THL Agiliti LLC entered into an Agreement and Plan of Merger to acquire remaining 27.60973% stake in Agiliti, Inc. for approximately $410 million.
February 25, 2024
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THL Agiliti LLC entered into an Agreement and Plan of Merger to acquire remaining 27.60973% stake in Agiliti, Inc. (NYSE:AGTI) for approximately $410 million on February 26, 2024. Agiliti entered into a definitive merger agreement pursuant to which an affiliate of private equity firm Thomas H. Lee Partners, L.P., the company?s majority shareholder, will acquire all outstanding shares of Agiliti common stock not currently owned by THL and its affiliates and certain management shareholders for $10.00 per share in cash, implying an enterprise value of approximately $2.5 billion. The Merger Agreement provides that (i) Agiliti would be required to pay Parent a termination fee of $8,803,499 under certain specified circumstances prior to receipt of the Stockholder Written Consent and (ii) Parent would have been required to pay an amount to Agiliti and its subsidiaries expense reimbursement of up to $2 million in the aggregate if the Merger Agreement was terminated due to failure to deliver the Stockholder Written Consent. The transaction is expected to close in the first half of 2024, subject to customary closing conditions. The transaction has been approved by THL Agiliti LLC in its capacity as the majority shareholder of Agiliti and no other shareholder approval is required. Upon completion of the transaction, Agiliti will become a private company and will no longer be publicly listed or traded on the New York Stock Exchange. The transaction is expected to close in the first half of 2024.
Centerview Partners LLC is acting as exclusive financial advisor to the Special Committee. Michael J. Aiello; Sachin Kohli of Weil, Gotshal & Manges LLP is acting as legal counsel to the Special Committee. Goldman Sachs & Co. LLC is acting as exclusive financial advisor to THL. William M. Shields; Craig E. Marcus; Scott A. Abramowitz of Ropes & Gray LLP is acting as legal counsel to THL.
Agiliti, Inc. is an essential service provider to the United States healthcare industry. The Company offers healthcare providers a comprehensive suite of medical equipment management and service solutions. The Companyâs gateway solutions offer an entry point to the economic buyer and include peak needs equipment, surgical lasers and equipment, specialty beds and surfaces and supplemental clinical engineering services. Its vertical solutions include clinical offerings tailored to specific patient needs and clinical engineering programs for equipment categories. The Company provides comprehensive, connected solutions through onsite managed services and outsourced clinical engineering services. The Company also provides comprehensive logistics, management and clinical engineering solutions that allow IDNs to manage equipment inventories across multiple locations, and supports city, state and federal government agencies in managing and maintaining equipment stockpiles.
AGILITI, INC. 
