8-K
filed May 7, 2024, 7:59 PM ET
CIK 0001749704
M&A
confidence high
sentiment neutral
materiality 0.90
AGILITI, INC. \DE: M&A transaction — 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.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
AGILITI, INC. \DE incurred term loan of increased the principal amount of initial term loans by $400 million with JPMorgan Chase Bank, N.A..
- Instrument
- term loan
- Principal
- increased the principal amount of initial term loans by $400 million
- Counterparty
- JPMorgan Chase Bank, N.A.
- Event
- incurrence
Exact text from the 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
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AGILITI, INC. \DE: Amended and restated bylaws.
- Change
- bylaw amendment
Exact text from the 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 ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AGILITI, INC. \DE: Amended and restated certificate of incorporation.
- Change
- charter amendment
Exact text from the 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 ”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
AGILITI, INC. \DE underwent a change of control involving Apex Intermediate Holdco, Inc. for $10.00 per Share in cash (closed 2024-05-07).
- Action
- change of control
- Counterparty
- Apex Intermediate Holdco, Inc.
- Consideration
- $10.00 per Share in cash
- Closing
- 2024-05-07
Exact text from the filing
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
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
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).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- the Borrower, the lenders party thereto, the subsidiary guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent
- Value
- $400 million
- Effective
- 2024-05-07
Exact text from the filing
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.
View on SEC.gov
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