·                  Agiliti’s history of net losses;

·                  the need for substantial cash to operate and expand Agiliti’s business as planned;

·                  Agiliti’s expected substantial outstanding debt following the Business Combination;

·                  a decrease in the number of patients Agiliti’s customers serve;

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·                  Agiliti’s inability to effect change in the manner in which healthcare providers traditionally procure medical equipment;

·                  the absence of long-term commitments with customers;

·                  Agiliti’s inability 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 Agiliti’s continued expansion into certain of Agiliti’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 Agiliti’s customers; and

·                  other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section entitled “Risk Factors.”

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

Business

The information set forth in the section entitled “Information about UHS” beginning on page 165 of the Proxy Statement/Prospectus is incorporated herein by reference.

Risk Factors

The Agiliti Common Stock and the Agiliti Warrants are not listed on a national securities exchange.

Due to the level of redemptions by FSAC stockholders, Agiliti was unable to comply with the NASDAQ listing requirements relating to the number of round lot holders, and therefore, following the Business Combination, the Agiliti Common Stock and the Agiliti Warrants are not listed on a national securities exchange. Because of the lack of listing, Agiliti and its stockholders and warrant holders could face significant material adverse consequences including:

·      a limited availability of market quotations for Agiliti’s securities;

·      reduced liquidity for Agiliti’s securities;

·      a determination that Agiliti common stock is a “penny stock,” which will require brokers trading in Agiliti common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Agiliti’s securities;

·      a limited amount of news and analyst coverage; and

·      a decreased ability to issue additional securities or obtain additional financing in the future.

Agiliti is not subject to compliance with rules requiring the adoption of certain corporate governance measures and as a result Agiliti’s stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

The listing rules of the New York Stock Exchange and the NASDAQ Stock Market require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges. Because Agiliti is not listed on the NASDAQ Stock Market or the New York Stock Exchange, Agiliti is not presently required to comply with many of the corporate governance provisions and has not adopted some of these measures. The absence of such standards of corporate governance may leave Agiliti’s stockholders and warrantholders without protections against interested director transactions, conflicts of interest and similar matters.

The information set forth in the section entitled “Risk Factors” beginning on page 36 of the Proxy Statement/Prospectus and the section entitled “Update to Risk Factors” beginning on page 31 of the Proxy Statement/Prospectus Supplement is incorporated herein by reference.

Selected Consolidated Historical Financial and Other Information

The following table sets forth selected consolidated historical financial information derived from Agiliti Health’s (i) unaudited financial statements included in Agiliti Health’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 as of September 30, 2018 and for the nine month periods ended September 30, 2018 and September 30, 2017 and (ii) audited financial statements as of and for the years ended December 31, 2017, 2016, 2015, 2014 and 2013. The historical consolidated financial information of Agiliti Health as of September 30, 2017 was derived from unaudited financial statements included in Agiliti Health’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. The selected consolidated historical financial statements of Agiliti Health, a wholly-owned subsidiary of Agiliti Holdco, and its subsidiaries are included below, as opposed to those of Agiliti. Agiliti is a holding company without any operations or employees, and no liabilities or material assets beyond its investment in Agiliti Holdco, the direct parent entity of Agiliti Health. Further, prior to the Closing Date, Agiliti had no material operations, assets, or liabilities.

The following summary financial information should be read in conjunction with the sections entitled “UHS’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 205 of the Proxy Statement/Prospectus, “Appendix D: Management’s Discussion and Analysis of Agiliti Health, Inc. (f/k/a Universal Hospital Services, Inc.) and Subsidiaries for the Three and Nine Months Ended September 30, 2018 and September 30, 2017” beginning on page D-1 of the Proxy Statement/Prospectus

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Supplement and the financial statements of Agiliti Health, Inc. (f/k/a Universal Hospital Services, Inc.) and Subsidiaries included in the Proxy Statement/Prospectus beginning on page F-31 and in Appendix C in the Proxy Statement/Prospectus Supplement beginning on page C-1.

(1)         Agiliti Health adopted ASU No. 2017-07 Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost in 2018 and retrospectively applied ASU 2017-07 to all periods presented.

(2)         Represents total current assets (excluding cash and cash equivalents) less total current liabilities (excluding current portion of long-term debt).

(3)         Agiliti Health adopted ASU No. 2015-17 Balance Sheet Classification of Deferred Taxes in 2015 and retrospectively applying the ASU 2015-17 to all periods presented.

(4)         Agiliti Health adopted ASU No. 2015-03 Simplifying the Presentation of Debt Issuance Costs in 2016 and retrospectively applying the ASU 2015-03 to all periods presented.

Unaudited Pro Forma Condensed Combined Financial Information

The information set forth in Exhibit 99.1 to this Current Report on Form 8-K, which includes the unaudited pro forma condensed combined financial information of Agiliti is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk

The information set forth in the section entitled “UHS’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 205 of the Proxy Statement/Prospectus and in the section entitled “Appendix D: Management’s Discussion and Analysis of Agiliti Health, Inc. (f/k/a Universal Hospital Services, Inc.) and Subsidiaries for the Three and Nine Months Ended September 30, 2018 and September

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30, 2017” beginning on page D-1 of the Proxy Statement/Prospectus Supplement is incorporated herein by reference.

Properties

The information set forth in the section entitled “Information about UHS — Properties” on page 177 of the Proxy Statement/Prospectus is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

Following the Business Combination, FSAC is a wholly-owned subsidiary of Agiliti.

The following table sets forth information as of the Closing Date regarding the beneficial ownership of the Agiliti Common Stock by:

·                  each person known to be the beneficial owner of more than 5% of Agiliti’s outstanding ordinary shares;

·                  each director and each of Agiliti’s named executive officers; and

·                  all current executive officers and directors as a group.

The information below is based on an aggregate of 98,939,072 shares of Agiliti Common Stock issued and outstanding as of the Closing Date. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if she, he or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by the individuals below:

*                                         Less than 1 percent.

(1)                                 Unless otherwise indicated, the business address of each of the entities, directors and executives in this table is c/o Agiliti Health, Inc., 6625 West 78th Street, Suite 300, Minneapolis, Minnesota 55439.

(2)                                 Includes 14,950,000 of Agiliti Warrants, which are exercisable for an equal number of shares of Agiliti Common Stock. Voting and investment determinations with respect to the Agiliti Common Stock held by

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THL Stockholder are made by unanimous consent of its members. The members of THL Agiliti are FS Sponsor, LLC, Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL Executive Fund VIII, L.P., THL Fund VIII Coinvestment Partners, L.P., and THL Equity Fund VIII Investors (Agiliti), L.P. Voting and investment determinations with respect to the Agiliti Warrants held by THL Stockholder are made in the sole discretion of FS Sponsor, LLC. Voting and investment determinations with respect to the securities beneficially owned by FS Sponsor, LLC, including the Agiliti Warrants, are made by a management committee.  Each of the entities and individuals named above disclaims beneficial ownership of the securities of Agiliti held of record by THL Stockholder, except to the extent of his, her or its pecuniary interest therein. The address of the entities and individuals named above is c/o Thomas H. Lee Partners, L.P., 100 Federal Street, 35th Floor, Boston, MA 02110.

(3)                                 Represents shares of Agiliti Common Stock issuable upon the exercise of fully-vested options.

(4)                                 Includes 1,159,691 shares of Agiliti common Stock issuable upon the exercise of fully-vested options.

Directors and Executive Officers

Information with respect to FSAC’s directors and executive officers immediately after the closing of the Business Combination is set forth in Item 5.02 of this Current Report on Form 8-K and is incorporated herein by reference.

Information with respect to Agiliti’s directors and executive officers immediately after the closing is set forth in the section entitled “Management and Board of Directors After the Business Combination” beginning on page 55 in the Proxy Statement/Prospectus Supplement and is incorporated herein by reference.

On January 4, 2019, each of Messrs. Leonard, Bell, Gottlieb, Nelson, Schochet, Sperling and Workman and Ms. Preiner were appointed to serve as directors of the post-combination company effective immediately following the consummation of the Business Combination. Mr. Workman was appointed as Chairman of the board of directors. The size of the board is eight members. Biographical information for these individuals is set forth in the section entitled “Management and Board of Directors After the Business Combination” beginning on page 55 of the Proxy Statement/Prospectus Supplement and is incorporated herein by reference.

The Board appointed Messrs. Gottlieb, Schochet and Workman to serve on the Audit Committee, with Mr. Workman serving as its Chairman. The Board appointed Messrs. Workman, Bell and Nelson to serve on the Compensation Committee, with Mr. Bell serving as its Chairman. The Board appointed Messrs. Gotliebb, Sperling and Nelson and Ms. Preiner to serve on the Nominating and Governance Committee, with Mr. Nelson serving as its Chairman. Information with respect to Agiliti’s Audit Committee, Compensation Committee and Nominating and Governance Committee is set forth in the section entitled “Management and Board of Directors After the Business Combination — Committees of the Board of Directors” beginning on page 58 of the Proxy Statement/Prospectus Supplement and is incorporated herein by reference.

In accordance with the amended and restated certificate of incorporation of Agiliti, Agiliti’s board of directors is divided into three classes, each comprising as nearly as possible one-third of the directors and serving three-year terms with only one class of directors being elected in each year. Messrs. Schochet and Nelson were assigned to Class I, Messrs. Leonard and Gottlieb and Ms. Preiner were assigned to Class II, and Messrs. Workman, Bell and Sperling were assigned to Class III. Each Class I director will have a term that expires at Agiliti’s annual meeting of stockholders in 2019, each Class II director will have a term that expires at Agiliti’s annual meeting of stockholders in 2020 and each Class III director will have a term that expires at Agiliti’s annual meeting of stockholders in 2021, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.

In connection with the consummation of the Business Combination, on January 4, 2019, Thomas J. Leonard was appointed to serve as Agiliti’s Chief Executive Officer, Mr. James B. Pekarek was appointed to serve as Executive Vice President and Chief Financial Officer, Mr. Kevin E. Ketzel was appointed to serve as President, Ms. Bettyann Bird was appointed to serve as Senior Vice President, Marketing, Mr. Robert L. Creviston was appointed to serve as Chief Human Resources Officer, Mr. Scott A. Christensen was appointed to serve as Vice

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President, Controller and Chief Accounting Officer, and Ms. Lee Neumann was appointed to serve as Senior Vice President, General Counsel and Corporate Secretary. Biographical information for these individuals is set forth in the section entitled “Management and Board of Directors After the Business Combination” beginning on page 55 of the Proxy Statement/Prospectus Supplement and is incorporated by reference herein.

In connection with the closing, on January 4, 2019, immediately prior to the consummation of the Business Combination, Mr. Kent R. Weldon ceased to be a director of Agiliti and each executive officer of Agiliti immediately prior to the closing ceased to be an executive officer.

Executive Compensation

The information set forth in Exhibit 99.2 to this Current Report on Form 8-K which includes the executive compensation information of Agiliti is incorporated herein by reference.

Director Compensation

The board of directors of Agiliti has not approved a director compensation program to date.

Certain Relationships and Related Transactions

The information set forth in the sections entitled “Certain Relationships and Related Person Transactions — Related Party Transactions Following the Business Combination” and “Proposal No. 1 — Approval of the Business Combination — The Tax Receivables Agreement” beginning on page 255 and page 96 of the Proxy Statement/Prospectus, respectively, are incorporated herein by reference. The information set forth in the sections entitled “Supplemental Information to Proposal No. 1 — Approval of the Business Combination — Description of the Director Nomination Agreement with THL Stockholder”, “Supplemental Information to Proposal No. 1 — Approval of the Business Combination — Description of the Tax Receivable Agreement” and “Supplemental Information to Proposal No. 1 — Approval of the Business Combination — Description of the Registration Rights Agreement” on pages 37 and 38 of the Proxy Statement/Prospectus are incorporated herein by reference.

Additionally, the information set forth in the sections entitled “Assignment and Assumption Agreement” and “Advisory Services Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The information set forth under “Introductory Note” in this Current Report on Form 8-K is incorporated herein by reference.

Director Independence

At the closing of the Business Combination, the board of directors of Agiliti adopted NASDAQ listing standards to assess director independence. All of Agiliti’s directors are independent pursuant to the NASDAQ listing rules, except Mr. Leonard, Agiliti’s Chief Executive Officer.

Legal Proceedings

The information set forth in the section entitled “Information about UHS — Legal Proceedings” on page 177 of the Proxy Statement/Prospectus is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

The information set forth in the section entitled “Price Range of Securities and Dividends—FSAC” on page 257 of the Proxy Statement/Prospectus is incorporated herein by reference.

Market Information and Holders of Agiliti

The Agiliti Common Stock and Agiliti Warrants will not be listed on a national stock exchange. Historically there has not been, and currently there is no established public market for the Agiliti Common Stock or the Agiliti Warrants. Agiliti has agreed to register an aggregate of 115,384,844 shares of Agiliti Common Stock, including Agiliti Common Stock underlying Agiliti Warrants and Options.

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As of January 4, 2019, there were 2,975,618 outstanding options to purchase Agiliti Common Stock, 37,950,000 Agiliti Warrants and no securities convertible into Agiliti Common Stock. Agiliti has reserved a total of 10,356,000 shares of Agiliti Common Stock for issuance pursuant to the 2018 Omnibus Incentive Plan, subject to certain adjustments set forth therein.

As of January 4, 2019, following the consummation of the Business Combination, there were seven holders of Agiliti Common Stock and two holders of Agiliti Warrants.

Dividends of Agiliti

We have not paid any cash dividends on the Agiliti Common Stock. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of Agiliti’s board of directors. However, we do not anticipate paying any dividends on the Agiliti Common Stock for the foreseeable future.

Recent Sales of Unregistered Securities

In connection with the closing of the Business Combination, FSAC issued 86,795,398 shares of FSAC Class A Common Stock to THL Stockholder in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). These shares were converted into shares of Agiliti Common Stock on a one-for-one basis at the closing of the Business Combination.

Description of Registrant’s Securities

Following the Business Combination, FSAC is a wholly-owned subsidiary of Agiliti. Pursuant to FSAC’s amended and restated certificate of incorporation, there are 1,000 shares of common stock, par value $0.0001 per share authorized, all of which are outstanding and held by Agiliti following the Business Combination.

The information set forth in the section entitled “Description of Agiliti’s Securities” beginning on page 245 of the Proxy Statement/Prospectus is incorporated herein by reference.

Indemnification of Directors and Officers

The information set forth in “Part II — Indemnification of Directors and Officers” of the Proxy Statement/Prospectus and in the section entitled “Indemnification Agreements” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Financial Statements, Supplementary Data and Exhibits

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference. The financial statements of Agiliti Health, Inc. (f/k/a Universal Hospital Services, Inc.) and Subsidiaries included in the Proxy Statement/Prospectus beginning on page F-31 and in Appendix C in the Proxy Statement/Prospectus Supplement beginning on page C-1, are incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On the Closing Date, all of FSAC’s outstanding units separated into their component parts of one share of FSAC Class A Common Stock and one half of one warrant to purchase one share of FSAC Class A Common Stock and shares of FSAC Class A common stock, FSAC’s warrants and FSAC’s units ceased trading on the NASDAQ stock exchange.

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Item 3.03 Material Modification to Rights of Security Holders

On the Closing Date, in connection with the consummation of the Business Combination, FSAC’s Certificate of Incorporation and Bylaws were amended and restated. Following the Business Combination, FSAC is a wholly-owned subsidiary of Agiliti. Pursuant to FSAC’s amended and restated certificate of incorporation, there are 1,000 shares of common stock, par value $0.0001 per share authorized, all of which are outstanding and held by Agiliti following the Business Combination.

The foregoing description of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of FSAC does not purport to be complete and is qualified in its entirety by the terms of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

The information in the section entitled “Assignment and Assumption Agreement” in Item 1.01 in this Current Report on Form 8-K is incorporated herein by reference.

Item 4.01. Change in Registrant’s Certifying Accountant.

On January 4, 2019, the board of directors of Agiliti approved the engagement of KPMG LLP (“KPMG”) as Agiliti’s independent registered public accounting firm to audit Agiliti’s consolidated financial statements for the year ending December 31, 2019.  KPMG served as the independent registered public accounting firm of Agiliti Health prior to the Business Combination.  Accordingly, Marcum LLP (“Marcum”), the  independent registered public accounting firm of FSAC prior to the Business Combination, was informed of its dismissal as the independent registered public accounting firm effective on January 4, 2019.

Marcum’s report on FSAC’s financial statements as of December 31, 2017 and the related statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2017, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the period from March 21, 2017 to December 31, 2017, and the subsequent period through January 4, 2019, there were no: (i) disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

During the period from March 21, 2017 to December 31, 2017, and subsequent period through January 4, 2019, FSAC has not consulted with KPMG regarding the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the financial statements of FSAC.

A letter from Marcum is attached as Exhibit 16.1 to this Form 8-K.

Item 5.01. Changes in Control of Registrant.

The information set forth under “Introductory Note” and Item 2.01 in this Current Report on Form 8-K is incorporated herein by reference.

Following the Business Combination, FSAC is a wholly-owned subsidiary of Agiliti. Following the Business Combination, THL Stockholder holds approximately 99.2% of Agiliti Common Stock (excluding shares of common stock issuable upon exercise of warrants). The total consideration to acquire Agiliti Holdco was approximately $1.44 billion. Such aggregate consideration consisted of cash and/or shares of Agiliti Common Stock and/or fully-vested options to purchase shares of Agiliti Common Stock. The sources of funds for the Business Combination include $660 million from a seven year senior secured delayed draw term loan facility entered into on the Closing Date, approximately $34 million from a five year senior secured revolving credit facility in an aggregate principal amount of $150,000,000 entered into on the Closing Date, approximately $19.6 million of existing capital leases rollover, approximately $21.8 million of equity rollover by existing holders, $737.8 million from the THL Stockholder pursuant to the Backstop Agreement and approximately $4.5 million from FSAC’s trust account.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 4, 2019, Mr. Sperling ceased to be the Executive Chairman and Mr. Weldon ceased to be the Vice Chairman and director of FSAC. Additionally on January 4, 2019, Messrs. Michael A. Bell, Gary L. Gottlieb, Henry A. McKinnell and Paul M. Montrone ceased to be directors of FSAC and Messrs. Arthur G. McAleer and Charles P. Holden and Ms. Shari H. Wolkon ceased to be the President, Chief Financial Officer and General Counsel and Secretary of FSAC, respectively.

On January 4, 2019, the directors of Agiliti were appointed to serve in identical capacities of FSAC. Messrs. Leonard, Pekarek and McCabe and Ms. Neuman were appointed to serve as Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer, respectively.  Biographical information with respect to such directors and executive officers is set forth in the section entitled “Management and Board of Directors After the Business Combination” beginning on page 55 of the Proxy Statement/Prospectus Supplement and under “Directors and Executive Officers” in Item 2.01 of this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth in the section entitled “Proposal No. 4 — The Incentive Plan Proposal” beginning on page 136 of the Proxy Statement/Prospectus in the section entitled “Supplemental Information to Proposal No. 4 — The Incentive Plan Proposal” on page 49 of the Proxy Statement/Prospectus Supplement and under “2018 Omnibus Incentive Plan” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On January 4, 2019, concurrently with the consummation of the Business Combination and in accordance with the terms of the A&R Merger Agreement, Agiliti assumed the 2007 Stock Option Plan and the 2018 Executive Management Stock Option Plan of Agiliti Holdco. These plans govern the options to purchase Agiliti Common Stock that were rolled over from Agiliti Holdco upon the closing of the Business Combination. Also on January 4, 2019, Agiliti assumed the Agiliti Health Executive Severance Plan. The information set forth in the section entitled “Information About UHS — Executive Compensation Discussion and Analysis — Potential Payments Under Our Executive Severance Pay Plan” on page 194 of the Proxy Statement/Prospectus and in Exhibit 99.2 to this Current Report on Form 8-K which includes the executive compensation information of Agiliti is incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, FSAC ceased being a shell company. The material terms of the Business Combination are described in the section entitled “Supplemental Information to Proposal No. 1 — Approval of the Business Combination” beginning on page 35 of the Proxy Statement/Prospectus Supplement, in the section entitled “Proposal No. 1 — Approval of the Business Combination” beginning on page 81 of the Proxy Statement/Prospectus, in the information set forth under “Introductory Note” and in the information set forth under Item 2.01 in this Current Report on Form 8-K, each of which is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On January 4, 2019, FSAC issued a press release announcing the consummation of the Business Combination. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.3 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01. Financial Statement and Exhibits.

(a)                                 Financial statements of businesses acquired

The financial statements of Agiliti Health, Inc. (f/k/a Universal Hospital Services, Inc.) and Subsidiaries included in the Proxy Statement/Prospectus beginning on page F-31 and in Appendix C in the Proxy Statement/Prospectus Supplement beginning on page C-1, are incorporated herein by reference.

The financial statements of FSAC included in the Proxy Statement/Prospectus beginning on page F-1 and in FSAC’s Quarterly Report on Form 10-Q for the quarters ended September 30, 2018 and 2017 beginning on page 1, are incorporated herein by reference.

(b)                                 Pro Forma Financial Information

The information set forth in Exhibit 99.1 to this Current Report on Form 8-K, which includes the unaudited pro forma condensed combined financial information of Agiliti for the year ended December 31, 2017 and for and as of the nine months ended September 30, 2018, is incorporated herein by reference.

(d)                       Exhibits.

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(a)                 Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

†                         Indicates a management contract or compensatory plan.

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SIGNATURE

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

Dated: January 10, 2019

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