--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-132655" form_type: "8-K" ticker: null cik: "0001749704" company_name: "AGILITI, INC. \\DE" filed_at: "2024-05-07T23:59:59+00:00" generated_at: "2026-06-02T19:23:19.062734+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Agiliti completes $2.5B take-private acquisition by THL for $10.00/share ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-132655 - form_type: 8-K - cik: 0001749704 - company_name: AGILITI, INC. \DE - filed_at: 2024-05-07T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 3.03, 5.03, 2.03, 3.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1749704/000119312524132655/0001193125-24-132655-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1749704/000119312524132655/d828134d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-132655 - JSON: https://secwatch.observer/filing/0001193125-24-132655.json - Plain text: https://secwatch.observer/filing/0001193125-24-132655.txt ## Key facts - Debt Financings 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1749704/000119312524132655/0001193125-24-132655-index.htm - Governance Changes AGILITI, INC. \DE: Amended and restated bylaws. - Change: bylaw amendment source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1749704/000119312524132655/0001193125-24-132655-index.htm - Governance Changes AGILITI, INC. \DE: Amended and restated certificate of incorporation. - Change: charter amendment source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1749704/000119312524132655/0001193125-24-132655-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1749704/000119312524132655/0001193125-24-132655-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1749704/000119312524132655/0001193125-24-132655-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.