8-K filed May 7, 2024, 7:59 PM ET CIK 0001749704

M&A confidence high sentiment neutral materiality 0.90

Agiliti completes $2.5B take-private acquisition by THL for $10.00/share

AGILITI, INC. \DE

Merger closed on May 7, 2024; public shareholders received $10.00 per share in cash.
Total enterprise value of $2.5 billion; THL acquired all outstanding shares not already owned.
NYSE trading suspended; delisting and deregistration of common stock requested.
Agiliti borrows $400M incremental term loan to fund merger consideration and pay down debt.
Company becomes privately held subsidiary of THL; SEC reporting obligations will cease.

item 1.01 item 2.01 item 3.03 item 5.03 item 2.03 item 3.01 item 8.01 item 9.01

Machine-readable event card

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accession: 0001193125-24-132655
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cik: 0001749704
company_name: AGILITI, INC. \DE
filed_at: 2024-05-07T23:59:59+00:00
discovered_at: 2026-05-14T18:03:19.878211+00:00
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Source-grounded claims

ba2f61107b0f1fb71f9c84f141ce3df535f4787a

AGILITI, INC. \DE incurred term loan of increased the principal amount of initial term loans by $400 million with JPMorgan Chase Bank, N.A..

the First Amendment increased the principal amount of initial term loans by $400 million under a new incremental term facility, which otherwise has the same terms as those applicable to the existing initial term loans under the Credit Agreement

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

c3275ae07048b924f74ac5b59c74440eb20671bf

AGILITI, INC. \DE: Amended and restated bylaws.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Third Amended and Restated Certificate of Incorporation ”) and the Company’s bylaws, in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “ Fourth Amended and Restated Bylaws ”).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

c42bc79a9824c3ac8e00345d06f9198d03ab72d6

AGILITI, INC. \DE: Amended and restated certificate of incorporation.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Third Amended and Restated Certificate of Incorporation ”) and the Company’s bylaws, in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “ Fourth Amended and Restated Bylaws ”).

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

ddfee84701c7bf5189d0c7904bbb6d78f7875671

AGILITI, INC. \DE underwent a change of control involving Apex Intermediate Holdco, Inc. for $10.00 per Share in cash (closed 2024-05-07).

a demand for appraisal rights in accordance with Section 262 of the Delaware General Corporation Law (“ Dissenting Stockholders ”)), was converted into the right to receive $10.00 per Share in cash, without interest thereon (the “ Merger Consideration ”). The Significant Company Stockholder Shares that were issued and outstanding immediately prior to the

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

bf5b815488bf8572b80617777e161a56fa1899f8

AGILITI, INC. \DE amended First Amendment with the Borrower, the lenders party thereto, the subsidiary guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent valued at $400 million (effective 2024-05-07).

On May 7, 2024, Agiliti Health, Inc. (the “ Borrower ”) and Agiliti Holdco, Inc., each a subsidiary of the Company, and certain of their subsidiaries, entered into an amendment (the “ First Amendment ”) to the Borrower’s Amended and Restated Credit Agreement, dated May 1, 2023 (as amended, the “ Credit Agreement ”), among the Borrower, the lenders party thereto, the subsidiary guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Among other things, the First Amendment increased the principal amount of initial term loans by $400 million under a new incremental term facility, which otherwise has the same terms as those applicable to the existing initial term loans under the Credit Agreement.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

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Chiron Real Estate Inc. June 2, 2026, 4:30 PM ET m_and_a Items 1.01, 2.01, 2.03, 3.02, 3.03, 5.03, 9.01

same fact type: debt_financing, governance_change, ma_transaction, material_agreement same SEC item: 1.01, 2.01, 2.03, 3.03, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

the First Amendment increased the principal amount of initial term loans by $400 million under a new incremental term facility, which otherwise has the same terms as those applicable to the existing initial term loans under the Credit Agreement

Comparable filing

In connection with the closing of the acquisitions of the Landing and the Riviera, the Company, through the Operating Partnership, incurred approximately $147 million of additional indebtedness under the Company’s Third Amended and Restated Credit Facility (the “ Credit Facility ”).

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Enviri II Corp

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Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: debt_financing, governance_change, ma_transaction, material_agreement same SEC item: 1.01, 2.03, 3.03, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

the First Amendment increased the principal amount of initial term loans by $400 million under a new incremental term facility, which otherwise has the same terms as those applicable to the existing initial term loans under the Credit Agreement

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The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)

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OLOX

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same fact type: debt_financing, governance_change, ma_transaction same SEC item: 1.01, 2.01, 2.03, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

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the First Amendment increased the principal amount of initial term loans by $400 million under a new incremental term facility, which otherwise has the same terms as those applicable to the existing initial term loans under the Credit Agreement

Comparable filing

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OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: debt_financing, ma_transaction same SEC item: 1.01, 2.01, 2.03, 3.03, 5.03, 9.01 same event type: m_and_a similar materiality

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the First Amendment increased the principal amount of initial term loans by $400 million under a new incremental term facility, which otherwise has the same terms as those applicable to the existing initial term loans under the Credit Agreement

Comparable filing

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Veris Residential, L.P. May 27, 2026, 4:44 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Third Amended and Restated Certificate of Incorporation ”) and the Company’s bylaws, in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “ Fourth Amended and Restated Bylaws ”).

Comparable filing

Pursuant to the Merger Agreement, following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity. As of the Effective Time, (i) the certificate of formation of Merger Sub I in effect immediately prior to the consummation of the Merger became the certificate of formation of the Surviving Entity, and (ii) the limited liability company agreement of Merger Sub I in effect immediately prior to the consummation of the Merger became the limited liability company agreement of the Surviving Entity.

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same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.03, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ Third Amended and Restated Certificate of Incorporation ”) and the Company’s bylaws, in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “ Fourth Amended and Restated Bylaws ”).

Comparable filing

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same fact type: debt_financing, ma_transaction, material_agreement same SEC item: 1.01, 2.01, 2.03, 9.01 same event type: m_and_a similar materiality

This filing

the First Amendment increased the principal amount of initial term loans by $400 million under a new incremental term facility, which otherwise has the same terms as those applicable to the existing initial term loans under the Credit Agreement

Comparable filing

The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million

Filing page SEC filing

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the First Amendment increased the principal amount of initial term loans by $400 million under a new incremental term facility, which otherwise has the same terms as those applicable to the existing initial term loans under the Credit Agreement

Comparable filing

and (ii) approximately $290 million borrowed under the revolving credit facility thereunder (the "Revolving Facility"

Filing page SEC filing

Source: SEC EDGAR

accession 0001193125-24-132655

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