AGILITI, INC. \DE (Form: S-4/A, Received: 10/09/2018 06:05:01)

Agiliti, Inc.

/s/ CHARLES P. HOLDEN

Charles P. Holden

Chief Financial Officer

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As filed with the Securities and Exchange Commission on October 5, 2018

Registration No. 333-226975

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AGILITI, INC.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		7350 (Primary Standard Industrial Classification Code Number)		83-1608463 (I.R.S. Employer Identification No.)

100 Federal Street, 35th Floor
Boston, MA 02110
(617) 227-1050
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Charles P. Holden
Chief Financial Officer
100 Federal Street, 35th Floor
Boston, MA 02110
Telephone: (617) 227-1050
Facsimile: (617) 227-3514
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Carol Anne Huff Ana Sempertegui Kirkland & Ellis LLP 300 North LaSalle Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200		Harvey M. Eisenberg Raymond O. Gietz Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective and after all conditions under the
Merger Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý		Smaller reporting company o Emerging growth company o

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 7(a)(2)(B) of the Securities Act. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be Registered	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee




Common Stock(2)(3)	155,273,000	$10.12	$1,571,362,760	$195,634.67(4)

(1): Based on the market price on August 20, 2018 of the Class A common stock of Federal Street Acquisition Corp., a Delaware corporation ("FSAC"), to which the Registrant will succeed after the transactions described in the proxy statement/prospectus filed herewith.
(2): In connection with the business combination described in the proxy statement/prospectus filed herewith: (a) all of the common stock and options to purchase common stock of UHS Holdco, Inc., a Delaware corporation ("UHS Holdco"), shall be converted into cash, and, such shares of common stock and shares issuable upon exercise of such options, representing in aggregate up to 34,823,000 shares of common stock, par value $0.0001 per share ("common stock") of Agiliti, Inc., a Delaware corporation ("Agiliti") (the "UHS Equity Consideration"); (b) all of the Class A common stock of FSAC, including (i) 46,000,000 shares of Class A common stock held by public stockholders, (ii) 11,500,000 shares of Class A common stock to be issued upon conversion of the 11,500,000 shares of Class F common stock and (iii) 25,000,000 shares of Class A common stock to be issued in a private placement immediately prior to the contemplated business combination, shall be converted into an aggregate of 82,500,000 shares of common stock of Agiliti (the "FSAC Consideration"); and (c) all of the warrants to purchase Class A common stock of FSAC shall become, in accordance with their terms, warrants to purchase common stock of Agiliti (the "Warrants") and Agiliti shall assume all rights and obligations under the Warrant Agreement governing such Warrants, which shall thereafter be exercisable for an aggregate of 37,950,000 shares of common stock of Agiliti (the "Warrant Shares"). This registration statement registers the UHS Equity Consideration, the FSAC Consideration and the Warrant Shares. The number of shares registered hereby constituting UHS Equity Consideration or FSAC Consideration may be reallocated in the event that the amount of FSAC Consideration is reduced due to redemptions of FSAC Class A common stock and the maximum amount of UHS Equity Consideration is increased as described in this registration statement.
(3): Includes common stock issuable in exchange for outstanding shares of Class A common stock of FSAC underlying units of FSAC, each such unit consisting of one share of Class A common stock and one half of one warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock of FSAC.
(4): Previously paid in connection with the initial filing of this registration statement on August 22, 2018.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

This Amendment No. 2 to Registration Statement on Form S-4 (Commission File No. 333-226975) is being filed solely for the purpose of filing Exhibits 4.1, 5.1, 8.1, 21.1 and 99.1 thereto, and no changes or additions are being made hereby to the prospectus that forms a part of the Registration Statement. Accordingly, the prospectus is being omitted from this filing.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended, or the Securities Act.

Agiliti's certificate of incorporation provides for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and Agiliti's bylaws provide for indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law.

In addition, effective upon the consummation of the Business Combination, as defined in Part I of this registration statement, Agiliti has entered into indemnification agreements with directors, officers, and some employees containing provisions which are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements require Agiliti, among other things, to indemnify its directors against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Exhibits and Financial Statements

The financial statements filed as part of this registration statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.

Undertakings

The undersigned registrant, hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i.: To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
ii.: To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
iii.: To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the

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securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.: Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
ii.: Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
iii.: The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
iv.: Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)

That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(7)

That every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and FSAC being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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EXHIBIT INDEX

		Document

2.1(a	)	Agreement and Plan of Merger, dated as of August 13, 2018, by and among FSAC, Agiliti, FSAC Merger Sub, Umpire Equity Merger Sub, Umpire Cash Merger Sub, UHS Holdco, solely in their capacities as Majority Stockholders, IPC/UHS, L.P., and IPC/UHS Co-Investment Partners, L.P., and solely in its capacity as the Stockholders' Representative, IPC/UHS, L.P. (included as Annex A to the proxy statement/prospectus forming a part of this Registration Statement).
3.1		Form of Amended and Restated Certificate of Incorporation of Agiliti (included as Exhibit J to Annex A to the proxy statement/prospectus forming a part of this Registration Statement).
3.2		Form of Amended and Restated Bylaws of Agiliti (included as Exhibit K to Annex A to the proxy statement/prospectus forming a part of this Registration Statement).
4.1		Specimen Common Stock Certificate of Agiliti.
4.2		Specimen Warrant Certificate of Federal Street Acquisition Corp. (incorporated by reference to Exhibit 4.3 of FSAC's Registration Statement on Form S-1 filed June 21, 2017).
4.3		Warrant Agreement, dated July 18, 2017, between FSAC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of FSAC's Current Report on Form 8-K filed July 24, 2017).
4.4		Indenture, dated as of August 7, 2012, among UHS Opco, UHS Surgical Services, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to UHS Opco's Quarterly Report on Form 10-Q filed August 13, 2012).
5.1		Opinion of Kirkland & Ellis LLP relating to the validity of the shares of common stock of Agiliti.
8.1		Form of opinion of Kirkland & Ellis LLP relating to certain tax matters.
10.1		Form of Registration Rights Agreement, by and among Agiliti, IPC/UHS, L.P. and IPC/UHS Co-Investment Partners, L.P., THL Stockholder, Thomas J. Leonard and the other holders named therein or thereafter become a party thereto (incorporated by reference to Exhibit D of Exhibit 2.1 to FSAC's Current Report on Form 8-K/A filed August 14, 2018).
10.2		Form of Director Nomination Agreements, by and between Agiliti and each of IPC/UHS, L.P. and IPC/UHS Co-Investment Partners, L.P. and THL Stockholder (incorporated by reference to Exhibit E of Exhibit 2.1 to FSAC's Current Report on Form 8-K/A filed August 14, 2018).
10.3		Voting Agreement, dated as of August 13, 2018, by and between FS Sponsor LLC and UHS Holdco (incorporated by reference to Exhibit 10.1 to FSAC's Current Report on Form 8-K/A filed August 14, 2018).
10.4		Voting, Restrictive Covenant and Support Agreement, by and among IPC/UHS, L.P., IPC/UHS Co-Investment Partners, L.P., FSAC and Agiliti (incorporated by reference to Exhibit 10.2 to FSAC's Current Report on Form 8-K/A filed August 14, 2018).
10.5		Form of Voting, Support and Restrictive Covenant Agreements, dated as of August 13, 2018, by and among FSAC and members of management of UHS Holdco (incorporated by reference to Exhibit 10.3 to FSAC's Current Report on Form 8-K/A filed August 14, 2018).

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		Document

10.6		Form of Subscription Agreement by and between FSAC and each of the investors party to such agreement (incorporated by reference to Exhibit 10.4 to FSAC's Current Report on Form 8-K/A filed August 14, 2018).
10.7		Subscription Agreement, dated as of August 13, 2018, by and between FSAC and THL Stockholder (incorporated by reference to Exhibit 10.5 to FSAC's Current Report on Form 8-K/A filed August 14, 2018).
10.8	†*	Form of Agiliti's 2018 Omnibus Incentive Plan (included as Annex B to the proxy statement/prospectus forming a part of this Registration Statement).
10.9	†	Amended and Restated 2007 Stock Option Plan, dated as of November 4, 2014, executed by UHS Holdco (incorporated by reference to Exhibit 10.2 to UHS Opco's Quarterly Report on Form 10-Q filed November 6, 2014).
10.10	†	Form of notice to option holders regarding amendments to outstanding options (incorporated by reference to Exhibit 10.3 to UHS Opco's Quarterly Report on Form 10-Q filed on November 6, 2014).
10.11	†	Form of Option Agreement Evidencing a Grant of an Option Under the 2007 Stock Option Plan, dated as of May 8, 2015, between UHS Opco and Thomas Leonard (incorporated by reference to Exhibit 10.3 to UHS Opco's Quarterly Report on Form 10-Q filed on May 13, 2015).
10.12	†	Amendment One to Option Agreement, dated March 14, 2016, between UHS Holdco and Thomas Leonard (incorporated by reference to Exhibit 10.25 to UHS Opco's Form 10-K filed on March 15, 2016).
10.13	†	Universal Hospital Services, Inc. Executive Severance Pay Plan, dated November 2, 2016 (incorporated by reference to Exhibit 10.1 to UHS Opco's Quarterly Report on Form 10-Q filed on November 7, 2016).
21.1		Subsidiaries of Agiliti.
23.1	**	Consent of Marcum LLP, independent registered public accounting firm of FSAC.
23.2	**	Consent of KPMG LLP, independent registered public accounting firm of UHS Opco and subsidiaries.
23.3		Consents of Kirkland & Ellis LLP (included as part of the opinions filed as Exhibit 5.1 and Exhibit 8.1 hereto and incorporated herein by reference).
23.4	**	Consent of BSI Group of America, Inc. (British Standards Institute).
24.1	**	Powers of Attorney.
99.1		Form of FSAC's Proxy Card.
99.2	**	Consent of John Howard (Director nominee).
99.3	**	Consent of Joshua M. Nelson (Director nominee).
99.4	**	Consent of Megan M. Preiner (Director nominee).
99.5	**	Consent of Keith Zadourian (Director nominee).
99.6	**	Consent of Thomas J. Leonard (Director nominee).

*: To be filed by amendment.

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**: Previously filed.
†: Indicates a management contract or compensatory plan.
(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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 2 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts, on the 5th day of October, 2018.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date


* Scott M. Sperling	President and Director (Principal Executive Officer)	October 5, 2018
/s/ CHARLES P. HOLDEN Charles P. Holden	Chief Financial Officer (Principal Financial and Accounting Officer)	October 5, 2018
* Kent R. Weldon	Director	October 5, 2018

*: The undersigned, by signing his name hereto, signs and executes this Amendment No. 2 to registration statement pursuant to the Powers of Attorney executed by the above-named signatories and previously filed with the Securities and Exchange Commission on August 22, 2018.


/s/ CHARLES P. HOLDEN Charles P. Holden Attorney-in-fact

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Explanatory Note
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
EXHIBIT INDEX

Exhibit 4.1

SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP AND TRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF PAR VALUE $0.0001 EACH OF AGILITI, INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation of the Corporation and its Bylaws (as such documents may be amended from time to time), and the holder of this Certificate, by acceptance hereof, assents to all such provisions. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile signatures of its duly authorized officers. 2018 0000001

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations; TEN COM TENENT IT TEN -as tenants in common -as tenants by the entireties -as joint tenants with right of vorship and not as tenants UNIF GIFr MINACT-Custodian----(CUlt) (Minor) under Uniform Gifts to Minors Act------,------,---- (S1a o) mcommon -trustee under Agreement dated-----TIEE Additional abbreviations may also be used though not in the above list. For value received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCWDING POSTAL ZIP CODE OF ASSIGNEE. Shares of the common stock represented by this certificate and do hereby irrevocably constitute and appoint---------------------------------------------attorney, to transfer the said stock on the books of the within-named corporation with full power of substitution in the premises. DATED NOTICE:Tlle signature to It!is assignment must correspond wiltlltle name aswritten upon ltle face of ltle certificate in IMiry particular wHhout alteration or enlargement or any change whaiiMir. SIGNATURE GUARANTEED; THE SIClNAl\JRE(SlSHOULD BE ClUARArflEED BY AN ELICliBL.E ClUARAIIITOR INSTIT\JTION.IBANKS STOCKBROKERSSAVINGS AND LOANASSOCIATlONSAND CREDrTUNIONSWITHMEMBERSHIP IN AN APPROVED SIGNA 1 URE GUARANTEE MEDALLIONPROGRAM),PURSUANT TO S.E.C.RULE 17M-15.

Exhibit 5.1



	300 North LaSalle Chicago, IL 60654

	(312) 862-2000 www.kirkland.com	Facsimile: (312) 862-2200

October 5, 2018

Agiliti, Inc.
100 Federal Street, 35th Floor
Boston, MA 02110

Ladies and Gentlemen:

We are acting as special counsel to Agiliti, Inc., a Delaware corporation (the “ Company ”), in connection with the preparation and filing of a Registration Statement on Form S-4, which includes the Proxy Statement of Federal Street Acquisition Corp. (“ FSAC ”), originally filed with the Securities and Exchange Commission (the “ Commission ”) on August 23, 2018 (File No. 333-226975), under the Securities Act of 1933, as amended (the “ Act ”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “ Registration Statement ”).

Up to 117,323,000 shares of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), including shares of Common Stock to be issued upon exercise of options (the “ Rollover Options ”), are to be issued in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 13, 2018, by and among FSAC, the Company, FSAC Merger Sub, Inc., Umpire Equity Merger Sub, Inc., Umpire Cash Merger Sub, Inc., UHS Holdco, Inc. (“ UHS Holdco ”), solely in their capacities as Majority Stockholders, IPC/UHS, L.P. and IPC/UHS Co-Investment Partners, L.P., and solely in its capacity as the Stockholders’ Representative, IPC/UHS, L.P. (as it may be amended from time to time, the “ Merger Agreement ”). Such shares of Common Stock, when issued in accordance with the Merger Agreement, and in the case of the Rollover Options, in accordance with the Merger Agreement and the UHS Holdco, Inc. Stock Option Plan and the 2018 Executive Management Stock Option Plan (together, the “ Assumed Incentive Plans ”), are referred to herein as the “ Merger Shares ” and the issuance of the Merger Shares is referred to herein as the “ Merger Issuance ”.

37,950,000 shares of Common Stock are to be issued upon the exercise of warrants (the “ Warrants ”) issued pursuant to that certain Warrant Agreement, dated July 18, 2017, by and between FSAC and Continental Stock Transfer & Trust Company (as the same may be amended, the “ Warrant Agreement ”), which Warrants will be exercisable for shares of Common Stock beginning 30 days following the consummation of the transactions contemplated by the Merger Agreement. Such shares of Common Stock, when issued in accordance with the Warrant Agreement are referred to herein as the “ Warrant Shares ,” the issuance of the Warrant Shares is

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referred to herein as the “ Warrant Issuance ,” and the Warrant Issuance together with the Merger Issuance is collectively referred to herein as the “ Issuance .”

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Merger Agreement filed as Exhibit 2.1 to the Registration Statement; (ii) the Warrant Agreement; (iii) the Assumed Incentive Plans; (iv) the merger certificates prepared pursuant to the Merger Agreement and to be filed with the Secretary of State of the State of Delaware (the “ Secretary ”) prior to the Merger Issuance (the “ Merger Certificates ”); (v) the Amended and Restated Certificate of Incorporation (the “ Charter ”) of the Company in the form filed as Exhibit 3.1 to the Registration Statement and to be filed with the Secretary prior to the Merger Issuance; (vi) the Amended and Restated Bylaws (the “ Bylaws ”) of the Company in the form filed as Exhibit 3.2 to the Registration Statement; (vii) resolutions of the board of directors and the stockholder of the Company with respect to the Issuance; and (viii) the Registration Statement.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others as to factual matters.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:

(a) when (i) the Merger Certificates have been filed with and accepted by the Secretary, (ii) the Bylaws are adopted by the board of directors of the Company, (iii) the Charter is validly adopted and filed with the Secretary, (iv) the certificates evidencing the Merger Shares have been duly executed and authenticated in accordance with the provisions of the Merger Agreement and duly delivered to the stockholders of FSAC and UHS Holdco in exchange for their shares of common stock of FSAC and UHS Holdco, as applicable, (v) in the case of the Rollover Options, the holders of the Rollover Options have paid the exercise price for the applicable Merger Shares in accordance with the Assumed Incentive Plans and the certificates evidencing such Merger Shares have been duly executed and authenticated in accordance with the provisions of the Assumed Incentive Plans and duly delivered to the holders of such Rollover Options in exchange for such Rollover Options, (vi) the appropriate certificates representing the Merger Shares are duly countersigned and registered by the Company’s transfer agent/registrar;

and (vii) the Registration Statement becomes effective under the Act, the Merger Shares will be duly authorized and validly issued, fully paid and nonassessable; and

(b) when (i) the Merger Certificates are filed with and accepted by the Secretary, (ii) the holders of the Warrants have paid the exercise price for the Warrant Shares pursuant to the Warrant Agreement, (iii) the certificates evidencing the Warrant Shares have been duly executed and authenticated in accordance with the provisions of the Warrant Agreement and duly delivered to the holders of the Warrants in exchange for such Warrants, (iv) the appropriate certificates representing the Warrant Shares are duly countersigned and registered by the Company’s transfer agent/registrar, and (v) the Registration Statement becomes effective under the Act, the Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable.

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the Offering.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement.

	Sincerely,

	/s/ Kirkland & Ellis LLP

	KIRKLAND & ELLIS LLP

Exhibit 8.1

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

www.kirkland.com

Facsimile::
(212) 446-4900

[ ], 2018

Federal Street Acquisition Corp.

100 Federal Street, 35th Floor

Boston, MA 02110

Dear Federal Street Acquisition Corp.:

We are United States tax counsel to Federal Street Acquisition Corp., a Delaware corporation (“FSAC”), in connection with the preparation of the registration statement on Form S-4 (as amended or supplemented, the “Registration Statement”) (Registration 333-226975) originally filed with the Securities and Exchange Commission (the “Commission”) on August 23, 2018, under the Securities Act of 1933, as amended (the “Securities Act”), by Agiliti, Inc., a Delaware corporation (“Agiliti”). The Registration Statement relates to the registration of the UHS Equity Consideration, the FSAC Consideration (which consists of an aggregate of 82,500,000 shares of common stock of Agiliti) and the Warrant Shares, in each case, as described in the Registration Statement.

The Registration Statement is being filed in connection with the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 13, 2018, by and among FSAC, AGILITI, UMPIRE SPAC MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of AGILITI (“Parent Merger Sub”), UMPIRE EQUITY MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of AGILITI (“Company Equity Merger Sub”), UMPIRE CASH MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent Merger Sub (“Company Cash Merger Sub” and together with Company Equity Merger Sub, the “Company Merger Subs”, the Company Merger Subs collectively with Parent Merger Sub, the “Merger Subs”, and the Merger Subs together with AGILITI and FSAC, the “Parent Parties”), UHS HOLDCO, INC., a Delaware corporation (the “Company”), solely in their capacities as the Majority Stockholders, IPC/UHS, L.P (“IPC”), and IPC/UHS Co-Investment Partners, L.P., each a Delaware limited partnership (collectively, the “Majority Stockholders”) and, solely in its capacity as the Stockholders’ Representative pursuant to Section 9.14 of the Merger Agreement, IPC (the “Stockholders’ Representative”).

Capitalized terms not otherwise defined herein shall have the same meanings attributed to such terms in the Registration Statement.

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The Merger Agreement provides that FSAC will participate in the Parent Merger, as a result of which it will become a wholly-owned subsidiary of Agiliti. In the Parent Merger each issued and outstanding share of FSAC common stock, excluding shares of FSAC common stock to be canceled pursuant to Section 2.5(c) of the Merger Agreement and any Parent Redeemed Shares (as defined in the Merger Agreement), will be canceled and convert automatically into one (1) share of Agiliti common stock.

You have requested our opinion concerning the discussion set forth in the section entitled “ Material U.S. Federal Income Tax Considerations to FSAC Common Stockholders and Warrant Holders ” in the Registration Statement. In providing this opinion, we have assumed (without any independent investigation or review thereof) that:

a. Original documents submitted to us (including signatures thereto) are authentic, documents submitted to us as copies conform to the original documents, and that all such documents have been duly and validly executed and delivered where due execution and delivery are a prerequisite to the effectiveness thereof;

b. All factual representations, warranties and statements in the representation letter provided to us by FSAC and Agiliti, are true and accurate as of the date hereof, each party has complied with its covenants and agreements in the Merger Agreement and other documents relating to the Parent Merger and the Parent Merger is being consummated in accordance with the Merger Agreement and the Delaware General Corporation Law; and

c. The Parent Merger will be consummated in accordance with the Merger Agreement, without any waiver or breach of any material provision thereof, and the Parent Merger will be effective under applicable corporate law.

This opinion is based on current provisions of the United States Internal Revenue Code of 1986 (the “Code”), the United States Treasury regulations promulgated by the U.S. Treasury Department, and the interpretation of the Code and such regulations by the courts and the U.S. Internal Revenue Service, as they are in effect and exist at the date of this opinion. It should be noted that statutes, regulations, judicial decisions and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. A material change that is made after the date hereof in any of the foregoing bases for our opinion, or any inaccuracy in the facts or assumptions on which we have relied, could adversely affect our conclusion. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention. No opinion is expressed as to any transactions other than the Parent Merger, or any matter other than those specifically covered by this opinion.

Based upon the foregoing, we confirm that the statements set forth in the Registration Statement under the heading “ Material U.S. Federal Income Tax Considerations to FSAC

Common Stockholders and Warrant Holders ,” insofar as they address the consequences of the Parent Merger to U.S. Holders and Non-U.S. Holders and discuss matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, and except to the extent stated otherwise therein, are our opinion, subject to the assumptions, qualifications and limitations stated herein and therein.

This opinion is furnished to you solely for use in connection with the Registration Statement. This opinion is based on facts and circumstances existing on the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Commission thereunder.

	Very truly yours,


	[Form of Opinion]
	Kirkland & Ellis LLP

Exhibit 21.1

Subsidiaries of Agiliti, Inc.

Name	Percentage Ownership	State of Organization

Umpire SPAC Merger Sub, Inc.	100	Delaware
Umpire Equity Merger Sub, Inc.	100	Delaware
Umpire Cash Merger Sub, Inc.	100	Delaware

Exhibit 99.1

FOR THE SPECIAL MEETING OF STOCKHOLDERS OF FEDERAL STREET ACQUISITION CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Charles P. Holden and Shari H. Wolkon (together, the “Proxies”), and each of them independently, with full power of substitution, as proxies to vote the shares that the undersigned is entitled to vote (the “Shares”) at the special meeting of stockholders of Federal Street Acquisition Corp. (the “Company”) to be held on [•], 2018 at [•] a.m., Eastern time at the offices of [•], and at any adjournments and/or postponements thereof. Such Shares shall be voted as indicated with respect to the proposals listed below and in the Proxies’ discretion on such other matters as may properly come before the special meeting or any adjournment or postponement thereof. The undersigned acknowledges receipt of the accompanying proxy statement and revokes all prior proxies for said meeting. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4 and 5. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. (Continued and to be marked, dated and signed below) P R O X Y C A R D PLEASE MARK YOUR VOTE AS INDICATED IN THIS EXAMPLE FEDERAL STREET ACQUISITION CORP. — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NOS. 1, 2, 3, 4 AND 5. (1) The Business Combination Proposal — To approve and adopt the Agreement and Plan of Merger, dated as of August 13, 2018, by and among the Company, Agiliti, Inc. (“Agiliti”), Umpire SPAC Merger Sub, Inc., Umpire Equity Merger Sub, Inc., Umpire Cash Merger Sub, Inc., UHS Holdco, Inc. (“UHS Holdco”), solely in their capacities as Majority Stockholders, IPC/UHS, L.P. (“IPC/UHS”) and IPC/UHS Co-Investment Partners, L.P. (together, “IPC”), and solely in its capacity as the Stockholders’ Representative, IPC/UHS (as it may be amended from time to time, the “Merger Agreement,” and the transactions contemplated thereby, the “Business Combination”), pursuant to which (i) the Company will become a wholly owned subsidiary of Agiliti and the holders of the Company’s Class A common stock (including Class A common stock issued upon conversion of the Company’s Class F common stock) will receive shares of common stock of Agiliti; and (ii) UHS Holdco, will become a wholly owned subsidiary of the Company and the equityholders of UHS Holdco will receive cash and shares of common stock of Agiliti and/or fully-vested options to purchase shares of common stock of Agiliti as merger consideration. (2) The NASDAQ Proposal — To approve, for purposes of complying with applicable listing rules of The NASDAQ Stock Market LLC, the issuance and sale of securities in a private placement transaction that exceeds 20% of the number of shares of the Company’s common stock outstanding prior to the transaction. (3) The Charter Proposal — To approve the following material differences between the constitutional documents of Agiliti that will be in effect upon the closing of the Business Combination and the Company’s current amended and restated certificate of incorporation: (i) the name of the new public entity will be “Agiliti, Inc.” as opposed to “Federal Street Acquisition Corp.”; (ii) Agiliti will have 350,000,000 authorized shares of common stock and 50,000,000 authorized shares of preferred stock, as opposed to the Company having 220,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; (iii) amendments to the provisions of Agiliti’s certificate of incorporation relating to composition of the board of directors, persons entitled to call a special meeting of the stockholders, stockholders not being able to take actions by written consent, amendments to the bylaws of Agiliti by stockholders, indemnification of directors, the election not to be governed by Section 203 of the Delaware General Corporation Law (“DGCL”) and corporate opportunities will require the affirmative vote of at least 66 2/3% of the voting power of all outstanding shares of capital stock of Agiliti entitled to vote generally in the election of directors as opposed to majority vote as provided in the Company’s charter; (iv) the corporate opportunity doctrine will not apply to directors, officers, employees or representatives of IPC, affiliates of Thomas H. Lee Partners, L.P. (“THL”) nor to their respective affiliates; (v) the election not to be governed by Section 203 of the DGCL and the addition of a provision that is substantially similar to Section 203 of the DGCL, but excludes affiliates of THL, IPC, each of their successors, affiliates and each of their respective transferees from the definition of “interested stockholder”; and (vi) Agiliti’s constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that the Company’s amended and restated certificate of incorporation contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time). (4) The Incentive Plan Proposal — To approve the Agiliti, Inc. 2018 Omnibus Incentive Plan, which is an incentive compensation plan for employees of Agiliti and its subsidiaries, including Universal Hospital Services, Inc., a wholly owned subsidiary of UHS Holdco. (5) The Adjournment Proposal — To adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal and the other proposals set forth above or the Company’s public stockholders have elected to redeem an amount of Company Class A common stock such that the Minimum Cash Condition (as defined in the Merger Agreement) would not be satisfied. ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST FOR AGAINST ABSTAIN ABSTAIN FOR AGAINST FOR AGAINST ABSTAIN Date: , 2018 Signature Signature ( if held jointly) When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by an authorized person. The approval of each of Proposal Nos. 1, 2, 3 and 4 is conditioned on the approval of each other proposal. The approval of the Proposal No. 5 is not conditioned on the approval of any other proposal. A vote to abstain will have the same effect as a vote AGAINST each proposal. The shares represented by the proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is made, this proxy will be voted FOR each of Proposal Nos. 1, 2, 3, 4 and 5. If any other matters properly come before the meeting, the Proxies will vote on such matters in their discretion. X