UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT

UNDER SECTION 13(e) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

AGILITI, INC.

(Name of the Issuer)

 

 

Agiliti, Inc.

THL Agiliti LLC

Apex Intermediate Holdco, Inc.

Apex Merger Sub, Inc.

Thomas H. Lee Equity Fund VIII, L.P.

Thomas H. Lee Parallel Fund VIII, L.P.

THL Executive Fund VIII, L.P.

THL Fund VIII Coinvestment Partners, L.P.

THL Equity Fund VIII Investors (Agiliti), L.P.

FS Sponsor LLC

THL Holdco, LLC

Thomas H. Lee Advisors, LLC

Thomas H. Lee Partners, L.P.

THL Equity Advisors VIII, LLC

THL Managers VIII, LLC

StepStone H Opportunities Fund, L.P.

StepStone Capital Partners IV, L.P.

StepStone Capital Partners IV Offshore Holdings, L.P.

StepStone Capital Partners IV Europe Holdings SCSP

StepStone K Strategic Opportunities Fund III, L.P.

StepStone KF Private Equity Fund II, L.P.

StepStone Maple Opportunities Fund, L.P.

StepStone Maple Opportunities Fund, L.P.

StepStone P Opportunities Fund, L.P.

Sunstone PE Opportunities Fund, LLC

StepStone H (GP), LLC

StepStone Group LP

StepStone Group Holdings LLC

StepStone Capital IV (GP), LLC

StepStone K Opportunities (GP), LLC

StepStone Partners, L.P.

StepStone KF (GP), LLC

StepStone Maple (GP), LLC

StepStone P (GP), LLC

(Names of Persons Filing Statement)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00848J104

(CUSIP Number of Class of Securities)

 

Agiliti, Inc.

Lee Neumann

Executive Vice President and General Counsel

11095 Viking Drive, Suite 300

Eden Prairie, MN 55344

(952) 893-3200

 

THL Agiliti LLC

Apex Intermediate Holdco, Inc.

Apex Merger Sub, Inc.

Thomas H. Lee Equity Fund VIII, L.P.

Thomas H. Lee Parallel Fund VIII, L.P.

THL Executive Fund VIII, L.P.

THL Fund VIII Coinvestment Partners, L.P.

THL Equity Fund VIII Investors (Agiliti), L.P.

FS Sponsor LLC

THL Holdco, LLC

Thomas H. Lee Advisors, LLC

Thomas H. Lee Partners, L.P.

THL Equity Advisors VIII, LLC

THL Managers VIII, LLC

c/o Thomas H. Lee Partners, L.P.

 

Shari Wolkon

Managing Director and General Counsel

Thomas H. Lee Partners, L.P.

100 Federal Street

Boston, MA 02110

(617) 227-1050

 

StepStone H Opportunities Fund, L.P.

StepStone Capital Partners IV, L.P.

StepStone Capital Partners IV Offshore Holdings, L.P.

StepStone Capital Partners IV Europe Holdings SCSP

StepStone K Strategic Opportunities Fund III, L.P.

StepStone KF Private Equity Fund II, L.P.

StepStone Maple Opportunities Fund, L.P.

StepStone Maple Opportunities Fund, L.P.

StepStone P Opportunities Fund, L.P.

Sunstone PE Opportunities Fund, LLC

StepStone H (GP), LLC

StepStone Group LP

StepStone Group Holdings LLC

StepStone Capital IV (GP), LLC

StepStone K Opportunities (GP), LLC

StepStone Partners, L.P.

StepStone KF (GP), LLC

StepStone Maple (GP), LLC

StepStone P (GP), LLC

 

Andrew Bratt

Deputy General Counsel, Private Equity

4225 Executive Square, Suite 1600

La Jolla, CA 92037

(858) 558-9700

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

 

 

With copies to

 

Michael J. Aiello

Sachin Kohli

Weil, Gotshal & Manges LLP

767 5th Avenue

New York, NY 10153

Telephone: (212) 310-8000

 

Will M. Shields

Craig Marcus

Scott Abramowitz

Ropes & Gray LLP

800 Boylston Street

Boston, MA 02199

(617) 951-7802

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS TRANSACTION, PASSED ON THE MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

This statement is filed in connection with (check the appropriate box):

 

a.       The filing of solicitation materials or an information statement subject to Regulation 14A (§§ 240.14a-1 through 240.14b-2), Regulation 14C (§§ 240.14c-1 through 240.14c-101) or Rule 13e-3(c) (§ 240.13e-3(c)) under the Securities Exchange Act of 1934 (the “Exchange Act”).
b.       The filing of a registration statement under the Securities Act of 1933.
c.       A tender offer.
d.       None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

 

 

 


INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (a) Agiliti, Inc., a Delaware corporation (“Agiliti” or the “Company”), the issuer of the shares of common stock, par value $0.0001 per share (the “Common Stock”) of Agiliti that are the subject of the Rule 13e-3 transaction; (b) Apex Intermediate Holdco, Inc., a Delaware corporation (“Parent”); (c) Apex Merger Sub, Inc. a Delaware corporation (“Merger Sub”); (d) THL Agiliti LLC, a limited liability company organized under the laws of the state of Delaware (the “THL Agiliti Stockholder”), (e) Thomas H. Lee Equity Fund VIII, L.P., a limited partnership organized under the laws of the state of Delaware (“THL Equity VIII”), (f) Thomas H. Lee Parallel Fund VIII, L.P., a limited partnership organized under the laws of the state of Delaware (“Parallel Fund VIII”), (g) THL Executive Fund VIII, L.P., a limited partnership organized under the laws of the state of Delaware (“Executive Fund VIII”), (h) THL Fund VIII Coinvestment Partners, L.P., a limited partnership organized under the laws of the state of Delaware (“Coinvestment VIII”), (i) THL Equity Fund VIII Investors (Agiliti), L.P., a limited partnership organized under the laws of the state of Delaware (“THL Agiliti VIII”), (j) FS Sponsor LLC, a limited liability company organized under the laws of the state of Delaware (“FS Sponsor”), (k) THL Holdco, LLC (“Holdco”) a limited liability company organized under the laws of the state of Delaware, (m) Thomas H. Lee Advisors, LLC, a limited liability company organized under the laws of the state of Delaware (“THL Advisors”), (n) Thomas H. Lee Partners, L.P., a limited partnership organized under the laws of the state of Delaware (“THL Partners”), (o) THL Equity Advisors VIII, LLC, a limited liability company organized under the laws of the state of Delaware (“Equity Advisors”), (p) THL Managers VIII, LLC a limited liability company organized under the laws of the state of Delaware (“THL Managers VIII”, and together with THL Agiliti Stockholder, THL Equity VIII, Parallel Fund VIII, Executive Fund VIII, Coinvestment VIII, THL Agiliti VIII, FS Sponsor, Holdco, THL Advisors, THL Partners and Equity Advisors, the “THL Entities”); and (q) StepStone H Opportunities Fund, L.P. is a limited partnership organized under the laws of the Cayman Islands (r) (“StepStone H Opportunities”), (s) StepStone Capital Partners IV, L.P. is a limited partnership organized under the laws of the state of Delaware (“StepStone Capital IV”), (t) StepStone Capital Partners IV Offshore Holdings, L.P. is a limited partnership organized under the laws of the Cayman Islands (“StepStone Offshore IV”), (u) StepStone Capital Partners IV Europe Holdings SCSP is a special limited partnership organized under the laws of the Luxembourg (“StepStone Europe”), (v) StepStone K Strategic Opportunities Fund III, L.P. is a limited partnership organized under the laws of the Cayman Islands (“StepStone K Opportunities”), (w) StepStone KF Private Equity Fund II, L.P. is a limited partnership organized under the laws of the Cayman Islands (“StepStone KF”), (x) StepStone Maple Opportunities Fund, L.P. is a limited partnership organized under the laws of the Cayman Islands (“StepStone Maple”), (y) StepStone Maple Opportunities Fund, L.P. is a limited partnership organized under the laws of the Cayman Islands (“StepStone Maple Opportunities”), (z) StepStone P Opportunities Fund, L.P. is a limited partnership organized under the laws of the Cayman Islands (“StepStone Opportunities”), (aa) Sunstone PE Opportunities Fund, LLC is a limited liability company organized under the laws of the state of Delaware (“StepStone PE Opportunities”), (bb) StepStone H (GP), LLC is a limited liability company organized under the laws of the state of Delaware (“StepStone H”), (cc) StepStone Group LP is a limited partnership organized under the laws of the state of Delaware (“StepStone Group”), (dd) StepStone Group Holdings LLC a limited liability company organized under the laws of the state of Delaware (“StepStone Group Holdings”), (ee) StepStone Capital IV (GP), LLC is a limited liability company organized under the laws of the state of Delaware (“StepStone Capital IV”), (ff) StepStone K Opportunities (GP), LLC is a limited liability company organized under the laws of the state of Delaware (“StepStone K Opportunities (GP)”), (gg) StepStone Partners, L.P. is a limited partnership organized under the laws of the state of Delaware (“StepStone Partner”), (hh) StepStone KF (GP), LLC is a limited liability company organized under the laws of the Cayman Islands (“StepStone KF”), (ii) StepStone Maple (GP), LLC is a limited liability company organized under the laws of the state of Delaware (“StepStone Maple (GP)”) and (jj) StepStone P (GP), LLC is a limited liability company organized under the laws of the Cayman Islands (“StepStone (GP)”, and together with StepStone H Opportunities, StepStone Capital IV, StepStone Offshore IV, StepStone Europe, StepStone K Opportunities, StepStone KF, StepStone Maple, StepStone Maple Opportunities, StepStone Opportunities, StepStone PE Opportunities, StepStone H, StepStone Group, StepStone Group Holdings, StepStone Capital IV, StepStone K Opportunities (GP), StepStone Partner, StepStone KF, and StepStone Maple (GP), the “StepStone Entities,” and each a “StepStone Entity”). Collectively, the persons filing this Transaction Statement are referred to as the “filing persons.”


This Transaction Statement relates to the Agreement and Plan of Merger, dated February 26, 2024 (the “Merger Agreement”), by and among Agiliti, Parent and Merger Sub. The Merger Agreement provides that Merger Sub will merge with and into Agiliti, with Agiliti continuing as the surviving corporation (the “Merger”).

Parent has received an Equity Commitment Letter (the “Equity Commitment Letter”), dated as of February 26, 2024, by and among Parent and THL Equity VIII, Parallel Fund VIII, Executive Fund VIII, Coinvestment VIII, StepStone H Opportunities, StepStone Capital IV, StepStone Offshore IV, StepStone Europe, StepStone K Opportunities, StepStone KF, StepStone Maple, StepStone Maple Opportunities, StepStone Opportunities and StepStone PE Opportunities (the “Equity Commitment Parties”), under which, subject to the terms and conditions thereof, the Equity Commitment Parties will provide equity financing in an aggregate amount of up to $100 million to Parent in connection with the consummation of the Transactions, including any fees and expenses payable by Parent or Merger Sub pursuant to the Merger Agreement.

Upon the consummation of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) shares of Common Stock owned directly or indirectly by the THL Agiliti Stockholder, Parent or Merger Sub or any of their respective subsidiaries (each such Share referred to in clause (i), a “THL Agiliti Stockholder Share” and, collectively, the “THL Agiliti Stockholder Shares”), (ii) certain shares of Common Stock held by Thomas Leonard (the “Rollover Stockholder”) who agreed with Parent to receive an equity interest in Parent (or its direct or indirect holding company) as consideration for the contribution to Parent (or its direct or indirect holding company) of the Common Stock held by such stockholder prior to the Effective Time (the “Rollover Shares”) and (iii) shares of Common Stock owned by the Company as treasury stock (each such Share referred to in clause (iii), a “Treasury Share” and, collectively, the “Treasury Shares”) and (iv) shares of Common Stock that are owned by stockholders who have perfected and not withdrawn a demand for appraisal rights in accordance with Section 262 (“Dissenting Stockholders”)), will be converted into the right to receive $10.00 per Share in cash, without interest thereon (the “Merger Consideration”). Each THL Agiliti Stockholder Share that is issued and outstanding immediately prior to the Effective Time, as of the Effective Time, will be converted into an equal number of shares of common stock of the Surviving Corporation and remain outstanding.

A special committee (the “Special Committee”) of the board of directors of the Company (the “Board”), consisting solely of members of the Board who are not affiliated or associated with Thomas H. Lee Partners, L.P. or the StepStone Group LP was formed in order to, among other things, evaluate and oversee negotiations and the terms of the Merger Agreement and the transactions contemplated thereby (together with the Merger, the “Transactions”), including the Merger, and to make a recommendation to the Board as to whether the Company should enter into the Merger Agreement. The Special Committee was fully empowered with the authority to reject the transaction and consider alternative transactions with third parties.

The board of directors of the Company (the “Board”) (acting in reliance upon the unanimous recommendation the Special Committee) (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby (together with the Merger, the “Transactions”), are fair to, and in the best interests of, the Company and its stockholders (other than the THL Agiliti Stockholder and its affiliates), (ii) declared the Merger Agreement and the Transactions advisable, (iii) approved the Merger Agreement, the execution and delivery by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the Merger and the Transactions upon the terms and subject to the conditions contained therein and (d) subject to the terms of the Merger Agreement, resolved to recommend that the stockholders of the Company vote to adopt the Merger Agreement and approve the Transactions in accordance with the Delaware General Corporation Law (the “DGCL”).

The adoption of the Merger Agreement and the approval of the Merger and the other Transactions required the affirmative vote or written consent, in accordance with Section 228 and Section 251 of the DGCL, the Company’s Second Amended and Restated Certificate of Incorporation (the “Company Certificate of Incorporation”), dated April 26, 2021 and the Company’s Third Amended and Restated Bylaws (the “Company Bylaws”), dated April 26, 2021 by stockholders of the Company holding a majority of the Common Stock outstanding (the “Company Requisite Approval”). Following the execution of the Merger Agreement, the THL Agiliti Stockholder, which on such date beneficially held a majority of the Common Stock outstanding, executed and delivered to the Company a written consent adopting the Merger Agreement and approving the Merger (the “Written Consent”), thereby


providing the Company Requisite Approval for the Merger. As a result, no further action by the holders of Common Stock is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement, and the Company will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the Transactions, including the Merger, and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the Transactions, including the Merger.

Concurrently with the filing of this Transaction Statement, Agiliti is filing a notice of written consent and appraisal rights and information statement (the “Information Statement”) under Section 14(c) of the Exchange Act. A copy of the Information Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex A to the Information Statement.

Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Information Statement, including all annexes thereto, is expressly incorporated herein by reference in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Information Statement and the annexes thereto. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Information Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Information Statement is in preliminary form and is subject to completion.

All information contained in this Transaction Statement concerning any of the filing persons has been provided by such filing person and no filing person has produced any disclosure with respect to any other filing persons.

 

ITEM 1.

SUMMARY TERM SHEET

The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

 

ITEM 2.

SUBJECT COMPANY INFORMATION

(a) Name and Address. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“The Parties to the Merger Agreement”

(b) Securities. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“Market Information, Dividends and Certain Transactions in the Common Stock”

(c) Trading Market and Price. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Market Information, Dividends and Certain Transactions in the Common Stock”

(d) Dividends. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Market Information, Dividends and Certain Transactions in the Common Stock”

(e) Prior Public Offerings. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Market Information, Dividends and Certain Transactions in the Common Stock”


(f) Prior Stock Purchases. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Market Information, Dividends and Certain Transactions in the Common Stock”

 

ITEM 3.

IDENTITY AND BACKGROUND OF FILING PERSONS

(a)–(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“The Parties to the Merger Agreement”

“Directors, Executive Officers and Controlling Persons of the Company”

“Where You Can Find More Information”

 

ITEM 4.

TERMS OF THE TRANSACTION

(a)(1) Material Terms – Tender Offers. Not applicable.

(a)(2) Material Terms – Merger or Similar Transactions. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Required Stockholder Approval for the Merger”

“The Special Factors – Opinion of Centerview”

“The Special Factors – Certain Company Financial Forecasts”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the Sponsor Entities in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Sponsor Entities in Connection with the Merger”

“The Special Factors – Accounting Treatment”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“The Special Factors – Delisting and Deregistration of Common Stock”

“The Special Factors – Material United States Federal Income Tax Consequences of the Merger”

“The Merger Agreement”

“Annex A: The Merger Agreement”

“Annex B: Opinion of Centerview”

(c) Different Terms. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“The Merger Agreement – Consideration to be Received in the Merger”

(d) Appraisal Rights. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary – Appraisal Rights”

“Questions and Answers about the Merger”

“The Merger Agreement – Dissenting Shares”


“Appraisal Rights”

“Annex D: Section 262 of the Delaware General Corporation Law”

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“Appraisal Rights”

“The Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“Provisions for Unaffiliated Stockholders”

(f) Eligibility for Listing or Trading. Not applicable.

 

ITEM 5.

PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(a) Transactions. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Market Information, Dividends and Certain Transactions in the Common Stock”

(b)–(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Required Stockholder Approval for the Merger”

“The Special Factors – Financing”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the Sponsor Entities in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Sponsor Entities in Connection with the Merger”

“The Special Factors – Fees and Expenses”

“The Special Factors – Delisting and Deregistration of Common Stock”

“The Merger Agreement – Form of Merger”

“The Merger Agreement – Consummation and Effectiveness of the Merger”

“The Merger Agreement – Consideration to be Received in the Merger”

“The Merger Agreement – Written Consent; Merger Sub Shareholder Consent”

“Market Information, Dividends and Certain Transactions in the Common Stock”

“Annex A: The Merger Agreement”

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Required Stockholder Approval for the Merger”

“The Special Factors – Financing”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the Sponsor Entities in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Sponsor Entities in Connection with the Merger”


“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“The Special Factors – Fees and Expenses”

“The Special Factors – Delisting and Deregistration of Common Stock”

“The Merger Agreement – Form of Merger”

“The Merger Agreement – Consummation and Effectiveness of the Merger”

“The Merger Agreement – Consideration to be Received in the Merger”

“The Merger Agreement – Written Consent; Merger Sub Shareholder Consent”

“The Merger Agreement – Other Covenants and Agreements”

“Market Information, Dividends and Certain Transactions in the Common Stock”

“Annex A: The Merger Agreement”

 

ITEM 6.

PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

(b) Use of Securities Acquired. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Delisting and Deregistration of Common Stock”

“The Special Factors – Plans for the Company After the Merger”

“The Merger Agreement – Form of Merger”

“The Merger Agreement – Consideration to be Received in the Merger”

(c)(1)–(8) Plans. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the Sponsor Entities in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Sponsor Entities in Connection with the Merger”

“The Special Factors – Delisting and Deregistration of Common Stock”

“The Special Factors – Plans for the Company After the Merger”

“The Special Factors – Fees and Expenses”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“The Merger Agreement”

“Annex A: The Merger Agreement”

 

ITEM 7.

PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

(a) Purposes. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“The Special Factors – Background of the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Sponsor Entities in Connection with the Merger”

“The Special Factors – Plans for the Company After the Merger”


(b) Alternatives. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“The Special Factors – Background of the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Opinion of Centerview”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Alternatives to the Merger”

(c) Reasons. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“The Special Factors – Background of the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Sponsor Entities in Connection with the Merger”

(d) Effects. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Financing”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Sponsor Entities in Connection with the Merger”

“The Special Factors – Accounting Treatment”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“The Special Factors – Delisting and Deregistration of Common Stock”

“The Special Factors – Plans for the Company After the Merger”

“The Special Factors – Material United States Federal Income Tax Consequences of the Merger”

“The Special Factors – Fees and Expenses”

“The Merger Agreement – Form of Merger”

“The Merger Agreement – Consummation and Effectiveness of the Merger”

“The Merger Agreement – Consideration to be Received in the Merger”

“The Merger Agreement – Dissenting Shares”

The Merger Agreement – Certificate of Incorporation; Bylaws”

“The Merger Agreement – Indemnification and Insurance”

“Appraisal Rights”

“Annex A: The Merger Agreement”

“Annex D: Section 262 of the Delaware General Corporation Law”

 

ITEM 8.

FAIRNESS OF THE TRANSACTION

(a)–(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”


“The Special Factors – Opinion of Centerview”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the Sponsor Entities in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Company in Connection with the Merger”

“The Special Factors – Purposes and Reasons of the Sponsor Entities in Connection with the Merger”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“Annex B: Opinion of Centerview”

The confidential discussion materials prepared by Centerview Partners LLC and provided to the Special Committee, dated October 13, 2023, October 16, 2023, October 23, 2023, February 2, 2024, February 18, 2024, and February 25, 2024, are attached hereto as Exhibits (c)(2) through and including (c)(7) and, in each case, are incorporated by reference herein.

(c) Approval of Security Holders. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Required Stockholder Approval for the Merger”

“The Merger Agreement – Written Consent; Merger Sub Shareholder Consent”

“Annex A: The Merger Agreement”

(d) Unaffiliated Representative. Not applicable.

(e) Approval of Directors. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the Sponsor Entities in Connection with the Merger”

(f) Other Offers. The information set forth in the Information Statement under the following captions is incorporated by reference:

“Summary”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the Sponsor Entities in Connection with the Merger”

“The Merger Agreement – No Solicitation; Superior Proposal and Adverse Recommendation Change”

 

ITEM 9.

REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

(a)–(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”


“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Opinion of Centerview”

“The Special Factors – Certain Company Financial Forecasts”

“The Special Factors – Position of the Company on the Fairness of the Merger”

“The Special Factors – Position of the Sponsor Entities in Connection with the Merger”

“Annex B: Opinion of Centerview”

The confidential discussion materials prepared by Centerview Partners LLC and provided to the Special Committee, dated October 13, 2023, October 16, 2023, October 23, 2023, February 2, 2024, February 18, 2024, and February 25, 2024, are attached hereto as Exhibits (c)(2) through and including (c)(7) and, in each case, are incorporated by reference herein

The reports, opinions or appraisals referenced in this Item 9 are filed herewith or incorporated by reference herein and will be made available for inspection and copying at the principal executive offices of Agiliti during its regular business hours by any interested holder of Common Stock or representative who has been designated in writing, and copies may be obtained by requesting them in writing from Agiliti at the email address provided under the caption “Where You Can Find More Information” in the Information Statement, which is incorporated herein by reference.

 

ITEM 10.

SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

(a)–(b) Source of Funds; Conditions. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Financing”

“The Special Factors – Position of the Sponsor Entities in Connection with the Merger”

“The Merger Agreement – Consummation and Effectiveness of the Merger”

“The Merger Agreement – Financing of the Merger”

“Annex A – The Merger Agreement”

(c) Expenses. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“The Special Factors – Fees and Expenses”

(d) Borrowed Funds.

“Summary”

“The Special Factors – Financing”

“The Merger Agreement – Financing of the Merger”

 

ITEM 11.

INTEREST IN SECURITIES OF THE SUBJECT COMPANY

(a) Securities Ownership. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Directors, Executive Officers and Controlling Persons of the Company”

“Security Ownership of Certain Beneficial Owners and Management”

(b) Securities Transactions. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“The Special Factors – Background of the Merger”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“The Merger Agreement”

“Market Information, Dividends and Certain Transactions in the Common Stock”

“Annex A: The Merger Agreement”


ITEM 12.

THE SOLICITATION OR RECOMMENDATION

(d) Intent to Tender or Vote in a Going-Private Transaction. Not applicable.

(e) Recommendations of Others. Not applicable.

 

ITEM 13.

FINANCIAL STATEMENTS

(a) Financial Statements. The audited financial statements set forth in Agiliti’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, originally filed on March 6, 2024, are incorporated by reference herein (see pages 52 to 94 therein). The information is set forth in the Information Statement under the following caption is incorporated herein by reference:

“Market Information, Dividends and Certain Transactions in the Common Stock”

“Where You Can Find More Information”

(b) Pro Forma Information. Not applicable.

 

ITEM 14.

PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

(a) Solicitations or Recommendations. Not applicable.

(b) Employees and Corporate Assets. The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Summary”

“Questions and Answers about the Merger”

“The Special Factors – Background of the Merger”

“The Special Factors – Recommendation of the Board; Reasons for the Merger”

“The Special Factors – Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board”

“The Special Factors – Opinion of Centerview”

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

“The Special Factors – Fees and Expenses”

 

ITEM 15.

ADDITIONAL INFORMATION

(b) Golden Parachute Compensation. The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“The Special Factors – Interests of Our Directors and Executive Officers in the Merger”

(c) Other Material Information. The information set forth in the Information Statement, including all annexes thereto, is incorporated herein by reference.


ITEM 16.

EXHIBITS

 

Exhibit No.    
(a)(1)   Preliminary Information Statement of Agiliti, Inc., incorporated herein by reference to the Information Statement.
(c)(1)   Opinion of Centerview Partners LLC to the Special Committee of the Board of Directors of Agiliti, Inc. dated February  25, 2024, incorporated herein by reference to Annex B to the Information Statement.
(c)(2)*   Discussion materials prepared by Centerview Partners LLC, dated October 13, 2023, for the Special Committee of the Board of Directors of Agiliti, Inc.
(c)(3)*   Discussion materials prepared by Centerview Partners LLC, dated October 23, 2023, for the Special Committee of the Board of Directors of Agiliti, Inc.
(c)(4)*   Discussion materials prepared by Centerview Partners LLC, dated October 26, 2023, for the Special Committee of the Board of Directors of Agiliti, Inc.
(c)(5)*   Discussion materials prepared by Centerview Partners LLC, dated February 2, 2024, for the Special Committee of the Board of Directors of Agiliti, Inc.
(c)(6)*   Discussion materials prepared by Centerview Partners LLC, dated February 18, 2024, for the Special Committee of the Board of Directors of Agiliti, Inc.
(c)(7)*   Discussion materials prepared by Centerview Partners LLC, dated February 25, 2024, for the Special Committee of the Board of Directors of Agiliti, Inc.
(d)(1)   Agreement and Plan of Merger, dated as of February  26, 2024, by and among Agiliti, Inc., Apex Intermediate Holdco, Inc. and Apex Merger Sub, Inc., incorporated herein by reference to Annex A to the Information Statement.
(d)(2)*   Rollover Commitment Letter, dated as of February 26, 2024, by and between Thomas Leonard and Intermediate Holdco, Inc.
(d)(3)*   Equity Commitment Letter, dated February  26, 2024, by and among Apex Intermediate Holdco, Inc. and the Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL Executive Fund VIII, L.P., THL Fund VIII Coinvestment Partners, L.P., StepStone H Opportunities Fund, L.P., StepStone Capital Partners IV, L.P., StepStone Capital Partners IV Offshore Holdings, L.P., StepStone Capital Partner IV Europe Holdings SCSp, StepStone K Strategic Opportunities Fund III, L.P., StepStone KF Private Equity Fund, L.P., StepStone Maple Opportunities Fund, L.P., StepStone Maple Opportunities Fund, L.P., StepStone P Opportunities Fund, L.P. and Sunstone PE Opportunities Fund, LLC.
(d)(4)*   Limited Guaranty, dated February  26, 2024, by and among and the Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL Executive Fund VIII, L.P., THL Fund VIII Coinvestment Partners, L.P., StepStone H Opportunities Fund, L.P., StepStone Capital Partners IV, L.P., StepStone Capital Partners IV Offshore Holdings, L.P., StepStone Capital Partner IV Europe Holdings SCSp, StepStone K Strategic Opportunities Fund III, L.P., StepStone KF Private Equity Fund, L.P., StepStone Maple Opportunities Fund, L.P., StepStone Maple Opportunities Fund, L.P., StepStone P Opportunities Fund, L.P., Sunstone PE Opportunities Fund, LLC and Agiliti, Inc.
(d)(5)   Amended and Restated Registration Rights Agreement, dated as of April  27, 2021, by and among Agiliti, Inc., THL Agiliti LLC, Thomas J. Leonard and the individuals listed therein (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2021).
(d)(6)   Amended and Restated Director Nomination Agreement, dated as of April  26, 2021, by and among Agiliti, Inc. and THL Agiliti LLC (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2021).
(d)(7)*   Waiver to the Amended and Restated Director Nomination Agreement, dated as of April 26, 2021, by and among Agiliti, Inc. and THL Agiliti LLC, dated February 20, 2024.
(d)(8)   Tax Receivable Agreement, dated as of January  4, 2019, by and among Agiliti Holdco, Inc., IPC/UHS, L.P., solely in the capacity of the Stockholders’ Representative, and each of the successors and assigns thereto (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K filed on January 10, 2019).


(d)(9)   Credit Agreement, dated as of January  4, 2019, by and among Agiliti Health, Inc., as borrower, Agiliti Holdco, Inc. and certain subsidiaries of Agiliti Health as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and letter of credit issuer, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Annual Report on Form 10-K filed on March 6, 2024).
(d)(10)   Receivables Financing Agreement, dated as of February  14, 2024, by and among Agiliti Receivables LLC and MUFG Bank, Ltd., as an administrative agent (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on February  14, 2024).
(f)(1)   Section  262 of the Delaware General Corporation Law, incorporated herein by reference to Annex D to the Information Statement.
107*   Filing Fee Table

 

*

To be filed herewith


SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of March 12, 2024.

 

AGILITI, INC.

/s/ Thomas J. Leonard

Name: Thomas J. Leonard
Title: Chief Executive Officer
APEX INTERMEDIATE HOLDCO, INC.

/s/ Megan Preiner

Name: Megan Preiner
Title: Secretary and Treasurer
APEX MERGER SUB, INC.

/s/ Megan Preiner

Name: Megan Preiner
Title: Secretary and Treasurer
THL AGILITI LLC

/s/ Joshua M. Nelson

Name: Joshua M. Nelson
Title: Managing Director
THOMAS H. LEE EQUITY FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC
Its: General Partner
By: Thomas H. Lee Partners, L.P.
Its: Sole Member
By: Thomas H. Lee Advisors, LLC
Its: General Partner
By: THL Holdco, LLC
Its: Managing Member

/s/ Joshua M. Nelson

Name: Joshua M. Nelson
Title: Managing Director


THOMAS H. LEE PARALLEL FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC
Its: General Partner
By: Thomas H. Lee Partners, L.P.
Its: Sole Member
By: Thomas H. Lee Advisors, LLC
Its: General Partner
By: THL Holdco, LLC
Its: Managing Member

/s/ Joshua M. Nelson

Name: Joshua M. Nelson
Title: Managing Director
THL EXECUTIVE FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC
Its: General Partner
By: Thomas H. Lee Partners, L.P.
Its: Sole Member
By: Thomas H. Lee Advisors, LLC
Its: General Partner
By: THL Holdco, LLC
Its: Managing Member

/s/ Joshua M. Nelson

Name: Joshua M. Nelson
Title: Managing Director
THL FUND VIII COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P.
Its: General Partner
By: Thomas H. Lee Advisors, LLC
Its: General Partner
By: THL Holdco, LLC
Its: Managing Member

/s/ Joshua M. Nelson

Name: Joshua M. Nelson
Title: Managing Director


THL EQUITY FUND VIII INVESTORS (AGILITI), L.P.
By: THL Equity Advisors VIII, LLC
Its: General Partner
By: Thomas H. Lee Partners, L.P.
Its: Sole Member
By: Thomas H. Lee Advisors, LLC
Its: General Partner
By: THL Holdco, LLC
Its: Managing Member

/s/ Joshua M. Nelson

Name: Joshua M. Nelson
Title: Managing Director
FS SPONSOR LLC

/s/ Joshua M. Nelson

Name: Joshua M. Nelson
Title: Managing Director
THL HOLDCO, LLC

/s/ Joshua M. Nelson

Name: Joshua M. Nelson
Title: Managing Director
THOMAS H. LEE ADVISORS, LLC
By: THL Holdco, LLC
Its: Managing Member

/s/ Joshua M. Nelson

Name: Joshua M. Nelson
Title: Managing Director


THOMAS H. LEE PARTNERS, L.P.
By: Thomas H. Lee Advisors, LLC
Its: General Partner
By: THL Holdco, LLC
Its: Managing Member

/s/ Joshua M. Nelson

Name: Joshua M. Nelson
Title: Managing Director
THL EQUITY ADVISORS VIII, LLC
By: Thomas H. Lee Partners, L.P.
Its: Sole Member
By: Thomas H. Lee Advisors, LLC
Its: General Partner
By: THL Holdco, LLC
Its: Managing Member

/s/ Joshua M. Nelson

Name: Joshua M. Nelson
Title: Managing Director
THL MANAGERS VIII, LLC
By: Thomas H. Lee Partners, L.P.
Its: Sole Member
By: Thomas H. Lee Advisors, LLC
Its: General Partner
By: THL Holdco, LLC
Its: Managing Member

/s/ Joshua M. Nelson

Name: Joshua M. Nelson
Title: Managing Director


STEPSTONE H OPPORTUNITIES FUND, L.P.
By: StepStone H (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE CAPITAL PARTNERS IV, L.P.
By: StepStone Capital IV (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE CAPITAL PARTNERS IV OFFSHORE HOLDINGS, L.P.
By: StepStone Capital IV (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE CAPITAL PARTNERS IV EUROPE HOLDINGS SCSP
By: StepStone Group LP, its portfolio manager
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE K STRATEGIC OPPORTUNITIES FUND III, L.P.
By: StepStone K Opportunities (GP), LLC, its general partner
By: StepStone Partners, L.P., its sole member
By: StepStone Group LP, its general partner
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel


STEPSTONE KF PRIVATE EQUITY FUND II, L.P.
By: StepStone KF (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE MAPLE OPPORTUNITIES FUND, L.P.
[in respect of its underlying limited partner GCUT]
By: StepStone Maple (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE MAPLE OPPORTUNITIES FUND, L.P.
[in respect of its underlying limited partner UTMT]
By: StepStone Maple (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE P OPPORTUNITIES FUND, L.P.
By: StepStone P (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel


SUNSTONE PE OPPORTUNITIES FUND, LLC
By: StepStone Group LP, its manager
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE H GP, LLC
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE GROUP LP
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE GROUP HOLDINGS LLC

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE CAPITAL IV (GP), LLC
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel


STEPSTONE K OPPORTUNITIES (GP), LLC
By: StepStone Partners, L.P., its sole member
By: StepStone Group LP, its general partner
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE PARTNERS, L.P.
By: StepStone Group LP, its general partner
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE KF (GP), LLC
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE MAPLE (GP), LLC
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE P (GP), LLC
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner

/s/ Andrew Bratt

Name: Andrew Bratt
Title: Deputy General Counsel

Exhibit (c)(2)

 

LOGO

-Preliminary Working Draft— Project Apex Presentation to the Special Committee October 13, 2023 Privileged & Confidential | Prepared at the Request of Counsel


LOGO

-Preliminary Working Draft— Disclaimer Thispresentationhasbeenpreparedby Center view PartnersLLC(“ Center view ”)forusesolelybytheSpecialCommittee of the BoardofDirectorsof Atlas (“Atlas”orthe“Company”) inconnectionwithitsevaluationofaproposedtransactionandfornootherpurpose. The information containedherein isbaseduponinformationsuppliedbyoronbehalfofAtlasandpubliclyavailableinformation,andportionsof The information containedhereinmaybe baseduponstatements,estimatesandforecastsprovidedbyAtlas. Center view hasreliedupontheaccuracyandcompleteness of the foregoing information,andhasnotassumedanyresponsibilityforanyindependentverificationofsuchinformationorforanyindependentevaluationorappraisal ofany of the assetsorliabilities(contingentorotherwise)ofAtlasoranyotherentity,orconcerningthesolvencyorfairvalueofAtlasoranyother entity. Withrespecttofinancialforecasts, Center view hasassumedthatsuchforecastshavebeenreasonablypreparedonbasesreflectingthebest currentlyavailableestimatesandjudgments of the managementofAtlasastothefuturefinancialperformanceofAtlas,andatyourdirection Center view hasrelieduponsuchforecasts,asprovidedbyAtlas’management,withrespecttoAtlas. Center view assumesnoresponsibilityforandexpressesno viewastosuchforecastsortheassumptionsonwhichtheyarebased. The information setforthhereinisbaseduponeconomic,monetary,marketand otherconditionsasineffecton,and The information madeavailabletousasof,thedatehereof,unlessindicatedotherwiseand Center view assumesno obligationtoupdateorotherwiserevisethesematerials. Thefinancialanalysisinthispresentationiscomplexandisnotnecessarilysusceptibletoapartialanalysisorsummarydescription.Inperformingthis financialanalysis, Center view hasconsideredtheresultsofitsanalysisasawholeanddidnotnecessarilyattributeaparticularweighttoanyparticular portion of the analysisconsidered. Furthermore,selectinganyportionof Center view ’sanalysis,withoutconsideringtheanalysisasawhole,would createanincompleteview of the processunderlyingitsfinancialanalysis. Center view mayhavedeemedvariousassumptionsmoreorlessprobablethan otherassumptions,sothereferencerangesresultingfromanyparticularportion of the analysisdescribedaboveshouldnotbetakentobe Center view ’s view of the actualvalueofAtlas. Thesematerialsand The information containedhereinareconfidential,werenotpreparedwithaviewtowardpublicdisclosure,andmaynotbe disclosedpubliclyormadeavailabletothirdpartieswithoutthepriorwrittenconsentof Center view .Thesematerialsandanyotheradvice,writtenor oral,renderedby Center view areintendedsolelyforthebenefitanduse of the SpecialCommittee of the BoardofDirectorsofAtlas(initscapacityas such)initsconsideration of the proposedtransaction,andarenotforthebenefitof,anddonotconvey any right sorremediesforanyholderof securitiesofAtlasoranyotherperson. Center view willnotberesponsibleforandhasnotprovidedanytax,accounting,actuarial,legalorother specialistadvice.Thesematerialsarenotintendedtoprovidethesolebasisforevaluatingtheproposedtransaction,andthispresentationdoesnot representafairnessopinion,recommendation,valuationoropinionofanykind,andisnecessarilyincompleteandshouldbeviewedsolelyinconjunction withtheoralpresentationprovidedby Center view . 1 Privileged & Confidential | Prepared at the Request of Counsel


LOGO

-Preliminary Working Draft— Situation Overview ï,§ On October 6th, Teton submitted a Proposal (the “Proposal”) to acquire for cash all common shares that it does not currently own (~40mm)(1) for $9.00 per share –Proposal represented a 60.1% premium to the closing price as of October 6th, 2023 (close prior to Proposal) and a 67.9% premium to the closing price on October 12th, 2023 ($5.36)ï,§ For today’s meeting, we plan to discuss: A–Centerview’s near-term workplan B–Terms of Teton’s 10/6 Proposal and key aspects of the Proposal that require further clarification C–Current market and sector dynamics D–Key learnings from recent precedent situations E–Considerations for timing, process, tactics, and next steps Source:FactSet as of October 12, 2023. Note: Based on latest publicly available information. Share count not reflective of any undisclosed share repurchases since repurchase 2 program authorized on August 21, 2023. Privileged & Confidential | Prepared at the Request of Counsel (1) Includes impact of option exercise at $9 / share and RSUs.


LOGO

-Preliminary Working Draft— A Special Committee & Advisor Roadmap Special Committee “Roadmap Dashboard” Focus for Today’s Discussion Focus for Following Discussions Reach Negotiate A Agreement with Teton Evaluate Proposal with Teton Teton’s 10/6 Contextualizing Framework for and Develop Proposal Teton’s Proposal Negotiation Response Withdraws Proposal How does Teton’s How does the What are the key Proposal compare Proposal compare Becomes What are terms of to recent stock vs. potential value Unfriendly negotiation Potential to reach out the Proposal? performance and of executing on dynamics in to third parties / fundamental value? Management’s explore other strategic selected other Proposal implies standalone plan? transactions based on transactions? strategic dynamics ~9x ‘23E EBITDA vs. current ~7x What are Atlas’ What are the items practical set of Reach to clarify with alternatives (e.g., Reach out to Agreement Teton? How will the public market react to the strategic / sponsor Third Parties with Third upcoming earnings release? Could earnings interest, partner Party impact negotiations? joins Teton)? No Agreement What is the current What other factors What are the key What are the key with Third market macro and should be taken into process, timing and economic and non- Parties industry context? tactical economic Terms of consideration? considerations? Proposal? Reach Explore Other Agreement Key underlying analysis to inform next steps Strategic with Strategic Transactions Assessment of Management Outlook What are next No Agreement steps? Learnings from diligence Key drivers of outlook with Strategic Potential risks / opportunities Theoretical value of outlook 3 Privileged & Confidential | Prepared at the Request of Counsel


LOGO

-Preliminary Working Draft— A Special Committee & Advisor Roadmap Initial Data Request List On October 12th, Centerview provided Management with its initial diligence request list (below); over the coming days, Centerview to work closely with Management in order to review and develop deep understanding of Management’s Long-Term Plan and current business outlook Centerview Initial Diligence Request List ï,§ Recent board presentations on Atlas’ strategy and performance ï,§ Latest long-term strategic plan (including income statement, cash flow statement and balance sheet), key assumptions and supporting materials – To hold discussion with Management regarding basis of preparation, key assumptions underlying forecast, upside / downside levers, near-term catalysts, and organic / inorganic growth plans ï,§ Any relevant materials or data on key performance indicators (“KPIs”) that Management uses to gauge the health and performance of the businessï,§ Latest ‘23 budget and Atlas tracking year-to-date for ‘23 vs. budget, in addition to ‘24 budgetï,§ Latest equity and debt capitalization, including details on any recent share repurchases ï,§ Any other off-the-shelf industry reports, work performed by consultants, company presentations or data that would be helpful for us to understand current industry dynamics ï,§ Investor feedback received over past several months, including post-CEO transition 4 Privileged & Confidential | Prepared at the Request of Counsel


LOGO

-Preliminary Working Draft— B Proposal Terms & Key Questions Overview of Teton’s 10/6 Proposal ï,§ Proposal to acquire all outstanding common shares not owned by Teton (~40mm(1))ï,§ Purchase price of $9.00 per share in cash (~$364mm total equity consideration) Headline – Represents a 60.1% premium to the closing price as of October 6th, 2023 (close prior Price to Proposal) and a 67.9% premium to the closing price on October 12th, 2023 ($5.36) – Implied equity value of ~$1.2bn (1) – Implied enterprise value of ~$2.4bn (1) – Represents ~9.0x ‘23E EBITDA and ~8.5x ‘24E EBITDA(2) ï,§ Represents a 60.1% premium to closing price on Oct. 6, 2023 (close prior to Proposal) Teton’s ï,§ Opportunity to de-risk public shareholder investment via liquidity and value certainty Stated Rationaleï,§ Allows Management to focus on serving customers without the burdens and the distraction that come from operating as a public company ï,§ Will not proceed with the proposed transaction unless a Special Committee of “disinterested and independent Board members with full authority” to consider the Proposal is formed Process ï,§ Able to finalize diligence and negotiate definitive documentation in conjunction with Q3 Considerations earnings release (early November)ï,§ Not expressly conditioned on obtaining majority of the minority approvalï,§ Letter did not reference shares Teton currently ownsï,§ Proposal would not be subject to a financing condition Source:FactSet as of October 12, 2023. Note: Based on latest publicly available information. Share count not reflective of any undisclosed share repurchases since repurchase program authorized on August 21, 2023. 5 (1) Includesimpact of option exercise at $9 / share and RSUs. Privileged & Confidential | Prepared at the Request of Counsel (2) Multiples based on consensus estimates.


LOGO

-Preliminary Working Draft— B Proposal Terms & Key Questions Key Aspects Of Teton’s 10/6 Proposal To Clarify ï,§ Is Teton a “seller” at or around the Proposal price of $9 per share? ï,§ What are the boundaries within which Teton could be a seller of all or part of Transaction their shares? Structure – What are their current thoughts around a partnership type transaction?ï,§ Given Teton’s role, how does Teton envision a potential shareholder vote being structured? ï,§ How will Teton finance the transaction? Note: letter explicitly states no Financing financing contingencyï,§ Are there other contingencies subsumed within their Proposal? ï,§ How does Teton envision diligence process given existing knowledge of the business? Processï,§ How will Teton minimize interruption to Management as part of diligence process?  ï,§ What approvals are required? 6 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— C Current Market & Sector Dynamics Macro Indicators Mixed Amid Complex Economic Backdrop U.S. 10-Year Treasury Yield M&A Volume ($tn) IPO Volume ($bn) 6.0% $5.9 4.7% $460 5.0% 4.0% $4.0 $3.6 $3.8 $271 3.0% 2.7% $208 $184 2.0% $1.3 $101 H1’22 Q3’22 1.0% $2.2 $148 0.0% Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 2019 2020 2021 2022 H1’23 2019 2020 2021 2022 YTD’23 U.S. Inflation Rate ’24E Real GDP Growth by Geography (YoY Change in CPI) 4.7% 4.5% 8.7% 8.0% 8.3% 7.1% Economic Forecast 5.8% 4.0% 3.5% 3.3% 1.5% 2.9% 2.8% 1.4% 2.6% 2.4% 2.4% 0.8% 0.8% United States Eurozone China Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 ‘25 2022 2023 2024 Current Outlook 1 Year Ago Outlook 7 Source:Bloomberg, FactSet, World Bank, FederalReserve Economic Data, and Wall street research as of October 2023. (1) Rate expectations based on FOMC Economic Projections for US and ECB Survey of Professional Forecasters for EU. Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— C Current Market & Sector Dynamics Healthcare Services Performance in Context Key challenges facing Healthcare Services sector include labor / wage inflation, slowing demand, reimbursement pressure and need for capital for higher-growth models S&P Sector HC Services Sub-Sector Last-12-Mos. Performance Last-12-Mos. Performance Key Trends in Healthcare Services Entertainment 52% Distributors 30% Payors looking to develop “next generation” managed care models through vertical consolidation Technology 47% CROs 21% S&P 500 22% Increased activity in advanced primary care as players Industrial 21% Hospitals 18% see growth in funding and demographic tailwinds Materials 15% Home Health 11% Transportation 14% Big Tech players expanding healthcare capabilities with Pharma 10% Clinical Labs 11% varying device, services and provider strategies Energy 10% Specialty Providers 10% Uptick in medical utilization pressuring insurers given Financial 9% MCOs 1% elevated outpatient volumes Real Estate 2% (5%) HCIT Ongoing cost pressures across provider universe, Retail 1% particularly in acute care (2%) Consumer (9%) Long-Term Care (5%) Utilities Hospital / Phys Regulatory scrutiny and pressure as it relates to (18%) reimbursement driving increased focus on profitability Outsourcing (9%) HC Services Provider / Provider (13%) Biotech (22%) Enablement Expanded use cases for generative AI; interoperability and monetization of data Outperform S&P Underperform S&P 8 Source: Company filings and FactSet as of October 12, 2023 Note: Reflects simple sector averages. Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— C Sponsor Conditions Remain Challenged; However, Reemergence B of Scale LBOs since Spring 2023 Private Equity M&A Volume ($bn) 2023 Top 10 Largest Take-Privates $1,288 TEV $1,018 Date Target / Acquiror(s) ($bn) $765 $690 $418 (1) Jul-23 / $18.5 H1’22: $671 2019 2020 2021 2022 H1’23 Mar-23 / $12.5 U.S. Leveraged Loans Volume ($bn) Mar-23 / $8.1 $800 May-23 / $7.1 $490 $443 $395 $152 Jul-23 / $7.1 H1’22: $298 2019 2020 2021 2022 H1’23 May-23 / $5.2 Cost of Debt Elevated vs. Recent Historical Levels Mar-23 / $4.6 14% B Index BB Index BBB Index 12% Aug-23 / $2.9 10% 8.3% 9.2% 6.2% 8% 7.6%  4.7 6%% 6.4% Jan-23 / $2.6 4% 2% Sep-23 / $2.0 0% Jan-19 Jul-19 Jan-20 Jul-20 Jan-21 Jul-21 Jan-22 Jul-22 Jan-23 Jul-23 Healthcare Source:Public filings, Bloomberg, CapitalIQ, FactSet, World Bank and FederalReserve Economic Data as of October 2023. 9 (1) Reflects total enterprise value including $1bn of contingent consideration. Net proceeds to FIS of $11.7bn from sale of 55% equity stake. Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— D Key Learnings from Recent Precedents Case Study: TPG Acquisition of Convey Health Transaction Background Key Process Considerations for Special Committee ï,§ In 2019, TPG acquired Convey Health from ï,§ Negotiations focused on three main areas: Price, Process, and Certainty New Mountain Capital for ~$700mmï,§ TPG was 13-G filer rather than 13-D; afforded them ability not to ï,§ On June 15, 2021, Convey went public at $14 disclose offer letters per share withï,§ In the initial offer: TPG noted (a) they were not a willing seller and (b) – TPG maintained majority stake TPG’s acquisition would be conditioned on only the approval of the ~75% ownership Special Committee, i.e., TPG was unwilling to allow a majority of the ï,§ On June 21, 2022 TPG acquired all outstanding minority shareholder vote shares of Convey common stock for $10.50, – As a result, based on Delaware case law related to controlling representing an enterprise value of ~$1.1bn and shareholder “squeeze out” transactions (referred to as MFW), the ~13.3x EV / 2022 Adj. EBITDA transaction was subject to review under “entire fairness” standard – 143% premium to the 1-day prior rather than traditional “business judgement” standard – 99% premium to the 30-day VWAPï,§ TPG financed the acquisition of the outstanding shares entirely with – TPG’s offer increased from $9.00 per new debt share over course of negotiations with – Required sound debt commitment papers given no equity backstop Special Committee (initial premium of 66%) – Negotiation of reverse termination fee became important point to – From initial offer through negotiations, offset risks associated with closing the transaction Convey’s share price traded down from $5.43 to $4.32 Transaction ~75% 2 +17% 47 Summary Days between initial Equity Owned # Bumps Total Bump Offer & Signing 10 Source: Public filings and Preliminary Information Statement (Schedule 14C), dated July 25, 2022 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— E Next Steps Initial Perspectives on Next Steps ï,§ Request Special Committee to authorize Centerview and Weil to engage with Teton and Teton’s Counsel to clarify aspects of its Proposal ï,§ Centerview to follow up with Management to discuss the updated outlook and continue our assessment ï,§ Post-initial diligence, Centerview to present preliminary assessment of the outlook to the Special Committee ï,§ Review range of other alternatives with Special Committee ï,§ Develop and align on response to Teton 11 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— Appendix 12 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— Atlas’ Current Capitalization At $9 / Share Purchase Price Based on publicly available information; key next step to align on current capitalization based on Management review post repurchase authorization Shareholder Shares (mm) % Ownership $ Ownership ($mm) Teton 98.2 70.8% $884 Insiders 2.8 2.0% $25 Institutional / Other Shareholders Blackrock Fund Advisors 4.8 3.4% $43 JPM Investment Mgmt. 4.7 3.4% 42 Vanguard 3.6 2.6% 33 Janus Henderson 3.6 2.6% 33 T. Rowe Price 3.2 2.3% 29 Calvert 3.1 2.3% 28 Weatherbie 2.7 1.9% 24 Thrivent 2.5 1.8% 23 All Other 5.7 4.1% 52 Free Float 34.0 24.6% $306 RSUs / Options Exercised 3.5 2.6% 32 Total Diluted Shares Outstanding 138.6 100.0% $1,247 Source:Public filings andFactSetas of October 12, 2023. 13 Note: Share counts in millions. Based on latest publicly available information. Share count not reflective of any undisclosed Privileged & Confidential | Prepared at the Request of Counsel share repurchases since repurchase program authorized on August 21, 2023.


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-Preliminary Working Draft— Atlas’ Share Price Performance Share Price PerformanceSince IPO $30 Atlas S&P 500(1) $25 D C $20 B E F G H J K L $15 I +4% $14.00 A $10 M $5.36 $5 (62%) (67%) (vs. IPO price) (vs. Day 1 close) – Apr-21 Oct-21 Apr-22 Oct-22 Apr-23 Oct-23 Public Market Events Aï,§ 23-Apr-21: Pricing of IPO at $14.00 per Eï,§ 8-Mar-22: Reported Q4 ’21 Earnings Jï,§ 7-Mar-23: Reported Q4 ’22 Earnings share (closed day 1 at $16.40) Fï,§ 10-May-22: Reported Q1 ’22 Earnings Kï,§ 9-May-23: Reported Q1 ’23 Earnings Bï,§ 12-Aug-21: Reported Q2 ’21 Earnings Gï,§ 9-Aug-22: Reported Q2 ’22 Earnings Lï,§ 8-Aug-23: Reported Q2 ’23 Earnings Cï,§ 14-Sep-21: Announced Sizewise Rentals Hï,§ 10-Nov-22: Reported Q3 ’22 Earningsï,§ 2-Oct-23: Tom Leonard returns as CEO acquisition M following departure of Tom Boehning Dï,§ 9-Nov-21: Reported Q3 ’21 Earnings Iï,§ 9-Jan-23: Tom Boehning announced CEO Earnings Other Corp. Event Source:Company filings and Factset as of October 12, 2023. 14 (1) S&P 500 indexed to Atlas share price. Privileged & Confidential | Prepared at the Request of Counsel

Exhibit (c)(3)

 

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- Preliminary Working Draft— Project Apex Presentation to the Special Committee October 23, 2023 Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Atlas (“Atlas” or the “Company”) in connection with its evaluation of a proposed transaction and forno other purpose. The information contained herein is based upon information supplied by or on behalf of Atlas and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Atlas. Centerview has relied upon the accuracy and completeness of the foregoing information, and has notassumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Atlas or any other entity, or concerning the solvency or fair value of Atlas or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Atlas as to the future financial performance of Atlas, and at your direction Centerview has relied upon such forecasts, as provided by Atlas’ management, with respect to Atlas. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerview’s view of the actual value of Atlas. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Atlas (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Atlas or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 1 Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Topics for Today’s Discussion Project Apex Status Update Preliminary Perspectives on Value Initial Perspectives on Additional Third Party Outreach Potential Next Steps 2 Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Project Apex – Update on Progress to Date ? Teton submitted a proposal (the “Proposal”) to acquire for cash all common shares that it does not October 6 currently own for $9.00 per share ? After a discussion with the Special Committee’s Counsel (Weil) regarding the Proposal, Centerview October 10 held initial discussions with Atlas CEO and CFO regarding Project Apex  October 12 ? Centerview provided Management with its initial diligence request list ? Initial meeting between Centerview and the Special Committee October 13 ? Management shared its latest 5-year financial forecast (“Atlas Management Plan”) with Centerview ? Centerview provided Management with a list of preliminary financial questions with respect to the October 15 Atlas Management Plan October ? Management and Centerview discussed the Atlas Management Plan and Centerview’s list of 16, 17 preliminary financial questions ? Atlas share price closed at $5.59, reflecting 6.9x EV / NTM Adjusted EBITDA(2) and a (0.5%) discount October (1) to close as of Teton’s 10/6 proposal 20 ? Centerview discussed Atlas Management Plan with Management (1) Figures reflect closing price as of October 20, 2023. Remainder of analysis reflects October 17, 2023. 3 (2) Multiple based on Atlas Management Plan shared October 13, 2023. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Atlas’ Share Price Performance Share Price PerformanceSince IPO $30 Atlas S&P 500 (1) $25 D C $20 B E F G J K L $15 H I +4% $14.00 A $10 $5 M $5.41 (61%) (67%) (vs. IPO price) (vs. Day 1 close) – Apr-21 Oct-21 Apr-22 Oct-22 Apr-23 Oct-23 Public Market Events A ? 23-Apr-21: Pricing of IPO at $14.00 per E ? 8-Mar-22: Reported Q4 ’21 Earnings J ? 7-Mar-23: Reported Q4 ’22 Earnings share (closed day 1 at $16.40) F ? 10-May-22: Reported Q1 ’22 Earnings K ? 9-May-23: Reported Q1 ’23 Earnings B ? 12-Aug-21: Reported Q2 ’21 Earnings G ? 9-Aug-22: Reported Q2 ’22 Earnings L ? 8-Aug-23: Reported Q2 ’23 Earnings; C ? 14-Sep-21: Announced Sizewise Rentals Reduced 2023E Adj. EBITDA guidance acquisition H ? 10-Nov-22: Reported Q3 ’22 Earnings range from $295-305mm to $260-270mm D ? 9-Nov-21: Reported Q3 ’21 Earnings I ? 9-Jan-23: Tom Boehning announced CEO M ? 2-Oct-23: Tom Leonard returns as CEO following departure of Tom Boehning Earnings Other Corp. Event Source: Company filings and Factset as of October 17, 2023. 4 (1) S&P 500 indexed to Atlas share price of $14.00 as of IPO on April 23, 2021. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Atlas Wall Street Consensus Beat / (Miss) History In August 2023, during Q2 earnings, Atlas revised its 2023 Adj. EBITDA outlook from a range of $295 – $305mm to $260 – $270mm to reflect lower peak need rentals and rebased HHS contract driving reduced margin outlook Revenue Adjusted EBITDA Latest quarter $300 per Management $290 $294 $282 $291 $292 $262 $274 $271 $235 $251 Latest quarter Quarterly $86 $82 $85 $89 per Management $78 $71 $72 Results $70 $66 $66 $62 % Beat / (Miss) vs. Wall Street Consensus Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 FY’21 FY’22 FY’23 FY’21 FY’22 FY’23 +1% +4% +9% +8% +0% (5%) (0%) +2% +4% +2% +4% (1) +3% +18% +37% +40% +14% (5%) +1% +3% (1%) (8%) +5% (1) 2021 Guidance 2022 Guidance 2023 Guidance 2021 Guidance 2022 Guidance 2023 Guidance Actual: $1,039mm Actual: $1,121mm Actual: $331mm Actual: $297mm $1,190 $1,190 $1,190 $1,190 $1,190 $1,190 See next page for $1,120 n.a. $315 $315 $315 detailed bridge $1,020 $310 $305 $305 Full-Year $975 $980 $1,160 $1,160 $1,160 $1,160 $1,160 $1,160 $300 $1,110 $285 $290 Guidance $1,010 $300 $305 $305 $305 $270 $950 $965 $290 $295 $295 Evolution $280 n.a. $275 $260 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 FY’21 FY’22 FY’23 FY’21 FY’22 FY’23 1-Day Share Price Reaction Reported Adj. EBITDA Margin +3% (8%) (3%) +0% (1%) (7%) (3%) (7%) (3%) (28%) n.a. 37% 31% 31% 29% 30% 25% 25% 25% 24% 23% n.a. Source: Company filings, Wall Street research and Factset as of October 17, 2023. 5 Note: U.S. Dollars in millions. (1) Reflect % beat / (miss) vs. Q3’23 Wall Street consensus estimates as of October 17, 2023. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Atlas Management Plan Adjusted EBITDA Bridge (’22A –’23E) Management and Wall Street research analysts indicated expectations for declining adjusted EBITDA margins post Q2 earnings compared to pre-COVID levels ’22A –’23E Adjusted EBITDA Bridge Commentary +$16 ($45) $297 +$18 ($15) “We are taking a more conservative view on the balance of the year for our earnings. This decline will also be $270 reflected in our adjusted EBITDA margins, which we expect to remain at lower relative levels as a result of the more muted profitability from the current mix. […] As our mix evolves and we start to see the benefits from the larger contracts materialize and peak need rental stabilizing at more normalized post-COVID levels, we expect our longer-term margins will stabilize, but will likely remain below our historical levels” Jim Pekarek (8/8/2023) “The company projects LT margins to eventually ‘22A Revenue Gross Operating Other(1) ‘23E stabilize, but warns that they will not reach pre- Adjusted Growth Margin Leverage Adjusted COVID levels. Mgmt also pointed out a re-baselining of EBITDA EBITDA the utilization of their peak need rental equipment fleet, Adjusted EBITDA Margin Impact and as of post-2023 flu season, placements have been 26.4% (382bps) +151bps (125bps) 22.9% underwhelming compared to the previous year” (9/25/2023) Adj. EBITDA Margins ’20A: 30.3% ’21A: 31.8% Source: Company filings, Wall Street research and Atlas Management Plan shared on October 13, 2023. 6 Note: Dollars in millions. Privileged & Confidential | Prepared at the Request of Counsel (1) Reflects impact from change in depreciation & amortization, non-cash share-based compensation and other.


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- Preliminary Working Draft— Atlas Wall Street Consensus Estimates Over Time Revenue ($bn) Adj. EBITDA ($mm) Adj. EBITDA Margin (%) $500 40% Change from initial estimate to Change from initial estimate to Change from initial estimate to actual / current consensus estimate actual / current consensus estimate actual / current consensus estimate 2022 +$0.08 2022 +$17 2022 (33bps) $1.8 2023 +$0.02 2023 ($43) 2023 (412bps) 2024 ($0.16) $425 2024 ($95) 2024 (433bps) 35% 2025 ($0.01) 2025 ($44) 2025 (313bps) $1.6 32% $370 $345 $1.39 $350 30% $1.33 $1.32 $1.3 $1.24 $331 $306 $301 27% $1.17 27% 26% 27% 26% $1.15 $280 $297 $1.12 $275 $27625% $1.1 $1.04 $263 $1.02 23% 22% 22% $0.8 $200 20% May-21 Dec-21 Jul-22 Mar-23 Oct-23 May-21 Dec-21 Jul-22 Mar-23 Oct-23 May-21 Dec-21 Jul-22 Mar-23 Oct-23 2021 Actual 2022 Actual 2022 2023E 2024E 2025E Source: FactSet as of October 17, 2023. 7 Note: Estimates first available as of May 14, 2021. 2025E estimates started as of 2022 Q4 earnings due to lack of available Privileged & Confidential | Prepared at the Request of Counsel estimates.


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- Preliminary Working Draft— Atlas Management Plan Assumptions ? Atlas Management created the Atlas Management Plan (’23 –’28E estimates) as part of its regular way monthly forecasting cycle ? The Atlas Management Plan was developed and informed by input from various functional areas Preparation ? Atlas Management Plan excludes impact from future M&A, reflecting an organic growth outlook ? Centerview understands that Atlas Management has not presented a long-term forecast to the Board over the past several months; however, FY’23 figures were provided to the Board in August and top-line / Adj. EBITDA figures are materially unchanged since that discussion ? Growth outlook reflects internal realignment to focus on better managing existing customer base and existing growth prospects ? Revenue outlook forecasted by business segment and expectations for growth within each: – Equipment Solutions growth driven by overall market growth and expected share gains in the rental market, with peak need remaining strong following utilization re-baselining post COVID • Long-term expectation of mid-single digit growth Revenues – Clinical Engineering growth driven by supplemental offerings driving growth within current customer base and from new logos; high single digit growth expected in 2023 • Long-term expectation of mid-to-high single digit growth – On-Site Managed Services is undergoing internal realignment and is expected to contribute negative growth in the near-term; drag partially driven by expected mix shift within the HHS contract towards clinical engineering (~$7-10mm) • Segment expected to return to low-to-mid single digit growth in 2025 and mid single digit growth thereafter ? Margin improvement driven by realignment of business mix and focus on areas that can leverage and improve the account management function ? COGS as a percentage of sales expected to increase in 2023 driven primarily by lower mix of peak need rental placements, Cost higher cost to onboard new business and factors related to the HHS agreement Structure – Improvement in outer years forecasted as 2023 headwinds dissipate / normalize ? SG&A forecasted at WholeCo level (i.e., not by business segment) and assumes operating leverage given limited additional resources required to service revenue growth ? Change in net working capital forecasted to grow in line with sales; 2023/2024 trends driven by performance compensation Cash Flow and employee bonus impact Items ? Depreciation and amortization based on Management schedule and related to customer contracts ? Normalized management tax rate of ~29% (State and Local) going forward 8 Source: Atlas Management Plan shared on October 13, 2023. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Atlas Management Plan As provided by Atlas Management on October 13, 2023 Atlas Management Plan Fiscal Year Ending December 31, CAGR 2022A 2023E 2024E 2025E 2026E 2027E 2028E ‘23E-28E Equipment Solutions $439 $463 $486 $515 $548 $584 $622 6.1% Clinical Engineering 421 460 481 510 546 584 625 6.3% On-Site Managed Services 262 257 248 256 268 282 296 2.8% Total Revenue $1,121 $1,180 $1,215 $1,280 $1,362 $1,450 $1,542 5.5% % YoY Growth 5.3% 2.9% 5.4% 6.4% 6.4% 6.4% Cost of Sales (690) (772) (777) (812) (864) (918) (978) 4.8% % of Sales 61.6% 65.4% 63.9% 63.4% 63.4% 63.3% 63.4% Sales, General & Administrative Expenses (339) (339) (351) (354) (357) (362) (364) 1.5% % of Sales 30.2% 28.7% 28.9% 27.7% 26.2% 25.0% 23.6% Operating Income $92 $70 $87 $114 $141 $169 $200 23.5% (+): Depreciation & Amortization 176 173 160 157 154 151 148 (+): Non-Cash Share-Based Compensation 19 20 21 22 23 24 25 (+): Other 10 7 5 5 5 6 6 Adjusted EBITDA $297 $270 $273 $298 $323 $349 $378 7.0% % Margin 26.4% 22.9% 22.5% 23.3% 23.7% 24.1% 24.5% Memo: Select Cash Flow Items Change in NWC (19) (8) (4) (20) (21) (24) (25) Capital Expenditures (84) (80) (100) (101) (108) (111) (116) 9 Source: Company filings and Atlas Management Plan shared on October 13, 2023. Privileged & Confidential | Prepared at the Request of Counsel Note: Dollars in millions.


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- Preliminary Working Draft— Atlas Management Plan vs. Wall Street Consensus Through 2025 Comparison of Wall Street Consensus estimates vs. Atlas Management Plan; limited consensus estimates post-’25E Atlas Management Plan vs. Wall Street Consensus Estimates Revenue Adjusted EBITDA High Estimate Median Estimate Low Estimate Atlas Management Plan Guidance $260—$270 $360 Guidance $1,160—$1,190 $1,322 $266 $283 $1,246 $1,290 $267 $1,174 $256 $1,210 $1,316 $226 $301 $298 $1,280 $263 $270 $276 $273 $1,161 $1,237 $1,215 $1,170 $1,180 FY23E FY24E FY25E FY23E FY24E FY25E Revenue Growth(1) Adj. EBITDA Margin(1) 4.4% / 5.3% 5.7% / 2.9% 6.4% / 5.4% 22.5% / 22.9% 22.3% / 22.5% 22.9% / 23.3% Atlas Management Plan vs. Median Consensus Estimate Atlas Management Plan vs. Median Consensus Estimate +$10 / +0.9% ($22) / (2.8%) ($36) / (1.0%) +$7 / +0.4% ($2) / +0.2% ($3) / +0.4% 10 Source: Company filings, Atlas Management Plan shared on October 13, 2023, Wall Street research and FactSet as of October 17, Privileged 2023. & Confidential | Prepared at the Request of Counsel (1) Reflects broker medians based on available broker research / management figures.


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- Preliminary Working Draft— Atlas Management Plan Adjusted EBITDA Bridge (’23E –’28E) Adjusted EBITDA Bridge +$79 ($84) +$31 $378 +$83 Atlas Management Driven mainly by Gross margin Plan assumes operating D&A decreasing $270 improvements seen in leverage given limited across the period Atlas Management Plan additional resources as near-term headwinds required to service ? Equipment Solutions: dissipate / normalize revenue growth growth driven by market growth and share gains ? Clinical Engineering: growth driven by supplemental offerings ? On-Site Managed Services: negative growth partially driven by HHS contract mix shift / internal realignment ‘23E Adjusted EBITDA Revenue Growth Gross Margin Operating Leverage Other (1) ‘28E Adjusted EBITDA Adjusted EBITDA Margin Impact 22.9% +198bps +510bps (542bps) 24.5% Source: Company filings, Wall Street research and Atlas Management Plan shared on October 13, 2023. 11 Note: Dollars in millions. Privileged & Confidential | Prepared at the Request of Counsel (1) Reflects impact from change in depreciation & amortization, non-cash share-based compensation and other.


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- Preliminary Working Draft— Atlas Illustrative Future Share Price Analysis Reflects Atlas Management Plan shared October 13, 2023 Future Share Price (Nominal) Future Share Price (PresentValue) ~6.8x NTM Adj. EBITDA (Current Atlas Management Plan Multiple) 8.5x NTM Adj. EBITDA (~+1.5x vs. Current Atlas Management Plan Multiple) 10.0x NTM Adj. EBITDA (~+3.0x vs. Current Atlas Management Plan Multiple) CAGR $25 $25 At 10.0x Discounted at cost of equity of 12.6% $20 +37% $20 $20 $18 $16 At 8.5x $16 +30% $14 $15 $14 $15 $12 $12 $12 $12 At ~6.8x $12 $11 +21% $10 $9 $9 $10 $10 $12 $10 $10 $5 $8 $5 $7 $7 $7 $5 $5 $7 $6 – – Current YE’24 YE’25 YE’26 YE’27 Current YE’24 YE’25 YE’26 YE’27 Memo: Memo: NTM Adj. EBITDA $298 $323 $349 $378 NTM Adj. EBITDA $298 $323 $349 $378 Net Debt ($bn) $1.1 $1.0 $1.0 $0.9 Net Debt ($bn) $1.1 $1.0 $1.0 $0.9 Source: Atlas Management Plan shared on October 13, 2023. Note: Dollars in billions. Reflects valuation as of October 17, 2023. Analysis assumes latest share count, RSUs 12 and options held constant in projection period as of Q2 ’23. Debt, cash and non -controlling interest based on year-end balance per Atlas Management Plan. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Atlas Analysis at Various Prices 10/6 Teton Proposal Current Share Price $5.41 $9.00 $10.00 $11.00 $12.00 $13.00 Implied Premium to Current 66% 85% 103% 122% 140% +60% premium vs. Atlas share % Premium / (Discount) to: price on 10/06/2023(2) 30-Day VWAP $6.77 +33% +48% +62% +77% +92% 90-Day VWAP 10.30 (13%) (3%) +7% +17% +26% 52-Week High (12/05/22) (1) 19.72 (54%) (49%) (44%) (39%) (34%) 52-Week Low (10/12/23) (1) 5.36 +68% +87% +105% +124% +143% Fully Diluted Shares Outstanding 137.4 138.6 139.1 139.5 139.9 140.2 Implied Equity Value $744 $1,247 $1,391 $1,535 $1,679 $1,823 Plus: Debt & NCI 1,121 Less: Cash (9) Implied Enterprise Value ($mm) $1,855 $2,359 $2,503 $2,647 $2,790 $2,934 Non-Teton Shares 39.2 40.4 40.9 41.4 41.7 42.0 Non-Teton Equity Value $212 $364 $409 $455 $501 $546 Wall Street Implied EV / Adj. EBITDA Consensus ($mm) NTM $273 6.8x 8.6x 9.2x 9.7x 10.2x 10.7x 2024E 276 6.7x 8.6x 9.1x 9.6x 10.1x 10.6x Implied EV / Adj. EBITDA Atlas Mgmt. Plan ($mm) NTM $273 6.8x 8.6x 9.2x 9.7x 10.2x 10.8x 2024E 273 6.8x 8.6x 9.2x 9.7x 10.2x 10.7x Source: Company filings, Atlas Management Plan shared on October 13, 2023, Wall Street research and FactSet as of October 17, 2023. Note: Dollars in millions, except per share figures. Based on latest publicly available information. Share count not reflective of any undisclosed share repurchases since repurchase program authorized on August 21, 2023. EBITDA reflects median of Wall Street research. 13 (1) 52-week high and low based on highest closing price and lowest closing price. Privileged & Confidential | Prepared at the Request of Counsel (2) Reflects Atlas closing price as of October 6, 2023 (date of Teton offer).


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- Preliminary Working Draft— Selected Public Companies Analysis Current vs. Market Enterprise ‘23E-‘25E CAGR ‘24E EBITDA ‘24E FCF EV / EBITDA Company 52-Wk High 52-Wk Low Cap Value Revenue EBITDA Margin Margin (1) NTM 2024E (4%) +39% $22.2 $24.9 7% 10% 28% 21% 15.7x 15.3x (26%) +139% 4.1 6.1 8% 9% 51% 37% 10.7x 10.5x (22%) +7% 4.1 5.4 3% (2) 11% (2) 18% 13% 10.7x 10.5x (3) (42%) +2% 2.5 2.6 4% 1% 33% 27% 5.7x 5.6x (35%) +8% 1.1 1.6 4% 5% 12% 11% 6.4x 6.3x (34%) +4% 0.8 0.7 4% (2) 1% (2) 6% 6% 6.6x 6.5x Peer Median (30%) +8% $3.3 $4.0 4% 7% 23% 17% 8.6x 8.5x Peer Average (27%) +33% $5.8 $6.9 5% 6% 25% 19% 9.3x 9.1x Atlas Wall Street (73%) +1% $0.7 $1.9 6% 7% 22% 15% 6.8x 6.7x Consensus Atlas (73%) +1% $0.7 $1.9 4% 5% 23% 14% 6.8x 6.8x Management Plan Source: Company filings, Atlas Management Plan shared on October 13, 2023, Wall Street research and FactSet as of October 17, 2023. Note: EBITDA unburdened by stock-based compensation. Estimates reflect calendar year ending December 31. 14 (1) Reflects Adj. EBITDA less capex divided by revenue. (2) Reflects ’23-’24 growth rate due to lack of broker estimates. (3) Does not reflect pro forma impact of non-healthcare GPO divestiture. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Highly preliminary; subject to further diligence Preliminary Discounted Cash Flow Analysis Reflects Atlas Management Plan shared October 13, 2023 Fiscal Year Ending December 31, Terminal ‘24E-‘28E 2H23E 2024E 2025E 2026E 2027E 2028E Year CAGR Revenue $589 $1,215 $1,280 $1,362 $1,450 $1,542 $1,641 6% % Growth 3% (2) 5% 6% 6% 6% Adj. EBITDA $133 $273 $298 $323 $349 $378 $410 8% (Less): D&A (89) (160) (157) (154) (151) (148) (Less): SBC (10) (21) (22) (23) (24) (25) (Less): Management & Other 2 (5) (5) (5) (6) (6) EBIT (Ex. SBC) $35 $87 $114 $141 $169 $200 (Less): Taxes (1) (10) (25) (33) (41) (49) (58) NOPAT $25 $62 $81 $100 $120 $142 Add: D&A 89 160 157 154 151 148 (Less): CapEx (41) (100) (101) (108) (111) (116) (Less): â^† NWC (2) (4) (20) (21) (24) (25) (3) (Less): Other (4) (0) (1) (1) (1) 2 UFCF $67 $117 $116 $124 $136 $150 (2) % Growth (13%) (1%) 7% 9% 11% Implied Enterprise Value ($bn) Implied Share Price Implied PGR NTM EBITDA Terminal Multiple NTM EBITDA Terminal Multiple NTM EBITDA Terminal Multiple WACC 7.00x 8.50x 10.00x 7.00x 8.50x 10.00x 7.00x 8.50x 10.00x 10.25% $2.2 $2.6 $2.9 $8.00 $10.50 $13.00 4.7% 5.7% 6.3% 10.88% 2.2 2.5 2.9 7.75 10.00 12.50 5.3% 6.3% 6.9% 11.50% 2.1 2.4 2.8 7.25 9.50 12.00 5.9% 6.8% 7.5% Source: Company filings and Atlas Management Plan shared on October 13, 2023. Note: Analysis assumes Atlas valuation date and balance sheet figures as of June 30, 2023. Dollars in millions, except for per share amounts. Share prices rounded to nearest $0.25. See appendix for tax impact analysis / treatment. (1) Tax rate of 29% per Atlas Management. 15 (2) Reflects full-year 2023-2024E growth. Privileged & Confidential | Prepared at the Request of Counsel (3) Includes $0.5mm of acquisition spend in 2H23E.


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- Preliminary Working Draft— Highly preliminary; subject to further diligence Illustrative WACC Analysis Selected Public Companies Illustrative WACC Analysis Beta Market Debt Debt / Risk-Free Rate(3) 5.1% (2) Unlevered Beta(4) 0.74 Company Levered(1) Unlevered Cap ($bn) ($bn) Equity Debt / Equity(5) 24.6% STERIS 1.06 0.96 $22.2 $2.9 13.3% (6) Levered Beta 0.871 Sotera 1.71 1.19 4.1 2.3 55.4% Historical Risk Premium(7) 7.2% Stericycle 0.93 0.74 4.1 1.3 32.3% (8) Size Premium 1.2% Premier (12) 0.71 0.62 2.5 0.4 16.9% Cost of Equity 12.6% Pediatrix 1.02 0.68 1.1 0.7 63.7% (9) Pre-Tax Cost of Debt 7.8% HCSG 0.77 0.74 0.8 0.0 5.1% Tax Rate(10) 29.0% After-Tax Cost of Debt 5.5% Median 0.98 0.74 $3.3 $1.0 24.6% WACC(11) 11.2% Average 1.03 0.82 5.8 1.3 31.1% Debt / Total Capitalization 19.8% Atlas 0.95 0.46 $0.7 $1.1 150.7% Equity / Total Capitalization 80.2% Atlas (pre-Q2’23 Earnings) (13) 0.86 0.65 $2.4 $1.1 46.5% Illustrative WACC Sensitivity Analysis Debt / Debt / Unlevered Beta Cap Equity 0.65 0.70 0.75 0.80 20.0% 25.0% 10.5% 10.9% 11.2% 11.6% 25.9% 35.0% 10.4% 10.8% 11.1% 11.4% 31.0% 45.0% 10.3% 10.6% 11.0% 11.3% Source: Bloomberg, Duff & Phelps, Public filings, S&P Global and FactSet as of October 17, 2023. Note: Ordered by market cap. (1) Represents 2 year weekly historical adjusted beta vs. local market index. (2) Unlevered Beta = Levered Beta / (1+(1 – Tax Rate) * (Debt / Equity)). (3) Reflects current U.S. 20-year treasury rate. (4) Reflects median of unlevered betas of comparable group. (5) Reflects median debt / equity of comparable group. (6) Reflects levering of the median unlevered beta of the peers at target debt / equity. Levered Beta = (Unlevered Beta) * (1+(1 – Tax Rate) * (Debt / Equity)). (7) Long-horizon expected equity risk premium per Duff & Phelps 2022 Yearbook. (8) Based on historical size premium for companies between $377mm –$782mm market capitalizations per Duff & Phelps 2022 Yearbook. (9) Assumes illustrative cost of debt based on current ICE BofA BB US High Yield Index Effective Yield. (10) Assumes Company long-term tax rate. (11) WACC equals ((Debt / Capitalization * 16 (Cost of Debt * (1 – Tax Rate))) + (Equity / Capitalization * Levered Cost of Equity)). (12) Does not reflect pro forma impact of non-healthcare GPO divestiture. (13) Reflects figures as of October 8, 2023 close before after-hours Q2’23 earnings release and Atlas 28% share price decline. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Special Committee “Roadmap Dashboard” 10/13 Discussion Topics Focus for Today’s Discussion Evaluate Proposal Contextualizing Framework for and Develop Teton’s Proposal Negotiation Response How does the Potential to reach out to How does Teton’s What are Proposal compare third parties, explore other vs. potential value strategic transactions based Proposal compare negotiation of executing on on strategic dynamics, or to recent stock dynamics in Management’s reject proposal performance and selected other standalone plan? fundamental value? transactions? Reach out to What are Atlas’ Third Parties practical set of How will the public market react to the alternatives (e.g., upcoming earnings release? Could earnings strategic / sponsor impact negotiations? interest, partner joins Teton)? What are the key What are the key What other factors Explore Other process, timing and economic and non-should be taken into Strategic tactical economic Terms of consideration? Transactions considerations? Proposal? Key underlying analysis to inform next steps Assessment of Management Outlook Reject the Proposal and Learnings from diligence Key drivers of outlook continue to Potential risks / opportunities Theoretical value of outlook execute on Atlas Management Plan 17 Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Premia in Selected Precedent Minority “Squeeze Out” Transactions Selected Precedent Minority “Squeeze Out” Transactions(1) % of Implied Initial Bid Premium to Initial to Final Bid Premium to Equity Enterprise Unaff. 30-Day Final Bid Unaff. 30-Day (2) (3) (4) (3) Date Target Acquiror Owned Value Price VWAP % Increase Price VWAP Aug-23 SciPlay Light & Wonder 83% $2.5 29% 17% 15% 47% 34% Dec-22 Weber BDT Capital 72% 3.7 24% (4%) 29% 60% 24% Jun-22 Convey Health TPG Capital 75% 1.1 66% 46% 17% 143% 99% Nov-20 Urovant Sciences Sumitovant Bio 72% 0.7 55% 46% 30% 96% 92% Aug-20 Akcea Thera. Ionis Pharma 76% 1.5 42% 33% 13% 59% 56% Aug-20 Hudson Dufry AG 57% 1.1 24% 12% 23% 50% 64% Feb-20 AVX KYOCERA 72% 2.9 30% 26% 12% 45% 40% Jun-18 Foundation Medicine Roche 57% 5.3 30% 49% 3% 29% 47% Nov-16 Synutra Investor Group 64% 0.8 54% 26% 2% 58% 29% Sep-16 Federal-Mogul Icahn 82% 2.1 41% 61% 43% 101% 130% Mar-16 Crown Media Hallmark 90% 4.4 2% 13% 0% 2%(5) 13% Sep-13 Cornerstone Thera. Chiesi Farmaceutici 58% 0.3 22% 20% 45% 78% 74% Mar-13 Sauer-Danfoss Danfoss 76% 2.6 24% 24% 19% 49% 48% 25th Percentile 64% 24% 17% 12% 47% 34% Median 72% 30% 26% 17% 58% 48% 75th Percentile 76% 42% 46% 29% 78% 74% Source: Company filings and FactSet as of October 17, 2023. Note: Dollars in billions. (1) All cash, minority “squeeze out” transactions with U.S. targets and over $100mm in equity consideration over the last ~10 yea rs with offers from only single acquiror. Excludes transactions in real-estate, energy, financial institutions and oil and gas industries (n=13). (2) Reflects unaffected date of first bid. (3) Reflects 30 trading days. (4) Reflects unaffected date of transaction announcement. 18 (5) On June 24, 2013, Crown Media filed an amendment to its Schedule 13D disclosing it was evaluating a “short-form merger to eliminate the minority stockholders”. Final price reflects 151% premium to share price on June 24, 2013. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Timing in Selected Precedent Minority “Squeeze Out” Transactions Timing in Selected Precedent Minority “Squeeze Out” Transactions(1) Days Between # of Initial & Initial Bid Signing Initial Bid Date Target Acquiror Bids Final Bid & Signing & Closing & Closing Aug-23 SciPlay Light & Wonder 5 78 82 n.a. n.a. Dec-22 Weber BDT Capital 5 36 48 72 120 Jun-22 Convey Health TPG Capital 3 42 47 109 156 Nov-20 Urovant Sciences Sumitovant Bio 5 4 6 137 143 Aug-20 Akcea Thera. Ionis Pharma 4 9 11 43 54 Aug-20 Hudson Dufry AG 3 40 44 103 147 Feb-20 AVX KYOCERA 4 62 86 38 124 Jun-18 Foundation Medicine Roche 4 3 3 43 46 Nov-16 Synutra Investor Group 2 239 308 180 488 Sep-16 Federal-Mogul Icahn 4 309 191 139 330 Mar-16 Crown Media Hallmark 1 – 54 – 54 Sep-13 Cornerstone Thera. Chiesi Farmaceutici 5 205 209 141 350 Mar-13 Sauer-Danfoss Danfoss 5 85 93 42 135 25th Percentile 3 9 44 43 104 Median 4 42 54 88 139 75th Percentile 5 85 93 138 200 Source: Company filings and FactSet as of October 17, 2023. 19 (1) All cash, minority “squeeze out” transactions with U.S. targets and over $100mm in equity consideration over the last ~10 yea rs with offers from only single acquiror. Excludes transactions in real-estate, energy, financial institutions and oil and gas industries (n=13). Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Illustrative Universe of Potential Strategic Parties Sorted by enterprisevalue Hospital Outsourcers Distributors OEMs Other $162bn $1.4tn $526bn(2) $48bn $34bn(1) $66bn $93bn $169bn $22bn $18bn $18bn $42bn $39bn $31bn $26bn $29bn $3bn(3) Private Private Private $25bn $25bn Source: Wall Street research and Factset as of October 17, 2023. (1) Reflects enterprise value at time of acquisition. 20 (2) Reflects WholeCo enterprise value. Privileged & Confidential | Prepared at the Request of Counsel (3) Does not reflect pro forma impact of non-healthcare GPO divestiture.


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- Preliminary Working Draft— Illustrative Universe of Financial Sponsor Counterparty Overview Sorted by fund size General Partners Limited Partners Fund Latest Fund Fund Latest Fund Fund Latest Fund Sovereign Wealth Funds Sorted Alphabetically ~$26bn(1) ~$20bn ~$12bn (2023) (2023)(2) (2023) ~$25bn ~$19bn ~$11bn (2022) (2022) (2022) ~$24bn ~$16bn ~$10bn (2021) (2023) (2022) ~$24bn ~$15bn ~$7bn (2022) (2022) (2022) ~$23bn ~$15bn ~$5bn (2023)(2) (2022) (2023) Canadian Pension Funds ~$23bn ~$13bn ~$5bn Sorted Alphabetically (2023) (2022)(2) (2021) ~$22bn ~$13bn(1) ~$4bn (2023)(2) (2023)(2) (2023) ~$21bn(1) ~$12bn ~$3.5bn (2023)(2) (2023)(2) (2023)(2) ~$20bn+ ~$12bn ~$3bn (2023)(2) (2021) (2021) ~$20bn ~$12bn (2022)(2) (2023) Source: Company websites and public information. 21 (1) Converted to USD assuming current EUR/USD exchange ratio as of October 2023. (2) Currently raising. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft- Perspectives on Potential Strategic Paths Overview ? Respond to Teton based on feedback from today’s Special Committee discussion ? Assess next steps based on Teton’s reaction and potential available paths to maximize Atlas’ value (either on standalone basis or via third party path) ? Reach out to select strategics / sponsors based on strategic fit, Reach out to ability to pay and / or historical engagement with Atlas in order to Third Parties see if superior value can be realized ? Decision to reach out to third parties to be balanced against Today’s likelihood of success and distraction to management Discussion ? To review universe of potential strategic transactions based on Explore Other actionability and ability to create value in excess of the Atlas Strategic Transactions Management Plan Reject the Proposal and continue to execute on Atlas Management Plan 22 Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft- Potential Next Steps for Project Apex ? Align with Special Committee on response and next steps ? Set up meeting with Teton to discuss Special Committee’s feedback ? Update Special Committee based on initial discussion with Teton ? Continually update the Special Committee as discussions progress 23 Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft- Appendix Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft- Atlas Trading Multiples Over Time EV / NTM Wall Street Consensus Adjusted EBITDA Multiple Since IPO(1) Average EV / Adjusted NTM EBITDA Multiple 20.0x Since Q2’23 L6M L1Y L2Y Since IPO Atlas 8.0x 9.9x 10.6x 11.2x 11.4x 18.0x Peer Median 9.2x 10.1x 10.4x 11.6x 12.2x S&P 500 12.9x 13.0x 12.5x 12.7x 13.0x 16.0x 15.9x 14.0x 14.5x 12.6x 12.0x 10.5x 10.0x 8.6x 8.0x 6.8x 6.0x 4.0x 2.0x 0.0x May-21 Jul-21 Oct-21 Dec-21 Mar-22 May-22 Jul-22 Oct-22 Dec-22 Mar-23 May-23 Jul-23 Oct-23 Atlas Peer Median(2) S&P 500 Source: FactSet as of October 17, 2023. Note: Estimates first available as of May 14, 2021. 25 (1) Analysis based on FactSet estimates only as of October 17, 2023. Privileged & Confidential | Prepared at the Request of Counsel (2) Peers include Steris, Sotera Health, Stericycle, Premier, Pediatrix Medical Group, and Healthcare Services Group.


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- Preliminary Working Draft- Highly preliminary; subject to further diligence Illustrative Tax Impact Analysis ? TRA related to historical net operating losses (“NOLs”) was established in connection with sale to Teton in 2019 ? As part of the TRA, Atlas pays out 85% of annual tax savings ? Atlas Management has provided expected TRA outflows in 2024 – 2025 which represent the remainder of the potential tax benefit Net Present Valueof TRA Payments NPV of TRA Payments Sensitivity Benchmark Discount Rate NPV 20-Year US Treasury Rate 5.1% ($14) Cost of Debt (Pre-Tax) 7.8% (13) Angler WACC 11.2% (13) Fiscal Year Ending December 31, 2H23E 2024E 2025E 2026E 2027E 2028E Estimated Tax Shield from NOLs - $13 $4 ---- % Paid Out 85% 85% 85% 85% 85% 85% TRA Payments - ($11) ($4) ---- Discounted Tax Shield (@ Cost of Debt) - $12 $4 ----Discounted TRA Payments (@ Cost of Debt) - ($10) ($3) ---- NPV of Tax Shield $16 NPV of TRA Payments ($13) Net Tax Benefit $2 Source: Atlas Management Plan shared on October 13, 2023 and Factset as of October 17, 2023. 26 Note: Dollars in millions. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft- Atlas Analyst Price Targets Valuation Broker Report Date Price Target hod Metric 11x STM EBITDA 8/8/23 $16 BITDA (Second Twelve Months as of August 2023) 8/15/23 $13 EV / EBITDA 10.5x 2024 EBITDA 9/25/23 $11 EV / EBITDA 10x 2024 EBITDA 10/2/23 $10 EV / EBITDA 9x 2024 EBITDA 10/17/23 $6 Report not yet available Median: $11 Buy Hold Sell 27 Source: Wall Street research and Bloomberg as of October 17, 2023. Privileged & Confidential | Prepared at the Request of Counsel Note: Raymond James suspended price target post Q2 2023 earnings.

Exhibit (c)(4)

 

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-Preliminary Working Draft— Project Apex Presentation to the Special Committee October 26, 2023 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— Disclaimer This presentation has been prepared by Center view Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Atlas (“Atlas”orthe“Company”) inconnectionwithitsevaluationofaproposedtransactionandfornootherpurpose.Theinformationcontainedherein isbaseduponinformationsuppliedbyoronbehalfofAtlasandpubliclyavailableinformation,andportionsoftheinformationcontainedhereinmaybe baseduponstatements,estimatesandforecastsprovidedbyAtlas. Centerviewhasreliedupontheaccuracyandcompletenessoftheforegoing information,andhasnotassumedanyresponsibilityforanyindependentverificationofsuchinformationorforanyindependentevaluationorappraisal ofanyoftheassetsorliabilities(contingentorotherwise)ofAtlasoranyotherentity,orconcerningthesolvencyorfairvalueofAtlasoranyother entity. Withrespecttofinancialforecasts,Centerviewhasassumedthatsuchforecastshavebeenreasonablypreparedonbasesreflectingthebest currentlyavailableestimatesandjudgmentsofthemanagementofAtlasastothefuturefinancialperformanceofAtlas,andatyourdirectionCenterview hasrelieduponsuchforecasts,asprovidedbyAtlas’management,withrespecttoAtlas.Centerviewassumesnoresponsibilityforandexpressesno viewastosuchforecastsortheassumptionsonwhichtheyarebased.Theinformationsetforthhereinisbaseduponeconomic,monetary,marketand otherconditionsasineffecton,andtheinformationmadeavailabletousasof,thedatehereof,unlessindicatedotherwiseandCenterviewassumesno obligationtoupdateorotherwiserevisethesematerials. Thefinancialanalysisinthispresentationiscomplexandisnotnecessarilysusceptibletoapartialanalysisorsummarydescription.Inperformingthis financialanalysis,Centerviewhasconsideredtheresultsofitsanalysisasawholeanddidnotnecessarilyattributeaparticularweighttoanyparticular portionoftheanalysisconsidered. Furthermore,selectinganyportionofCenterview’sanalysis,withoutconsideringtheanalysisasawhole,would createanincompleteviewoftheprocessunderlyingitsfinancialanalysis.Centerviewmayhavedeemedvariousassumptionsmoreorlessprobablethan otherassumptions,sothereferencerangesresultingfromanyparticularportionoftheanalysisdescribedaboveshouldnotbetakentobeCenterview’s viewoftheactualvalueofAtlas. Thesematerialsandtheinformationcontainedhereinareconfidential,werenotpreparedwithaviewtowardpublicdisclosure,andmaynotbe disclosedpubliclyormadeavailabletothirdpartieswithoutthepriorwrittenconsentofCenterview.Thesematerialsandanyotheradvice,writtenor oral,renderedbyCenterviewareintendedsolelyforthebenefitanduseoftheSpecialCommitteeoftheBoardofDirectorsofAtlas(initscapacityas such)initsconsiderationoftheproposedtransaction,andarenotforthebenefitof,anddonotconveyanyrightsorremediesforanyholderof securitiesofAtlasoranyotherperson. Centerviewwillnotberesponsibleforandhasnotprovidedanytax,accounting,actuarial,legalorother specialistadvice.Thesematerialsarenotintendedtoprovidethesolebasisforevaluatingtheproposedtransaction,andthispresentationdoesnot representafairnessopinion,recommendation,valuationoropinionofanykind,andisnecessarilyincompleteandshouldbeviewedsolelyinconjunction withtheoralpresentationprovidedbyCenterview. 1 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— Special Committee “Roadmap Dashboard” Focus for Today’s Discussion 10/13 Discussion Topics 10/23 Discussion Topics Reach Negotiate Agreement with Teton with Teton Withdraws or Revises Proposal Becomes Unfriendly Reach Agreement Reach out to with Third Third Parties Party No Agreement with Third Parties Reach Explore Other Agreement for Strategic Strategic Transactions Transaction No Agreement for Strategic Reject all Transaction proposals / transactions and continue to execute on Atlas Management Plan 2 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— Executive Summary ï,§ On 10/6, Teton submitted a proposal (the “Initial Proposal”) to acquire for cash all common shares that it does not currently own for $9.00 per shareï,§ On 10/23, at the direction of the Special Committee, Centerview held a call with Teton to discuss the Initial Proposal – On the call, on behalf of the Special Committee, Centerview rejected the Initial Proposal – Later, on 10/23, Centerview provided the Atlas Management Plan to Teton and offered a call with the Atlas Management team to discuss ï,§ On 10/24, Teton submitted an updated non-binding indicative proposal (the “10/24 Situation Proposal”) to the Board of Directors for $9.35 per share Update – +4% increase vs. the Initial Proposal of $9.00 per share ï,§ On 10/25, Atlas Management held a call with to provide an overview of Atlas’ business and industry dynamicsï,§ Topics for today’s meeting are: – Review of Teton’s 10/24 Proposal – Review of discussion and potential next steps for engagement – Discussion of tactics and potential response to Teton  Next ï,§ Align on response to Teton’s 10/24 Proposal Stepsï,§ To discuss next steps for engagement with  3 Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— Atlas Analysis at Various Prices Teton Proposals Current Initial 10/24 Share Price $5.14 $9.00 $9.35 $10.00 $11.00 $12.00 $13.00 Implied Premium to Current 75% 82% 95% 114% 133% 153% +60% premium vs. Atlas +72% premium vs. Atlas % Premium / (Discount) to: share price on 10/6/2023(2) share price on 10/24/2023(3) 30-Day VWAP $6.11 +47% +53% +64% +80% +96% +113% 90-Day VWAP 9.65 (7%) (3%) +4% +14% +24% +35% 52-Week High (12/05/22)(1) 19.72 (54%) (53%) (49%) (44%) (39%) (34%) 52-Week Low (10/25/23)(1) 5.14 +75% +82% +95% +114% +133% +153% Fully Diluted Shares Outstanding 137.4 138.6 138.8 139.1 139.5 139.9 140.2 Implied Equity Value $706 $1,247 $1,298 $1,391 $1,535 $1,679 $1,823 Plus: Debt & NCI 1,121 Less: Cash (9) Implied Enterprise Value ($mm) $1,818 $2,359 $2,409 $2,503 $2,647 $2,790 $2,934 Non-Teton Shares 39.2 40.4 40.6 40.9 41.4 41.7 42.0 Non-Teton Equity Value $202 $364 $380 $409 $455 $501 $546 Wall Street Implied EV / Adj. EBITDA Consensus ($mm) NTM $273 6.7x 8.6x 8.8x 9.2x 9.7x 10.2x 10.7x 2024E 276 6.6x 8.6x 8.7x 9.1x 9.6x 10.1x 10.6x Implied EV / Adj. EBITDA Atlas Mgmt. Plan ($mm) 2023E $270 6.7x 8.7x 8.9x 9.3x 9.8x 10.3x 10.9x NTM 273 6.7x 8.6x 8.8x 9.2x 9.7x 10.2x 10.8x 2024E 273 6.6x 8.6x 8.8x 9.2x 9.7x 10.2x 10.7x Implied EV / Adj. EBITDA—Normalized Bonus (Atlas Mgmt. Plan) 2023E $253 7.2x 9.3x 9.5x 9.9x 10.5x 11.0x 11.6x NTM 270 6.7x 8.7x 8.9x 9.3x 9.8x 10.3x 10.9x Source: Company filings, Atlas Management Plan shared on October 13, 2023, Wall Street research and FactSet as of October 25, 2023. Note: Dollars in millions, except per share figures. Based on latest publicly available information. Share count not reflective of any undisclosed share repurchases since repurchase program authorized on August 21, 2023.EBITDA reflects median of Wall Street research. (1) 52-week high and low based on highest closing price and lowest closing price. 4 (2) Reflects Atlas closing price as of October 6, 2023 (date of Teton Initial Proposal). (3) Reflects Atlas closing price as of October 24, 2023 (date of Teton 10/24 Proposal). Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft—As presented to the Special Committee on October 23, 2023 Atlas Trading Multiples Over Time EV / NTM Wall Street Consensus Adjusted EBITDA Multiple Since IPO(1) Average EV / Adjusted NTM EBITDA Multiple Since Q2’23 L6M L1Y L2Y Since IPO 20.0x Atlas 8.0x 9.9x 10.6x 11.2x 11.4x 18.0x Peer Median 9.2x 10.1x 10.4x 11.6x 12.2x S&P 500 12.9x 13.0x 12.5x 12.7x 13.0x 16.0x 15.9x 14.0x 14.5x 12.0x 12.6x 10.5x 10.0x 8.6x 8.0x 6.8x 6.0x 4.0x 2.0x 0.0x May-21 Jul-21 Oct-21 Dec-21 Mar-22 May-22 Jul-22 Oct-22 Dec-22 Mar-23 May-23 Jul-23 Oct-23 Atlas Peer Median(2) S&P 500 Source:FactSet as of October 17, 2023. Note: Estimates first available as of May 14, 2021. 5 (1) Analysis based on FactSet estimates only as of October 17, 2023. Privileged & Confidential | Prepared at the Request of Counsel (2) Peers include Steris, Sotera Health, Stericycle, Premier, Pediatrix Medical Group, and Healthcare Services Group.


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-Preliminary Working Draft—As presented to the Special Committee on October 23, 2023 Atlas Illustrative Future Share Price Analysis Reflects Atlas Management Plan shared October 13, 2023 Future Share Price (Nominal) Future Share Price (Present Value) ~6.8x NTM Adj. EBITDA (Current Atlas Management Plan Multiple) 8.5x NTM Adj. EBITDA (~+1.5x vs. Current Atlas Management Plan Multiple) 10.0x NTM Adj. EBITDA (~+3.0x vs. Current Atlas Management Plan Multiple) CAGR $25 $25 $20 At 10.0x Discounted at cost of equity of 12.6% +37% $20 $20 $18 $16 At 8.5x $16 +30% $14 $15 $14 $15 $12 $12 $12 $12 At ~6.8x $12 $11 +21% $10 $9 $9 $10 $10 $12 $10 $10 $5 $8 $5 $7 $7 $7 $5 $5 $7 $6 – – Current YE’24 YE’25 YE’26 YE’27 Current YE’24 YE’25 YE’26 YE’27 Memo: Memo: NTM Adj. EBITDA ($mm) $298 $323 $349 $378 NTM Adj. EBITDA ($mm) $298 $323 $349 $378 Net Debt ($bn) $1.1 $1.0 $1.0 $0.9 Net Debt ($bn) $1.1 $1.0 $1.0 $0.9 Source:Atlas Management Plan shared on October 13, 2023. Note: Dollars in billions. Reflects valuation as of October 17, 2023. Analysis assumes latest share count, RSUs 6 and options held constant in projection period as of Q2 ’23. Debt, cash and non-controlling interest based on year-end balance per Atlas Management Plan. Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— Atlas Illustrative Future Share Price Sensitivity Reflects Atlas Management Plan shared October 13, 2023 YE 2024 Future Share Price (Nominal) YE 2024 Future Share Price (Present Value) Management Plan + /—% Management Plan + /—% EV / NTM Adj. EBITDA (10.0%) – +10.0% EV / NTM Adj. EBITDA (10.0%) – +10.0% 6.8x $5 $7 $8 6.8x $5 $6 $7 8.5x 9 11 12 8.5x 8 9 11 10.0x 12 14 16 10.0x 10 12 14 NTM Adj. EBITDA ($mm) $268 $298 $328 YE 2025 Future Share Price (Nominal) YE 2025 Future Share Price (Present Value) Management Plan + /—% Management Plan + /—% EV / NTM Adj. EBITDA (10.0%) – +10.0% EV / NTM Adj. EBITDA (10.0%) – +10.0% 6.8x $7 $8 $10 6.8x $5 $7 $8 8.5x 10 12 14 8.5x 8 9 11 10.0x 13 16 18 10.0x 10 12 14 NTM Adj. EBITDA ($mm) $290 $323 $355 Source:Atlas Management Plan shared on October 13, 2023. Note: Dollars in millions, except per share amounts. Reflects valuation as of October 17, 2023. Analysis assumes latest share count, RSUs and options held constant in projection period as of Q2 ’23. Debt, cash and non-controlling interest based on year-end balance per Atlas Management Plan. 7 (1) Projected debt per Atlas Management Plan. Illustrative year end cash balances based on levered free cash flow Privileged & Confidential | Prepared at the Request of Counsel conversion per Atlas Management Plan shared on October 13, 2023.


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-Preliminary Working Draft— Atlas Outlook: Today vs. August 2022 Reflects Atlas Management Plan shared on October 13, 2023 vs. Management Plan as of August 2022 August 2022 Today(1) â^† ‘24E ‘25E ‘24E ‘25E ‘24E ‘25E Revenue $1.4bn $1.5bn $1.2bn $1.3bn ($0.2bn) ($0.3bn) % Growth 11% 10% 3% 5% (832bps) (488bps) Adj. EBITDA $359mm $403mm $273mm $298mm ($86mm) ($106mm) % Growth 8% 12% 1% 9% (722bps) (341bps) Adj. EBITDA 26% 26% 23% 23% (307bps) (279bps) Margin L + 100 S + 300 Interest Rate ~(430bps) (~400bps) (~830bps) Levered $134mm $158mm $37mm $43mm ($97mm) ($115mm) Free Cash Flow Net Leverage 2.3x 1.7x 3.9x 3.4x +1.6x +1.8x NTM Multiple 10.7x (2) 6.8x (2) (3.9x) Prem. / (Disc.) vs. (2.1x) vs. Peer Median (1.8x) vs. Peer Median +0.2x vs. Peer Median Peers 8 (1) Reflects Atlas Management Plan shared on October 13, 2023. (2) Reflects EV / NTM Atlas Management Plan Adjusted EBITDA as of August 23, 2022 and October 17, 2023. Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft— Appendix Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft—As presented to the Highly preliminary; Special Committee on October 23, 2023 subject to further diligence Preliminary Discounted Cash Flow Analysis Reflects Atlas Management Plan shared October 13, 2023 Fiscal Year Ending December 31, Terminal ‘24E-‘28E 2H23E 2024E 2025E 2026E 2027E 2028E Year CAGR Revenue $589 $1,215 $1,280 $1,362 $1,450 $1,542 $1,641 6% % Growth 3%(2) 5% 6% 6% 6% Adj. EBITDA $133 $273 $298 $323 $349 $378 $410 8% (Less): D&A (89) (160) (157) (154) (151) (148) (Less): SBC (10) (21) (22) (23) (24) (25) (Less): Management & Other 2 (5) (5) (5) (6) (6) EBIT (Ex. SBC) $35 $87 $114 $141 $169 $200 (Less): Taxes (1) (10) (25) (33) (41) (49) (58) NOPAT $25 $62 $81 $100 $120 $142 Add: D&A 89 160 157 154 151 148 (Less): CapEx (41) (100) (101) (108) (111) (116) (Less): â^† NWC (2) (4) (20) (21) (24) (25) (Less): Other(3) (4) (0) (1) (1) (1) 2 UFCF $67 $117 $116 $124 $136 $150 (2) % Growth (13%) (1%) 7% 9% 11% Implied Enterprise Value ($bn) Implied Share Price Implied PGR NTM EBITDA Terminal Multiple NTM EBITDA Terminal Multiple NTM EBITDA Terminal Multiple WACC 7.00x 8.50x 10.00x 7.00x 8.50x 10.00x 7.00x 8.50x 10.00x 10.25% $2.2 $2.6 $2.9 $8.00 $10.50 $13.00 4.7% 5.7% 6.3% 10.88% 2.2 2.5 2.9 7.75 10.00 12.50 5.3% 6.3% 6.9% 11.50% 2.1 2.4 2.8 7.25 9.50 12.00 5.9% 6.8% 7.5% Source: Company filings and Atlas Management Plan shared on October 13, 2023. Note: Analysis assumes Atlas valuation date and balance sheet figures as of June 30, 2023. Dollars in millions, except for per share amounts. Share prices rounded to nearest $0.25. See appendix for tax impact analysis / treatment. (1) Tax rate of 29% per Atlas Management. 10 (2) Reflects full-year 2023-2024E growth. (3) Includes $0.5mm of acquisition spend in 2H23E. Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft—As presented to the Special Committee on October 23, 2023 Premia in Selected Precedent Minority “Squeeze Out” Transactions Selected Precedent Minority “Squeeze Out” Transactions(1) % of Implied Initial Bid Premium to Initial to Final Bid Premium to Equity Enterprise Unaff. 30-Day Final Bid Unaff. 30-Day (2) (3) (4) (3) Date Target Acquiror Owned Value Price VWAP % Increase Price VWAP Aug-23 SciPlay Light & Wonder 83% $2.5 29% 17% 15% 47% 34% Dec-22 Weber BDT Capital 72% 3.7 24% (4%) 29% 60% 24% Jun-22 Convey Health TPG Capital 75% 1.1 66% 46% 17% 143% 99% Nov-20 Urovant Sciences Sumitovant Bio 72% 0.7 55% 46% 30% 96% 92% Aug-20 Akcea Thera. Ionis Pharma 76% 1.5 42% 33% 13% 59% 56% Aug-20 Hudson Dufry AG 57% 1.1 24% 12% 23% 50% 64% Feb-20 AVX KYOCERA 72% 2.9 30% 26% 12% 45% 40% Jun-18 Foundation Medicine Roche 57% 5.3 30% 49% 3% 29% 47% Nov-16 Synutra Investor Group 64% 0.8 54% 26% 2% 58% 29% Sep-16 Federal-Mogul Icahn 82% 2.1 41% 61% 43% 101% 130% Mar-16 Crown Media Hallmark 90% 4.4 2% 13% 0% 2%(5) 13% Sep-13 Cornerstone Thera. Chiesi Farmaceutici 58% 0.3 22% 20% 45% 78% 74% Mar-13 Sauer-Danfoss Danfoss 76% 2.6 24% 24% 19% 49% 48% 25th Percentile 64% 24% 17% 12% 47% 34% Median 72% 30% 26% 17% 58% 48% 75th Percentile 76% 42% 46% 29% 78% 74% Source: Company filings and FactSet as of October 17, 2023. Note: Dollars in billions. (1) All cash, minority “squeeze out” transactions with U.S. targets and over $100mm in equity consideration over the last ~10 years with offers from only single acquiror. Excludes transactions in real-estate, energy, financial institutions and oil and gas industries (n=13). (2) Reflects unaffected date of first bid. (3) Reflects 30 trading days. (4) Reflects unaffected date of transaction announcement. 11 (5) On June 24, 2013, Crown Media filed an amendment to its Schedule 13D disclosing it was evaluating a “short-form merger to eliminate the minority stockholders”. Final price reflects 151% premium to share price on June 24, 2013. Privileged & Confidential | Prepared at the Request of Counsel


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-Preliminary Working Draft—As presented to the Special Committee on October 23, 2023 Timing in Selected Precedent Minority “Squeeze Out” Transactions Timing in Selected Precedent Minority “Squeeze Out” Transactions(1) Days Between # of Initial & Initial Bid Signing Initial Bid Date Target Acquiror Bids Final Bid & Signing & Closing & Closing Aug-23 SciPlay Light & Wonder 5 78 82 n.a. n.a. Dec-22 Weber BDT Capital 5 36 48 72 120 Jun-22 Convey Health TPG Capital 3 42 47 109 156 Nov-20 Urovant Sciences Sumitovant Bio 5 4 6 137 143 Aug-20 Akcea Thera. Ionis Pharma 4 9 11 43 54 Aug-20 Hudson Dufry AG 3 40 44 103 147 Feb-20 AVX KYOCERA 4 62 86 38 124 Jun-18 Foundation Medicine Roche 4 3 3 43 46 Nov-16 Synutra Investor Group 2 239 308 180 488 Sep-16 Federal-Mogul Icahn 4 309 191 139 330 Mar-16 Crown Media Hallmark 1 – 54 – 54 Sep-13 Cornerstone Thera. Chiesi Farmaceutici 5 205 209 141 350 Mar-13 Sauer-Danfoss Danfoss 5 85 93 42 135 25th Percentile 3 9 44 43 104 Median 4 42 54 88 139 75th Percentile 5 85 93 138 200 Source: Company filings and FactSet as of October 17, 2023. 12 (1) All cash, minority “squeeze out” transactions with U.S. targets and over $100mm in equity consideration over the last ~10 years with offers from only single acquiror. Excludes transactions in real-estate, energy, financial institutions and oil and gas industries (n=13). Privileged & Confidential | Prepared at the Request of Counsel

Exhibit (c)(5)

 

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- Preliminary Working Draft— Project Apex Presentation to the Special Committee February 2, 2024 Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Atlas (“Atlas” or the “Company”) in connection with its evaluation of a proposed transaction and forno other purpose. The information contained herein is based upon information supplied by or on behalf of Atlas and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Atlas. Centerview has relied upon the accuracy and completeness of the foregoing information, and has notassumed any responsibility for any independentverification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Atlas or any other entity, or concerning the solvency or fair value of Atlas or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managementof Atlasas to the future financial performance of Atlas, and atyour direction Centerview has relied upon such forecasts, as provided by Atlas’ management, with respect to Atlas. Centerview assumes no responsibility for and expresses no viewas to such forecasts or the assumptions on which they are based. The information setforth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerviewassumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from anyparticularportion of the analysis described above shouldnot be taken to be Centerview’s viewof the actual value of Atlas. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Atlas (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Atlas or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not representa fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentationprovided by Centerview. 1 Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Executive Summary ? On January 26th, Teton submitted a Proposal (the “Proposal”) to acquire for cash all common shares that it does not currently own (~42mm)(1) for $9.00 per share – Proposal represented a ~22% premium to the closing price as of January 26th, 2024 (close prior to Proposal) and a ~33% premium to the 90-Day VWAP(2) ? Today’s meeting will review: A– Terms of the Proposal B– Update on current market dynamics C– Preliminary perspectives on value D – Timing and next steps Source: FactSet as of January 31, 2024. 2 (1) Includes impact of options exercise at $9 per share and RSUs. Privileged & Confidential | Prepared at the Request of Counsel (2) Reflects 90-Day VWAP as of January 31, 2024.


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- Preliminary Working Draft— Topics For Today’s Discussion Overview of Teton’s 1/26 Proposal B Market Update Preliminary Perspectives on Value Perspectives on Timing and Next Steps 3 Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— A Overview Of Teton’s 1/26/24 Proposal and Sources & Uses Provided ? Proposal to acquire all outstanding common shares not owned by Teton ? Purchase price of $9.00 per share in cash – Represents a ~22% premium to the closing price as of January 26th, 2024 (closing price Headline prior to the Proposal) Price – Implied equity value of ~$1.3bn (1) – Implied enterprise value of ~$2.3bn (1) – Represents ~8.5x ‘24E EBITDA(2) ? No financing contingency (equity backstop) as confirmed orally with Teton Sources (3) Uses (3) Rollover Current Net Debt $1,080 Rollover Current Net Debt $1,080 Revolver 175 Purchase of Equity 1,259 AR Securitization Facility 140 Fees & Expenses 45 New Investor Equity 81 Rollover Equity 908 Teton & Co-Investors 866 FSAC Sponsor 18 Unvested Management Equity 24 Total Sources $2,383 Total Uses $2,383 Source: Public filings and Teton Proposal as of January 26, 2024. Note: Debt, non-controlling interest and cash as of December 31, 2023. Diluted shares outstanding as of December 31, 2023. (1) Includes impact of option exercise at $9 / share and RSUs. 4 (2) Multiples based on consensus estimates. Privileged & Confidential | Prepared at the Request of Counsel (3) Sources & Uses per Teton’s 1/26 Proposal.


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- Preliminary Working Draft— B Market Update Atlas Outlook: Today Vs. November 2023  Project Apex Current (11/3/23)(1) (1/31/24) â^† Atlas $6.01 $7.09 +18% Share Price Atlas Median $10.50 $9.00 (14%) Broker PT S&P 500 $4,358 $4,846 +11% BB U.S. High Yield 7.44% 6.19% (125bps) Index Yield 20-Year U.S. 4.93% 4.34% (59bps) Treasury Rate Peer Median 8.5x 8.6x +0.1x EV / NTM EBITDA ’24-28E ’24-28E ’24-28E ‘24E ‘25E CAGR ‘24E ‘25E CAGR ‘24E ‘25E CAGR Cons. Revenue $1.2bn $1.3bn $1.2bn $1.3bn ($7mm) ($15mm) – – – % Growth 6% 6% 5% 6% (109bps) (68bps) Cons. Adj. EBITDA $276mm $301mm – $274mm $287mm – ($1mm) ($14mm) –% Growth 5% 9% 4% 5% (53bps) (456bps)  Mgmt. Revenue $1.2bn $1.3bn $1.2bn $1.3bn ($6mm) ($5mm) 6% 6% +6bps % Growth 3% 5% 3% 5% +0bps +8bps  Mgmt. Adj. EBITDA $273mm $298mm $269mm $293mm ($4mm) ($5mm) 8% 9% +9bps % Growth 1% 9% 1% 9% (42bps) +11bps  5 Source: Atlas Management Plan shared on January 31,2024, Wall Street research and FactSet as of January 31, 2024. Privileged & Confidential | Prepared at the Request of Counsel (1) Reflects Atlas closing price as of November 3, 2023 (close prior to end of negotiations).


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- Preliminary Working Draft— B Market Update Macro Indicators Mixed Amid Complex Economic Backdrop U.S. 20-Year Treasury Yield M&A Volume ($tn) IPO Volume ($bn) 6.0% Down (60)bps since Project Apex (1) $2.6 $460 5.0% 4.3% 4.0% $1.8 $1.6 $271 3.0% $1.4 3.0% $1.3 $208 $184 2.0% $123 1.0% 0.0% Jan-19 Jan-20 Jan-21 Jan-22 Jan-23 Jan-24 2019 2020 2021 2022 2023 2019 2020 2021 2022 2023 U.S. Inflation Rate ’24E Real GDP Growth by Geography (YoY Change in CPI) 5.0% 4.7% 8.7% 8.0% 8.3% 7.1% Economic Forecast 5.8% 4.0% 3.5% 3.3% 1.4% 2.9% 2.8% 1.3% 1.3% 2.5% 2.5% 2.3% 2.3% 0.6% United States Eurozone China Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2022 2023 2024 2025 Current Outlook 1 Year Ago Outlook 6 Source: Bloomberg, FactSet, World Bank, Federal Reserve Economic Data, and Wall street research as of January 2024. (1) As of November 3, 2023 (prior to end of negotiations). Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— C Atlas’ Share Price Performance Share Price PerformanceSince IPO $30 Atlas S&P 500 (1) Since Project Apex (11/3/23) (2) High Share Price $8.41 D Low Share Price 5.98 $25 52 Week High (02/23/23): $19.68 Average Share Price 7.53 C $20 B G E F J K L +16% $15 H I $14.00 A $10 (49%) (57%) (vs. IPO price) (vs. Day 1 close) $7.09 M N $5 52 Week Low (10/25/23): $5.14 – Apr-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 Oct-22 Jan-23 Apr-23 Jul-23 Oct-23 Jan-24 Public Market Events A ? 23-Apr-21: Pricing of IPO at $14.00 per F ? 10-May-22: Reported Q1 ’22 Earnings L ? 8-Aug-23: Reported Q2 ’23 Earnings; share (closed day 1 at $16.40) Reduced 2023E Adj. EBITDA guidance G ? 9-Aug-22: Reported Q2 ’22 Earnings range from $295-305mm to $260-270mm B ? 12-Aug-21: Reported Q2 ’21 Earnings H ? 10-Nov-22: Reported Q3 ’22 Earnings M ? 2-Oct-23: Tom Leonard returns as CEO C ? 14-Sep-21: Sizewise Rentals acq. announced following departure of Tom Boehning I ? 9-Jan-23: Tom Boehning announced CEO D ? 9-Nov-21: Reported Q3 ’21 Earnings ? 7-Mar-23: Reported Q4 ’22 Earnings N ? 7-Nov-23: Reported Q3 ’23 Earnings; J Reaffirmed 2023E guidance E ? 8-Mar-22: Reported Q4 ’21 Earnings K ? 9-May-23: Reported Q1 ’23 Earnings Source: Company filings and Factset as of January 31, 2024. Earnings Other Corp. Event 7 (1) S&P 500 indexed to Atlas share price of $14.00 as of IPO on April 23, 2021. (2) Reflects Atlas closing price as of November 3, 2023 (close prior to end of negotiations). Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— C Atlas Wall Street Consensus Beat / (Miss) History In November 2023, during Q3 earnings, Atlas reaffirmed its 2023 outlook for both Revenue and Adj. EBITDA Revenue Adjusted EBITDA Latest quarter $300 per Management $290 $294 $282 $291 $292 $292 $262 $274 $271 $235 $251 Latest quarter per Management Quarterly $86 $82 $85 $89 $78 $71 $72 $70 $66 $66 $62 $67 Results % Beat / (Miss) vs. Wall Street Consensus Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 FY’21 FY’22 FY’23 FY’21 FY’22 FY’23 +1% +4% +9% +8% +0% (5%) (0%) +2% +4% +2% +4% +0%(1) +3% +18% +37% +40% +14% (5%) +1% +3% (1%) (8%) +5% +5% (1) 2021 Guidance 2022 Guidance 2023 Guidance 2021 Guidance 2022 Guidance 2023 Guidance Actual: $1,039mm Actual: $1,121mm Actual: $331mm Actual: $297mm $1,190 $1,190 $1,190 $1,190 $1,190 $1,190$ 1,190 See next page for $1,120 detailed bridge $310 $315 $315 $315 Full-Year $1,020 $1,160 $1,160 $1,160 $1,160 $1,160 $1,160$ 1,160 $300 $305 $305 $975 $980 $290 $1,110 Consensus: $285 Guidance $1,010 $300 $305 $305 $305 $270 $270 $965 $1,176 $295 $295 $950 $290 Evolution $275 $280 $260 $260 Consensus: $263 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 FY’21 FY’22 FY’23 FY’21 FY’22 FY’23 1-Day Share Price Reaction Reported Adj. EBITDA Margin +3% (8%) (3%) +0% (1%) (7%) (3%) (7%) (3%) (28%) +13% 37% 31% 31% 29% 30% 25% 25% 25% 24% 23% 21% Source: Company filings, Wall Street research and Factset as of January 31, 2024. 8 Note: U.S. Dollars in millions. (1) Reflect % beat / (miss) vs. Q4’23 Wall Street consensus estimates as of January 31, 2024. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— C Atlas Management Plan Adjusted EBITDA Bridge (’22A –’23A) ’22A –’23A Adjusted EBITDA Bridge Commentary +$14 ($47) Consensus: $297 $263 “We are taking a more conservative view on the balance of +$16 ($12) the year for our earnings. This decline will also be $267 reflected in our adjusted EBITDA margins, which we expect to remain at lower relative levels as a result of the more muted profitability from the current mix. […] As our mix evolves and we start to see the benefits from the larger contracts materialize and peak need rental stabilizing at more normalized post-COVID levels, we expect our longer-term margins will stabilize, but will likely remain below our historical levels” Jim Pekarek, Chief Financial Officer (8/8/2023) “The company projects LT margins to eventually (1) stabilize, but warns that they will not reach pre- ‘22A Revenue Gross Operating Other ‘23A Adjusted Growth Margin Leverage Adjusted COVID levels. Mgmt also pointed out a re-baselining of EBITDA EBITDA the utilization of their peak need rental equipment fleet, Adjusted EBITDA Margin Impact and as of post-2023 flu season, placements have been 26.5% (403bps) +133bps (103bps) 22.7% underwhelming compared to the previous year” (9/25/2023) Adj. EBITDA Margins ’20A: 30.3% ’21A: 31.8% Source: Company filings, Wall Street research and Atlas Management Plan shared on January 31, 2024. 9 Note: Dollars in millions. Privileged & Confidential | Prepared at the Request of Counsel (1) Reflects impact from change in depreciation & amortization, non-cash share-based compensation and other.


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- Preliminary Working Draft— C Atlas Wall Street Consensus Estimates Over Time Revenue ($bn) Adj. EBITDA ($mm) Adj. EBITDA Margin (%) $2.00 $500 40% Change from initial estimate to Change from initial estimate to Change from initial estimate to actual / current consensus estimate actual / current consensus estimate actual / current consensus estimate 2022 +$0.08 2022 +$17 2022 (33bps) 2023 +$0.03 2023 ($43) 2023 (423bps) $1.70 2024 ($0.16) $425 2024 ($96) 2024 (433bps) 35% 2025 ($0.03) 2025 ($55) 2025 (372bps) 32% $370 $1.40 $1.39 $350 $342 30% $1.33 $1.30 $331 $1.23 $306 27% 26%  $1.18 27% $1.15 $287 27% $280 26% $1.12 $297 $274 $1.10 $275 25% $1.04 $1.04 $263 22% 22% 22% $0.80 $200 20% May-21 Jan-22 Sep-22 May-23 Jan-24 May-21 Jan-22 Sep-22 May-23 Jan-24 May-21 Jan-22 Sep-22 May-23 Jan-24 2021 Actual 2022 Actual 2022 2023E 2024E 2025E 10 Source: FactSet as of January 31, 2024. Privileged & Confidential | Prepared at the Request of Counsel Note: Estimates first available as of May 14, 2021.


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- Preliminary Working Draft— C Analyst Reaction to Q3 Earnings Announcement Positive share price reaction; however, broker sentiment remains mixed Positive Share Price Reaction Analyst Sentiment (Since Atlas’ Q3 Earnings Release) $10 Atlas S&P 500 (1) “We believe the current valuation does not give Atlas credit for the potential growth the company could capture in the healthcare market” $7.09 $8 (Jan. 2024) +16.0% $6.11 +10.7% $6 “We walked away pleased to hear mgmt.’s new focus on shifting the Atlas S&P 500 business away from an over-reliance on PNR and building a more 1-Day +12.9% +0.1% diversified business mix” 5-Day +28.2% +2.7% (Nov. 2023) $4 Nov-23 Dec-23 Jan-24 “2023 was heavily impacted by the reduced HHS contract renewal and Broker Estimate Changes (2) new contract margin drag. We foresee improving optics as costs dissipate in 2024.” Pre-Earnings Post Earnings (Nov. 2023) $10.50 $8.00 $1.32 $1.30 “All in all, we remain on the sidelines given bleak fundamental outlook $1.18 $1.24 $1.23 $1.17 and several overhangs – plus a lack of near-term catalysts – that make any sort of near-term re-rating improbable” FY’23E FY’24E FY’25E (Nov. 2023) $301 $276 $287 $263 $263 $272 “We are maintaining our adj EBITDA estimates […] given our higher confidence in the estimates. However, we maintain our Underperform FY’23E FY’24E FY’25E rating as we have low visibility into when core growth will reaccelerate.” (Nov. 2023) e: Wall Street research and Factset as of January 31, 2024. U.S. Dollars in millions. Consensus reflects median of available estimates. S&P 500 indexed to Atlas share price as of November 7, 2023. 11 Pre-earnings estimates reflect median consensus figures as of November 6, 2023. Post-Earnings estimates reflect median consensus figures as of November 21, 2023 (10-trading days post earnings). Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— C Atlas Management Plan Assumptions ? Atlas Management created the Atlas Management Plan (’24E –’28E estimates) as part of its regular way monthly forecasting cycle ? The Atlas Management Plan was developed and informed by input from various functional areas Preparation ? Atlas Management Plan excludes impact from future M&A, reflecting an organic growth outlook ? Atlas Management Plan is materially unchanged vs. version reviewed by the Special Committee in October / November 2023 ? Growth outlook reflects internal realignment to focus on better managing existing customer base and existing growth prospects ? Revenue outlook forecasted by business segment and expectations for growth within each: – Equipment Solutions growth driven by overall market growth and expected share gains in the rental market, with peak need remaining strong following utilization re-baselining post COVID • Long-term expectation of mid-single digit growth Revenues – Clinical Engineering growth driven by supplemental offerings within current customer base and from new logos • Long-term expectation of mid-to-high single digit growth – On-Site Managed Services is undergoing internal realignment and is expected to contribute negative growth in the near-term; drag partially driven by expected mix shift within the HHS contract towards clinical engineering (~$7-10mm) • Segment expected to return to low-to-mid single digit growth in 2025 and mid single digit growth thereafter ? Margin improvement driven by realignment of business mix and focus on areas that can leverage and improve the account management function ? COGS as a percentage of sales increased in 2023 driven primarily by lower mix of peak need rental placements, higher cost to Cost onboard new business and factors related to the HHS agreement Structure – Improvement in outer years forecasted as 2023 headwinds dissipate / normalize ? SG&A forecasted at WholeCo level (i.e., not by business segment) and assumes operating leverage given limited additional resources required to service revenue growth ? Change in net working capital forecasted to grow in line with sales; 2023/2024 trends driven by performance compensation Cash Flow and employee bonus impact Items ? Depreciation and amortization based on Management schedule and related to customer contracts ? Normalized management tax rate of ~29% (State and Local) going forward 12 Source: Atlas Management Plan shared on January 31, 2024. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— C Atlas Management Plan As provided by Atlas Management on January 31, 2024 Atlas Management Plan Fiscal Year Ending December 31, CAGR 2023A 2024E 2025E 2026E 2027E 2028E ‘24E-‘28E Equipment Solutions $460 $483 $513 $547 $583 $621 6.5% Clinical Engineering 459 482 511 547 585 626 6.8% On-Site Managed Services 256 244 251 264 277 291 4.5% Total Revenue $1,175 $1,209 $1,275 $1,357 $1,445 $1,538 6.2% % YoY Growth 4.8% 2.9% 5.5% 6.4% 6.5% 6.4% Cost of Sales (770) (773) (811) (863) (918) (978) 6.1% % of Sales (65.6%) (63.9%) (63.6%) (63.6%) (63.5%) (63.6%) Sales, General & Administrative Expenses (340) (347) (351) (354) (358) (360) 1.0% % of Sales (28.9%) (28.7%) (27.5%) (26.1%) (24.8%) (23.4%) Operating Income $64 $89 $114 $140 $169 $200 22.4% (+): Depreciation & Amortization 169 155 156 153 150 147 (+): Share-Based Compensation 20 22 21 22 23 24 (+): Management and Other 13 3 3 3 3 3 Adjusted EBITDA $267 $269 $293 $318 $345 $373 8.6% % Margin 22.7% 22.2% 23.0% 23.4% 23.9% 24.3% Memo: Select Cash Flow Items Change in NWC & Other (16) (11) (20) (22) (23) (25) Capital Expenditures (82) (90) (101) (108) (111) (116) 13 Source: Company filings and Atlas Management Plan shared on January 31, 2024. Privileged & Confidential | Prepared at the Request of Counsel Note: Dollars in millions.


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- Preliminary Working Draft— C Comparison of Atlas Management Plans (Nov-23 vs. Jan-24) Annual Financial Forecast Comparison ($ in Millions) FY’24-28E CAGR $1,542 $1,538 $1,450 $1,445 $1,362 $1,357 +6bps $1,215 $1,280 $1,275 $1,180 $1,175 $1,209 6.1% 6.2% Revenue (%â^†) FY’23(E/A) FY’24E FY’25E FY’26E FY’27E FY’28E (0.5%) (0.5%) (0.4%) (0.4%) (0.3%) (0.3%) Nov-23 Jan-24 +9bps 8.5% 8.6% $378 $373 $349 $345 $323 $318 $298 $293 $270 $267 $273 $269 Adjusted EBITDA (%â^†) FY’23(E/A) FY’24E FY’25E FY’26E FY’27E FY’28E (1.2%) (1.6%) (1.5%) (1.5%) (1.4%) (1.3%) Nov-23 Jan-24 November 3, 2023 Atlas Management Plan January 31, 2024 Atlas Management Plan 14 Source: Atlas Management Plans as of November 3, 2023 and January 31, 2024. Privileged & Confidential | Prepared at the Request of Counsel Note: Dollars in millions.


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- Preliminary Working Draft— C Atlas Management Plan vs. Wall Street Consensus Through 2025 Comparison of Wall Street Consensus estimates vs. Atlas Management Plan; limited consensus estimates post-’25E Atlas Management Plan vs. Wall Street Consensus Estimates Revenue Adjusted EBITDA High Estimate Median Estimate Low Estimate Atlas Management Plan Guidance $260—$270 Guidance $1,160—$1,190 $298 $1,313 $279 $266 $1,237 $1,179 $1,281 $219 $1,220 $232 $231 $1,300 $287 $293 $1,168 $1,230 $1,275 $263 $267 $274 $269 $1,209 $1,176 $1,175 FY23E/A FY24E FY25E FY23E/A FY24E FY25E Revenue Growth(1) Adj. EBITDA Margin(1) 4.9% / 4.8% 4.6% / 2.9% 5.7% / 5.5% 22.4% / 22.7% 22.3% / 22.2% 22.0% / 23.0% Atlas Management Plan vs. Median Consensus Estimate Atlas Management Plan vs. Median Consensus Estimate ($1) / (0.1%) ($21) / (1.7%) ($25) / (0.3%) +$4 / +0.3% ($5) / (0.0%) +$7 / +0.9% 15 Source: Company filings, Atlas Management Plan shared on January 31, 2024, Wall Street research and FactSet as of January 31, 2024. Privileged & Confidential | Prepared at the Request of Counsel (1) Reflects broker medians based on available broker research / management figures.


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- Preliminary Working Draft— C Atlas Illustrative Future Share Price Analysis Reflects Atlas Management Plan shared January 31, 2024 Future Share Price (Nominal) Future Share Price (PresentValue) ~7.6x NTM Adj. EBITDA (Current Atlas Management Plan Multiple) 8.5x NTM Adj. EBITDA (~+0.9x vs. Current Atlas Management Plan Multiple) 10.0x NTM Adj. EBITDA (~+2.4x vs. Current Atlas Management Plan Multiple) CAGR $25 $25 Discounted at cost of equity of 12.3% At 10.0x $20 +30% $20 $18 $20 At 8.5x $16 $15 +23% $15 $14 $13 At ~7.6x $15 $12 $12 $13 $12 +19% $12 $10 $14 $10 $10 $9 $10 $10 $12 $10 $7 $10 $7 $8 $8 $9 $8 $8 $5 $5 – – Current YE’24 YE’25 YE’26 YE’27 Current YE’24 YE’25 YE’26 YE’27 Memo: Memo: NTM Adj. EBITDA $293 $318 $345 $373 NTM Adj. EBITDA $293 $318 $345 $373 Net Debt ($bn) $1.1 $1.0 $1.0 $0.9 Net Debt ($bn) $1.1 $1.0 $1.0 $0.9 Source: Atlas Management Plan shared on January 31, 2024. Note: Dollars in billions. Reflects valuation as of January 31, 2024. Analysis assumes latest share count, RSUs and options 16 held constant in projection period as of December 31, 2023. Debt, cash and non-controlling interest based on year- Privileged & Confidential | Prepared at the Request of Counsel end balance per Atlas Management Plan.


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- Preliminary Working Draft— C Atlas Illustrative Future Share Price Sensitivity Reflects Atlas Management Plan shared January 31, 2024 YE 2024 Future Share Price (Nominal) YE 2024 Future Share Price (Present Value) Management Plan + /—% Management Plan + /—% EV / NTM Adj. EBITDA (10.0%) – +10.0% EV / NTM Adj. EBITDA (10.0%) – +10.0% 7.6x $7 $8 $10 7.6x $6 $8 $9 8.5x 8 10 12 8.5x 8 9 11 10.0x 11 13 15 10.0x 10 12 14 NTM Adj. EBITDA ($mm) $264 $293 $323 YE 2025 Future Share Price (Nominal) YE 2025 Future Share Price (Present Value) Management Plan + /—% Management Plan + /—% EV / NTM Adj. EBITDA (10.0%) – +10.0% EV / NTM Adj. EBITDA (10.0%) – +10.0% 7.6x $8 $10 $12 7.6x $7 $8 $9 8.5x 10 12 14 8.5x 8 10 11 10.0x 13 15 18 10.0x 10 12 14 NTM Adj. EBITDA ($mm) $286 $318 $350 Source: Atlas Management Plan shared on January 31, 2024. Note: Dollars in millions, except per share amounts. Reflects valuation as of January 31, 2024. Analysis assumes latest share 17 count, RSUs and options held constant in projection period as of December 31, 2023. Debt, cash and non-controlling Privileged & Confidential | Prepared at the Request of Counsel interest based on year-end balance per Atlas Management Plan.


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- Preliminary Working Draft— C Valuation – Based on Management Forecast Valuation Methodology Implied Share Price Current Share Price: $7.09 1/26 Teton Offer: $9.00 Selected EV / 2024E EBITDA: 7.5x—10.0x Trading $6.70 $11.45 Management 2024E EBITDA: $269 Statistics Discounted Cash WACC: 10.00%—11.25% $8.50 $13.70 Flow Analysis Exit NTM Multiple: 7.5x—10.0x Wall Street High: Craig-Hallum Analyst $6.25 $23.00 Reference Low: Bank of America Price Targets For  52-Week Trading 52 Week Closing Price Range Range (Low—High) $5.15 $19.70 $0 $5 $10 $15 $20 $25 18 Source: Company filings, Atlas Management Plan and FactSet as of January 31, 2024. Privileged & Confidential | Prepared at the Request of Counsel Note: Share prices rounded to the nearest $0.05.


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- Preliminary Working Draft— C Atlas Analysis At Various Prices Teton’s 1/26 (2) Teton Current 11/3/23 Proposal Proposal Share Price $7.09 $9.00 $9.50 $10.00 $10.50 $11.00 $6.01 $10.00 Implied Premium to Current 27% 34% 41% 48% 55% 66% % Premium / (Discount) to: 30-Day VWAP $7.53 +20% +26% +33% +39% +46% $5.68 +76% 60-Day VWAP 7.45 +21% +27% +34% +41% +48% 7.78 +28% 90-Day VWAP 6.76 +33% +41% +48% +55% +63% 9.01 +11% (1) 52-Week High (02/23/23) 19.68 (54%) (52%) (49%) (47%) (44%) 19.72 (49%) 52-Week Low (10/25/23) (1) 5.14 +75% +85% +95% +104% +114% 5.14 +95% Fully Diluted Shares Outstanding 139.8 140.3 140.4 140.5 140.6 140.7 139.2 140.4 Implied Equity Value $991 $1,262 $1,334 $1,405 $1,476 $1,548 $837 $1,404 Plus: Debt & NCI 1,100 1,100 Less: Cash (20) (30) Implied Enterprise Value ($mm) $2,071 $2,342 $2,413 $2,485 $2,556 $2,627 $1,906 $2,474 Wall Street Wall Street Implied EV / Adj. EBITDA Consensus ($mm) Consensus ($mm) NTM $275 7.5x 8.5x 8.8x 9.0x 9.3x 9.5x $274 7.0x 9.0x 2024E 274 7.6x 8.5x 8.8x 9.1x 9.3x 9.6x 276 6.9x 9.0x 2024E (ex-SBC) 252 8.2x 9.3x 9.6x 9.9x 10.1x 10.4x 253 7.5x 9.8x Implied EV / Adj. EBITDA Atlas Mgmt. Plan ($mm) Atlas Mgmt. Plan ($mm) NTM $271 7.6x 8.6x 8.9x 9.2x 9.4x 9.7x $273 7.0x 9.1x 2024E 269 7.7x 8.7x 9.0x 9.2x 9.5x 9.8x 273 7.0x 9.0x 2024E (ex-SBC) 247 8.4x 9.5x 9.8x 10.0x 10.3x 10.6x 252 7.6x 9.8x Source: Company filings, Atlas Management Plan, Wall Street research, Bloomberg and FactSet as of January 31, 2024. Note: Dollars in millions, except per share figures. Consensus figures reflect median of Wall Street research. Debt, non-controlling interest and cash as of 19 December 31, 2023. Diluted shares outstanding as of December 31, 2023. (1) 52-week high and low based on highest closing price and lowest closing price. (2) Reflects Atlas closing price as of November 3, 2023 (close prior to end of negotiations). Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— C Selected Public Companies Analysis Current vs. Market Enterprise ‘23E-‘25E CAGR ‘24E EBITDA ‘24E FCF EV / EBITDA Company 52-Wk High 52-Wk Low Cap Value Revenue EBITDA Margin Margin (1) NTM 2024E (6%) +24% $21.7 $25.0 7% 9% 29% 22% 15.0x 15.0x (23%) +18% 4.2 6.3 6% 8% 51% 37% 11.3x 11.4x (14%) +23% 4.5 5.8 2% 11% 18% 13% 11.4x 11.5x (36%) +14% 2.7 2.4 0% (8%) 32% 25% 5.4x 5.7x (44%) +12% 0.8 1.3 3% 3% 10% 9% 6.0x 6.0x (40%) +5% 0.7 0.6 3% 3% 6% 6% 6.0x 6.0x Peer Median (30%) +16% $3.5 $4.1 3% 6% 24% 18% 8.6x 8.7x Peer Average (27%) +16% $5.8 $6.9 4% 4% 24% 19% 9.2x 9.3x Atlas Wall Street (64%) +38% $1.0 $2.1 5% 4% 22% 15% 7.5x 7.6x Consensus Atlas (64%) +38% $1.0 $2.1 4% 5% 22% 15% 7.6x 7.7x Management Plan Source: Company filings, Atlas Management Plan, Wall Street research and FactSet as of January 31, 2024. 20 Note: EBITDA unburdened by stock-based compensation. Estimates reflect calendar year ending December 31. (1) Reflects Adj. EBITDA less capex divided by revenue. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— C Discounted Cash Flow Analysis Reflects Atlas Management Plan Fiscal Year Ending December 31, Terminal ‘24E-‘28E 2024E 2025E 2026E 2027E 2028E Year CAGR Revenue $1,209 $1,275 $1,357 $1,445 $1,538 $1,637 6% % Growth 3% 5% 6% 6% 6% Adj. EBITDA $269 $293 $318 $345 $373 $405 9% (Less): D&A (155) (156) (153) (150) (147) (Less): SBC (22) (21) (22) (23) (24) (Less): Management & Other (3) (3) (3) (3) (3) EBIT $89 $114 $140 $169 $200 (Less): Taxes (1) (26) (33) (41) (49) (58) NOPAT $63 $81 $100 $120 $142 Add: D&A 155 156 153 150 147 (Less): CapEx (90) (101) (108) (111) (116) (Less): â^† NWC & Other (11) (20) (22) (23) (25) UFCF $117 $116 $123 $136 $148 % Growth 2% (1%) 6% 10% 9% Implied Enterprise Value ($bn) Implied Share Price Implied PGR NTM EBITDA Terminal Multiple NTM EBITDA Terminal Multiple NTM EBITDA Terminal Multiple WACC 7.50x 8.75x 10.00x 7.50x 8.75x 10.00x 7.50x 8.75x 10.00x 10.00% $2.4 $2.7 $3.0 $9.30 $11.50 $13.70 4.9% 5.6% 6.1% 10.63% 2.3 2.6 2.9 8.90 11.05 13.15 5.4% 6.2% 6.7% 11.25% 2.3 2.6 2.9 8.50 10.55 12.65 6.0% 6.7% 7.3% Excludes Present Value of Tax Attributes of ~$0.02 (2) per share Source: Company filings and Atlas Management Plan shared on January 31, 2024. Note: Analysis assumes Atlas valuation, debt, non-controlling interest and cash as of December 31, 2023. Diluted shares outstanding as of December 31, 2023. 21 Dollars in millions, except for per share amounts. Share prices rounded to nearest $0.05. See appendix for tax impact analysis / treatment. (1) Tax rate of 29% per Atlas Management. (2) Atlas’ tax receivable agreement analyzed separately. Discount rate used to value tax attributes is equal to pre-tax cost of debt. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— C Illustrative WACC Analysis Selected Public Companies Illustrative WACC Analysis Beta Market Debt Debt / Risk-Free Rate(3) 4.3% (2) Unlevered Beta(4) 0.79 Company Levered(1) Unlevered Cap ($bn) ($bn) Equity Debt / Equity(5) 22.7% STERIS 1.07 0.95 $21.7 $3.5 15.9% (6) Levered Beta 0.92 Stericycle 1.02 0.83 4.5 1.3 29.4% Historical Risk Premium(7) 7.2% Sotera 1.71 1.19 4.2 2.3 55.3% (8) Size Premium 1.4% Premier 0.72 0.68 2.7 0.2 6.8% Cost of Equity 12.3% Pediatrix 0.86 0.52 0.8 0.6 80.9% (9) Pre-Tax Cost of Debt 6.2% HCSG 0.79 0.75 0.7 0.0 6.3% Tax Rate(10) 29.0% After-Tax Cost of Debt 4.4% Median 0.94 0.79 $3.5 $1.0 22.7% WACC(11) 10.8% Average 1.03 0.82 5.8 1.3 32.4% Debt / Total Capitalization 18.5% Atlas 0.98 0.55 $1.0 $1.1 111.0% Equity / Total Capitalization 81.5% Illustrative WACC Sensitivity Analysis Debt / Debt / Unlevered Beta Cap Equity 0.70 0.75 0.80 0.85 16.7% 20.0% 10.3% 10.6% 10.9% 11.3% 23.1% 30.0% 10.1% 10.4% 10.8% 11.1% 28.6% 40.0% 9.9% 10.3% 10.6% 10.9% Source: Bloomberg, Duff & Phelps, Public filings and FactSet as of January 31, 2024. Note: Ordered by market cap. (1) Represents 2 year weekly historical adjusted beta vs. local market index. (2) Unlevered Beta = Levered Beta / (1+(1 – Tax Rate) * (Debt / Equity)). (3) Reflects current U.S. 20-year treasury rate. (4) Reflects median of unlevered betas of comparable group. (5) Reflects median debt / equity of comparable group. (6) Reflects levering of the median unlevered beta of the peers at target debt / equity. Levered Beta = (Unlevered Beta) * (1+(1 – Tax Rate) * (Debt / Equity)). (7) Long-horizon expected equity risk premium per Duff & Phelps 2022 Yearbook. (8) Based on historical size premium for companies between $789mm – 22 $1,389mmmarket capitalizations per Duff & Phelps 2022 Yearbook. (9) Assumes illustrative cost of debt based on current ICE BofA BB US High Yield Index Effective Yield. (10) Assumes Company long-term tax rate. (11) WACC equals ((Debt / Capitalization * (Cost of Debt * (1 – Tax Rate))) + (Equity / Capitalization * Levered Cost of Equity)). Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— D Potential Next Steps For Project Apex ? Align with Special Committee on response and next steps ? Set up meeting with Teton to discuss Special Committee’s feedback ? Update Special Committee based on initial discussion with Teton ? Continually update Special Committee as discussions progress 23 Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Appendix Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Atlas Trading Multiples Over Time EV / NTM Wall Street Consensus Adjusted EBITDA Multiple Since IPO(1) Average EV / Adjusted NTM EBITDA Multiple 20.0x Since Q2’23 L6M L1Y L2Y Since IPO Atlas 7.6x 7.8x 9.5x 10.4x 10.8x 18.0x Peer Median 8.9x 9.0x 10.0x 11.0x 11.4x S&P 500 13.0x 13.0x 12.9x 12.5x 12.8x 16.0x 15.9x 14.0x 14.6x  13.7x 12.0x 10.5x 10.0x 8.6x 8.0x 7.5x 6.0x 4.0x 2.0x 0.0x May-21 Aug-21 Nov-21 Mar-22 Jun-22 Sep-22 Dec-22 Mar-23 Jun-23 Oct-23 Jan-24 Atlas Peer Median(2) S&P 500 Source: FactSet as of January 31, 2024. Note: Estimates first available as of May 14, 2021. 25 (1) Analysis based on FactSet estimates only as of January 31, 2024. Privileged & Confidential | Prepared at the Request of Counsel (2) Peers include Steris, Sotera Health, Stericycle, Premier, Pediatrix Medical Group, and Healthcare Services Group.


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- Preliminary Working Draft— Illustrative Tax Impact Analysis ? TRA related to historical net operating losses (“NOLs”) was established in connection with sale to Teton in 2019 ? As part of the TRA, Atlas pays out 85% of annual tax savings ? Atlas Management has provided expected TRA outflows in 2024 – 2025 which represent the remainder of the potential tax benefit Net Present Valueof TRA Payments NPV of TRA Payments Sensitivity Benchmark Discount Rate NPV 20-Year US Treasury Rate 4.3% ($14) Cost of Debt (Pre-Tax) 6.2% (14) Atlas WACC 10.8% (14) Fiscal Year Ending December 31, 2024E 2025E 2026E 2027E 2028E Estimated Tax Shield from NOLs $13 $4 -——- % Paid Out 85% 85% 85% 85% 85% TRA Payments ($11) ($4) -——- Discounted Tax Shield (@ Cost of Debt) $13 $4 -——-Discounted TRA Payments (@ Cost of Debt) ($11) ($3) -——- NPV of Tax Shield $16 NPV of TRA Payments ($14) Net Tax Benefit $2 Source: Atlas Management Plan and Factset as of January 31, 2024. 26 Note: Dollars in millions. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Atlas Analyst Price Targets Valuation Broker Report Date Price Target Method Metric 1/4/24 $23.00 DCF DCF (9.5% WACC, 3% PGR) 11/12/23 $10.50 EV / EBITDA 9.5x 2024E EBITDA 12/17/23 $10.00 EV / EBITDA 8x STM EBITDA 12/4/23 $8.00 EV / EBITDA 8x 2024E EBITDA 11/12/23 $7.50 EV / EBITDA Source unavailable 11/8/23 $6.25 EV / EBITDA ~6.9x 2024E EBITDA Median: $9.00 Buy Hold Sell 27 ce: Wall Street research and Bloomberg as of January 31, 2024. Privileged & Confidential | Prepared at the Request of Counsel Note: Raymond James suspended price target post Q2 2023 earnings.


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- Preliminary Working Draft— Illustrative Universe Of Potential Strategic Parties Sorted by enterprisevalue Hospital Outsourcers Distributors OEMs Other $188bn $1.7tn $517bn(2) $53bn $34bn(1) $71bn $137bn $191bn $24bn $22bn $19bn $49bn $42bn $30bn $26bn $30bn Private Private Private $28bn $25bn Source: Wall Street research and Factset as of January 31, 2024. 28 (1) Reflects enterprise value at time of acquisition. Privileged & Confidential | Prepared at the Request of Counsel (2) Reflects WholeCo enterprise value.


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- Preliminary Working Draft— Illustrative Universe Of Financial Sponsor Counterparty Overview General Partners Limited Partners Private Equity Funds Sovereign Wealth Funds Sorted Alphabetically Canadian Pension Funds Sorted Alphabetically 29 Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary Working Draft— Public Float vs. Selected Public Companies Shareholder Ownership Mix 25% 36% 4% 3% 99% 99% 99% 98% 98% Teton and Warburg associates Pincus & GTCR 70% 61% 1% 1% 2% 1% 2% Atlas Sponsor(1) Management and Other Insiders(2) Public Float Source: Public filings and Factset as of January 31, 2024. 30 (1) Reflects sponsor-owned shares divided by fully diluted shares. Privileged & Confidential | Prepared at the Request of Counsel (2) Reflects Board and Executive Officer owned shares per latest proxy filing divided by fully diluted shares.

Exhibit (c)(6)

 

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- Preliminary working draft; subject to review by counsel— Project Apex Presentation to the Special Committee February 18, 2024 Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary working draft; subject to review by counsel— Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Atlas (“Atlas” or the “Company”) in connection with its evaluation of a proposed transaction and forno other purpose. The information contained herein is based upon information supplied by or on behalf of Atlas and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Atlas. Centerview has relied upon the accuracy and completeness of the foregoing information, and has notassumed any responsibility for any independentverification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Atlas or any other entity, or concerning the solvency or fair value of Atlas or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managementof Atlasas to the future financial performance of Atlas, and atyour direction Centerview has relied upon such forecasts, as provided by Atlas’ management, with respect to Atlas. Centerview assumes no responsibility for and expresses no viewas to such forecasts or the assumptions on which they are based. The information setforth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerviewassumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from anyparticularportion of the analysis described above shouldnot be taken to be Centerview’s viewof the actual value of Atlas. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Atlas (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Atlas or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not representa fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentationprovided by Centerview. 1 Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary working draft; subject to review by counsel— Atlas Analysis At Various Prices Teton’s Teton’s Teton’s Teton’s 1/26 2/5 2/8 2/16 Current Proposal Proposal Proposal Proposal Share Price $7.93 $9.00 $9.25 $9.50 $9.75 $10.00 $10.25 $10.50 $10.75 $11.00 Implied Premium to Current 13% 17% 20% 23% 26% 29% 32% 36% 39% +22% premium to +37% premium to +39% premium to Atlas share price Atlas share price Atlas share price % Premium / (Discount) to: on 1/26/24(2) on 2/5/24(3) on 2/7/24(4) 30-Day VWAP $7.29 +23% +27% +30% +34% +37% +41% +44% +47% +51% 60-Day VWAP 7.55 +19% +23% +26% +29% +32% +36% +39% +42% +46% 90-Day VWAP 6.89 +31% +34% +38% +41% +45% +49% +52% +56% +60% 52-Week High (02/23/23) (1) 19.68 (54%) (53%) (52%) (50%) (49%) (48%) (47%) (45%) (44%) 52-Week Low (10/25/23)(1) 5.14 +75% +80% +85% +90% +95% +99% +104% +109% +114% Fully Diluted Shares Outstanding 140.0 140.3 140.3 140.4 140.4 140.5 140.5 140.6 140.6 140.7 Implied Equity Value $1,110 $1,262 $1,298 $1,334 $1,369 $1,405 $1,441 $1,476 $1,512 $1,548 Plus: Debt & NCI 1,100 Less: Cash (20) Implied Enterprise Value ($mm) $2,190 $2,342 $2,378 $2,413 $2,449 $2,485 $2,520 $2,556 $2,592 $2,627 Non-Teton Shares 41.8 42.1 42.1 42.2 42.2 42.3 42.4 42.4 42.4 42.5 Non-Teton Equity Value $331 $379 $390 $401 $412 $423 $434 $445 $456 $467 Wall Street Implied EV / Adj. EBITDA Consensus ($mm) NTM $275 8.0x 8.5x 8.7x 8.8x 8.9x 9.0x 9.2x 9.3x 9.4x 9.6x 2024E 273 8.0x 8.6x 8.7x 8.8x 9.0x 9.1x 9.2x 9.4x 9.5x 9.6x 2024E (ex-SBC) 251 8.7x 9.3x 9.5x 9.6x 9.8x 9.9x 10.0x 10.2x 10.3x 10.5x Implied EV / Adj. EBITDA Atlas Mgmt. Plan ($mm) NTM $272 8.1x 8.6x 8.7x 8.9x 9.0x 9.1x 9.3x 9.4x 9.5x 9.7x 2024E 269 8.1x 8.7x 8.8x 9.0x 9.1x 9.2x 9.4x 9.5x 9.6x 9.8x 2024E (ex-SBC) 247 8.9x 9.5x 9.6x 9.8x 9.9x 10.0x 10.2x 10.3x 10.5x 10.6x Source: Company filings, Atlas Management Plan, Wall Street research, Bloomberg and FactSet as of February 16, 2024. Note: Dollars in millions, except per share figures. Consensus figures reflect median of Wall Street research. Debt, non-controlling interest and cash as of December 31, 2023. Diluted shares outstanding as of December 31, 2023 per Management. Subject to change upon receipt of updated share count from Management. (1) 52-week high and low based on highest closing price and lowest closing price. 2 (2) Reflects Atlas closing price as of January 26, 2024 (date referenced in Teton Initial Proposal). (3) Reflects Atlas closing price as of February 5, 2024 (date referenced in Teton 2/5 Proposal). (4) Reflects Atlas closing price as of February 7, 2024 (date referenced in Teton 2/8 Proposal). Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary working draft; subject to review by counsel— Atlas Outlook: Today vs. February 2, 2024 Meeting â^† Project Apex Prior Meeting Current (Current vs. February 2, (11/3/23)(1) (2/2/24)(2) (2/16/24) 2024 Meeting) Atlas $6.01 $7.09 $7.93 +12% Share Price Atlas Median —$10.50 $9.00 $9.00 Broker PT S&P 500 $4,358 $4,846 $5,006 +3% BB U.S. High Yield 7.44% 6.19% 6.33% +14bps Index Yield 20-Year U.S. 4.93% 4.34% 4.58% +24bps Treasury Rate ‘24E ‘25E ‘24E ‘25E ‘24E ‘25E ‘24E ‘25E Cons. Revenue $1.2bn $1.3bn $1.2bn $1.3bn $1.2bn $1.3bn ($1mm) ($5mm) % Growth 6% 6% 5% 6% 5% 5% (2bps) (32bps) Cons. Adj. EBITDA $276mm $301mm $274mm $287mm $273mm $287mm ($1mm) +$1mm % Growth 5% 9% 4% 5% 4% 5% (58bps) +70bps Mgmt. Revenue $1.2bn $1.3bn $1.2bn $1.3bn $1.2bn $1.3bn -—- % Growth 3% 5% 3% 5% 3% 5% Mgmt. Adj. EBITDA $273mm $298mm $269mm $293mm $269mm $293mm -—- % Growth 1% 9% 1% 9% 1% 9% Source: Atlas Management Plan shared on January 31, 2024, Wall Street research and FactSet as of February 16, 2024. 3 (1) Reflects Atlas closing price as of November 3, 2023 (close prior to end of negotiations). (2) Reflects market data as of January 31, 2024. Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary working draft; subject to review by counsel— Atlas’ Share Price Performance Share Price PerformanceSince IPO $30 Atlas S&P 500 (1) Since Project Apex (11/3/23) (2) High Share Price $8.41 Low Share Price 5.98 $25 D 52 Week High (02/23/23): $19.68 Average Share Price 7.48 C $20 B E F G J K L +20% $15 H I A $14.00 $10 $7.93 M N (43%) vs. IPO price $5 (52%) vs. Day 1 close 52 Week Low (10/25/23): $5.14 – Apr-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 Oct-22 Jan-23 Apr-23 Jul-23 Oct-23 Jan-24 Public Market Events A ? 23-Apr-21: Pricing of IPO at $14.00 per share F ? 10-May-22: Reported Q1 ’22 Earnings L ? 8-Aug-23: Reported Q2 ’23 Earnings; Reduced (closed day 1 at $16.40) 2023E Adj. EBITDA guidance range from $295- G ? 9-Aug-22: Reported Q2 ’22 Earnings 305mm to $260-270mm B ? 12-Aug-21: Reported Q2 ’21 Earnings H ? 10-Nov-22: Reported Q3 ’22 Earnings M ? 2-Oct-23: Tom Leonard returns as CEO C ? 14-Sep-21: SizewiseRentals acq. announced following departure of Tom Boehning I ? 9-Jan-23: Tom Boehning announced CEO D ? 9-Nov-21: Reported Q3 ’21 Earnings ? 7-Mar-23: Reported Q4 ’22 Earnings N ? 7-Nov-23: Reported Q3 ’23 Earnings; J Reaffirmed 2023E guidance E ? 8-Mar-22: Reported Q4 ’21 Earnings K ? 9-May-23: Reported Q1 ’23 Earnings Source: Company filings and FactSet as of February 16, 2024. Earnings Other Corp. Event 4 (1) S&P 500 indexed to Atlas share price of $14.00 as of IPO on April 23, 2021. (2) Reflects Atlas closing price as of November 3, 2023 (close prior to end of negotiations). Privileged & Confidential | Prepared at the Request of Counsel


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- Preliminary working draft; subject to review by counsel— Trading Multiples Over Time EV / NTM Wall Street Consensus Adjusted EBITDA Multiple Since IPO(1) Average EV / Adjusted NTM EBITDA Multiple 20.0x Since Q2’23 L6M L1Y L2Y Since IPO Atlas 7.6x 7.5x 9.3x 10.3x 10.9x 18.0x Peer Median 9.0x 8.9x 9.9x 10.9x 11.8x S&P 500 13.0x 13.0x 12.9x 12.5x 13.1x 16.0x 15.9x 14.0x 14.6x 13.8x 12.0x 10.5x 10.0x 9.4x 8.0x 8.0x 6.0x 4.0x 2.0x 0.0x May-21 Aug-21 Nov-21 Feb-22 May-22 Aug-22 Nov-22 Feb-23 May-23 Aug-23 Nov-23 Feb-24 Atlas Peer Median(2) S&P 500 Source: Company filings and FactSet as of February 16, 2024. Note: Estimates first available as of May 14, 2021. 5 (1) Analysis based on FactSet estimates only as of February 16, 2024. Privileged & Confidential | Prepared at the Request of Counsel (2) Peers include Steris, Sotera Health, Stericycle, Premier, Pediatrix Medical Group, and Healthcare Services Group.


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- Preliminary working draft; subject to review by counsel— Atlas Illustrative Future Share Price Analysis Reflects Atlas Management Plan shared January 31, 2024 Future Share Price (Nominal) Future Share Price (PresentValue) 8.0x NTM Adj. EBITDA 9.0x NTM Adj. EBITDA 10.0x NTM Adj. EBITDA CAGR $25 $25 Discounted at cost of equity of 12.6% At 10.0x $20 +27% $20 $18 $20 $17 At 9.0x $15 +23% $15 $15 $13 At 8.0x $15 $13 $12 $13 $12 $12 $11 $15 +18% $10 $11 $11 $13 $10 $10 $10 $8 $11 $8 $9 $9 $9 $8 $9 $5 $5 – – Current YE’24 YE’25 YE’26 YE’27 Current YE’24 YE’25 YE’26 YE’27 Memo: Memo: NTM Adj. EBITDA $293 $318 $345 $373 NTM Adj. EBITDA $293 $318 $345 $373 Net Debt ($bn) $1.1 $1.0 $1.0 $0.9 Net Debt ($bn) $1.1 $1.0 $1.0 $0.9 Source: Atlas Management Plan shared on January 31, 2024. Note: Dollars in billions. Reflects valuation as of February 16, 2024. Analysis assumes latest share count, RSUs and options 6 held constant in projection period as of December 31, 2023. Subject to change upon receipt of updated share count Privileged & Confidential | Prepared at the Request of Counsel from Management. Debt, cash and non-controlling interest based on year-end balance per Atlas Management Plan.


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- Preliminary working draft; subject to review by counsel— Atlas Illustrative Future Share Price Sensitivity Reflects Atlas Management Plan shared January 31, 2024 YE 2024 Future Share Price (Nominal) YE 2024 Future Share Price (Present Value) Management Plan + /—% Management Plan + /—% EV / NTM Adj. EBITDA (10.0%) – +10.0% EV / NTM Adj. EBITDA (10.0%) – +10.0% 8.0x $8 $9 $11 8.0x $7 $8 $10 9.0x 9 11 13 9.0x 8 10 12 10.0x 11 13 15 10.0x 10 12 14 NTM Adj. EBITDA ($mm) $264 $293 $323 YE 2025 Future Share Price (Nominal) YE 2025 Future Share Price (Present Value) Management Plan + /—% Management Plan + /—% EV / NTM Adj. EBITDA (10.0%) – +10.0% EV / NTM Adj. EBITDA (10.0%) – +10.0% 8.0x $9 $11 $13 8.0x $7 $9 $10 9.0x 11 13 15 9.0x 9 10 12 10.0x 13 15 18 10.0x 10 12 14 NTM Adj. EBITDA ($mm) $286 $318 $350 Source: Atlas Management Plan shared on January 31, 2024. Note: Dollars in millions, except per share amounts. Reflects valuation as of February 16, 2024. Analysis assumes latest share count, RSUs and options held constant in projection period as of December 31, 2023. Subject to change upon 7 receipt of updated share count from Management. Debt, cash and non-controlling interest based on year-end balance Privileged & Confidential | Prepared at the Request of Counsel per Atlas Management Plan.

Exhibit (c)(7)

 

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Privileged & Confidential | Prepared at the Request of Counsel Project Apex Presentation to the Special Committee February 25, 2024


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Privileged & Confidential | Prepared at the Request of Counsel Disclaimer This presentation has been prepared by Centerview Partners LLC (“Centerview”) for use solely by the Special Committee of the Board of Directors of Atlas (“Atlas” or the “Company”) in connection with its evaluation of a proposed transaction and forno other purpose. The information contained herein is based upon information supplied by or on behalf of Atlas and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by Atlas. Centerview has relied upon the accuracy and completeness of the foregoing information, and has notassumed any responsibility for any independentverification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of Atlas or any other entity, or concerning the solvency or fair value of Atlas or any other entity. With respect to financial forecasts, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managementof Atlasas to the future financial performance of Atlas, and atyour direction Centerview has relied upon such forecasts, as provided by Atlas’ management, with respect to Atlas. Centerview assumes no responsibility for and expresses no viewas to such forecasts or the assumptions on which they are based. The information setforth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerviewassumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview’s analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from anyparticularportion of the analysis described above shouldnot be taken to be Centerview’s viewof the actual value of Atlas. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of Atlas (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Atlas or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not representa fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentationprovided by Centerview. 1


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Privileged & Confidential | Prepared at the Request of Counsel Preliminary Merger Agreement Terms – Subject to Negotiations Overview Of Proposed Transaction Key Terms Implied Offer Metrics ? Proposal to acquire for cash all outstanding shares of Atlas not owned by affiliates of Teton Headline Offer Price $10.00 ? Purchase price of $10.00 per share in cash Offer ? Equity rollover by certain holders of Atlas equity % Premium / (Discount) to: Structure ? Acquisition of Atlas by Teton as follows: Merger Sub (wholly owned Sub of Teton) merges with Atlas, as a result of which Atlas is the surviving corporation Current $7.64 +31% ? RSUs: (1) vested RSUs are cashed out at deal price; and (2) unvested RSUs remain outstanding subject to the same terms and conditions (including vesting and settlement), unless inoperable, Closing Price as of 1/26 Initial Proposal 7.36 +36% except that (A) RSUs held by continuing employees at or above level of Vice President (as of the settlement date) will be settled in Atlas stock or other equity interests (or other equity interests in 30-Day VWAP 7.21 +39% one of its affiliates) and (B) RSUs held by other persons will be settled in cash (based on the FMV Treatment of Atlas stock or other equity interests in one of its affiliates) ? PSUs: (1) Subject to certain exceptions 100% acceleration of 2021 PSUs; cashed out at the deal 90-Day VWAP 6.99 +43% of Equity price based on actual performance; and (2) 2022 and 2023 PSUs remain outstanding subject to the Awards same terms and conditions (including vesting and settlement) unless inoperableexcept (A) TSR Implied Equity Value $1,403 vesting conditions will no longer apply, (B) PSUs held by continuing employees at or above level of Vice President (as of the settlement date) will be settled in Atlas stock or other equity interests (1) (or other equity interests in one of its affiliates) and (C) PSUs held by other persons will be settled Plus: Net Debt & NCI 1,067 in cash (based on the FMV of Atlas stock or other equity interests in one of its affiliates) ? Options: 100% acceleration; out-of-the-money options cancelled; in-the-money options cashed Implied Enterprise Value $2,470 out at the deal price less the applicable exercise price ? Atlas stockholder approval (Teton written consent to delivered within 24 hours of signing) Implied EV / EBITDA (Wall Street Consensus) Certain ? Generally, no breach of representations and warranties, subject to varying degrees of materiality Closing ? No default under the credit agreement at closing NTM $275 9.0x Conditions ? No termination or acceleration under the receivables facility at closing 2024E 273 9.0x ? No financing condition, but Teton contemplates using existing revolver, receivables credit facility Financing 2024E (ex-SBC) 251 9.8x and equity commitment of $100mm to pay merger consideration; limited guarantee to support damages claim capped at $100mm Certain ? Customary termination rights including: Implied EV / EBITDA (Atlas Management Plan) Termination – Mutual termination right if merger is not consummated within 6 months of signing Provisions – Atlas termination rights include (i) to pursue an alternative transaction prior to Teton written NTM $272 9.1x consent of merger (triggers termination fee of ~$9 million payable by Atlas) and (ii) if Teton and Fees fails to approve merger within 24 hours of signing 2024E 269 9.2x Deal ? No-shop restriction on Atlas from signing until completion of the merger 2024E (ex-SBC) 247 10.0x Protections ? Termination fee payable of ~$9 million by Atlas if Atlas terminates to pursue an alternative transaction (see above) or Teton terminates due to Atlas change of recommendation 2 Source: Atlas Management Plan shared on February 22, 2024. Bloomberg and FactSet as of February 23, 2024. Note: Dollars in millions, except per share amounts. (1) Debt, non-controlling interest and cash as of March 31, 2024 per Atlas Management. Diluted shares outstanding as of February 19, 2024 per Atlas Management.


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Privileged & Confidential | Prepared at the Request of Counsel Atlas’ Share Price Performance Share Price PerformanceSince IPO $30 Atlas S&P 500 (1) Share Price Statistics Since Project Apex (11/3/23) (2) High Share Price $8.41 $25 D Low Share Price 5.98 52 Week High (02/27/23): $19.47 C Average Share Price 7.49 $20 B E F G J K L +22% $15 H I A $14.00 $10 $7.64 M N (45%) vs. IPO price $5 (53%) vs. Day 1 close 52 Week Low (10/25/23): $5.14 – Apr-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 Oct-22 Jan-23 Apr-23 Jul-23 Oct-23 Jan-24 Public Market Events A ? 23-Apr-21: Pricing of IPO at $14.00 per share F ? 10-May-22: Reported Q1 ’22 Earnings L ? 8-Aug-23: Reported Q2 ’23 Earnings; Reduced (closed day 1 at $16.40) 2023E Adj. EBITDA guidance range from $295- G ? 9-Aug-22: Reported Q2 ’22 Earnings 305mm to $260-270mm B ? 12-Aug-21: Reported Q2 ’21 Earnings H ? 10-Nov-22: Reported Q3 ’22 Earnings M ? 2-Oct-23: Tom Leonard returns as CEO C ? 14-Sep-21: SizewiseRentals acq. announced following departure of Tom Boehning I ? 9-Jan-23: Tom Boehning announced CEO D ? 9-Nov-21: Reported Q3 ’21 Earnings ? 7-Mar-23: Reported Q4 ’22 Earnings N ? 7-Nov-23: Reported Q3 ’23 Earnings; J Reaffirmed 2023E guidance E ? 8-Mar-22: Reported Q4 ’21 Earnings K ? 9-May-23: Reported Q1 ’23 Earnings Source: Company filings and FactSet as of February 23, 2024. Earnings Other Corp. Event 3 (1) S&P 500 indexed to Atlas share price of $14.00 as of IPO on April 23, 2021. (2) Reflects Atlas closing price as of November 3, 2023 (close prior to end of negotiations).


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Privileged & Confidential | Prepared at the Request of Counsel Atlas Management Plan As provided by Atlas Management on February 22, 2024 Atlas Management Plan Fiscal Year Ending December 31, CAGR 2023A 2024E 2025E 2026E 2027E 2028E ‘24E-‘28E Equipment Solutions $460 $483 $513 $547 $583 $621 6.5% Clinical Engineering 459 482 511 547 585 626 6.8% On-Site Managed Services 256 244 251 264 277 291 4.5% Total Revenue $1,175 $1,209 $1,275 $1,357 $1,445 $1,538 6.2% % YoY Growth 4.8% 2.9% 5.5% 6.4% 6.5% 6.4% Cost of Sales (770) (779) (811) (863) (918) (978) 5.8% % of Sales (65.6%) (64.5%) (63.6%) (63.6%) (63.5%) (63.6%) Sales, General & Administrative Expenses (339) (346) (350) (353) (358) (360) 1.0% % of Sales (28.9%) (28.6%) (27.5%) (26.0%) (24.8%) (23.4%) Operating Income $65 $84 $114 $141 $169 $200 24.4% (+): Depreciation & Amortization 169 160 155 152 150 147 (+): Share-Based Compensation 20 22 21 22 23 24 (+): Management and Other 13 3 3 3 3 3 Adjusted EBITDA $267 $269 $293 $318 $345 $373 8.6% % Margin 22.7% 22.2% 23.0% 23.4% 23.9% 24.3% Memo: Select Cash Flow Items Change in NWC & Other (14) (4) (20) (22) (23) (25) Capital Expenditures (82) (90) (101) (108) (111) (116) 4 Source: Company filings and Atlas Management Plan shared on February 22, 2024. Note: Dollars in millions.


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Privileged & Confidential | Prepared at the Request of Counsel Valuation – Based On Management Forecast Valuation Methodology Implied Share Price 2/16 Teton Offer: $10.00 Selected Trading EV / 2024E EBITDA: 7.50x—10.00x $6.80 $11.55 Statistics Management 2024E EBITDA: $269 Discounted Cash WACC: 10.00%—11.50% $8.65 $14.10 Flow Analysis(1) Exit NTM Multiple: 7.50x—10.00x Wall Street High: Craig-Hallum Analyst $6.25 $23.00 Reference Low: Bank of America Price Targets For  52-Week Trading 52 Week Closing Price Range Range (Low—High) $5.14 $19.47 (Unrounded) $0 $5 $10 $15 $20 $25 Source: Atlas Management Plan shared on February 22, 2024. Company filings and FactSet as of February 23, 2024. 5 Note: Share prices rounded to the nearest $0.05. (1) Includes ~$1mm Net Tax Benefit (~$0.00 per share).


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Privileged & Confidential | Prepared at the Request of Counsel Selected Public Companies Analysis Current vs. Market Enterprise ‘23E-‘25E CAGR ‘24E EBITDA ‘24E FCF EV / EBITDA Company 52-Wk High 52-Wk Low Cap Value Revenue EBITDA Margin Margin (1) NTM 2024E (0%) +34% $23.4 $26.6 7% 9% 28% 22% 16.2x 16.4x (12%) +34% 4.8 7.0 6% 8% 51% 37% 12.3x 12.5x (0%) +29% 4.7 6.0 2% 12% 18% 13% 11.8x 12.0x (35%) +14% 2.7 2.5 1% (6%) 32% 25% 5.8x 5.8x (45%) +5% 0.7 1.2 3% 2% 10% 9% 5.6x 5.6x (21%) +37% 0.9 0.8 3% 7% 6% 6% 7.2x 7.2x Peer Median (17%) +31% $3.7 $4.2 3% 7% 23% 18% 9.5x 9.6x Peer Average (19%) +25% $6.2 $7.3 4% 5% 24% 19% 9.8x 9.9x Atlas Wall Street (61%) +49% $1.1 $2.1 5% 4% 22% 15% 7.8x 7.8x Consensus Atlas (61%) +49% $1.1 $2.1 4% 5% 22% 15% 7.8x 7.9x Management Plan Source: Atlas Management Plan shared on February 22, 2024. Company filings, Wall Street research and FactSet as of February 23, 2024. 6 Note: EBITDA unburdened by stock-based compensation. Estimates reflect calendar year ending December 31. (1) Reflects Adj. EBITDA unburdened by stock-based compensation less capex divided by revenue.


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Privileged & Confidential | Prepared at the Request of Counsel Discounted Cash Flow Analysis Reflects Atlas Management Plan Fiscal Year Ending December 31, Terminal ‘24E-‘28E Q2-Q4’24E 2025E 2026E 2027E 2028E Year CAGR Revenue $908 $1,275 $1,357 $1,445 $1,538 $1,637 6% % Growth 5% 6% 6% 6% Adj. EBITDA $202 $293 $318 $345 $373 $405 9% (Less): D&A (121) (155) (152) (150) (147) (Less): SBC (16) (21) (22) (23) (24) (Less): Management & Other (2) (3) (3) (3) (3) EBIT $63 $114 $141 $169 $200 (Less): Taxes (1) (18) (33) (41) (49) (58) NOPAT $45 $81 $100 $120 $142 Add: D&A 121 155 152 150 147 (Less): CapEx (72) (101) (108) (111) (116) (Less): â^† NWC & Other (7) (20) (22) (23) (25) UFCF $86 $116 $123 $136 $148 % Growth (8%) 6% 10% 9% Implied Enterprise Value ($bn) Implied Share Price NTM EBITDA Terminal Multiple NTM EBITDA Terminal Multiple WACC 7.50x 8.75x 10.00x 7.50x 8.75x 10.00x 10.00% $2.4 $2.7 $3.1 $9.60 $11.85 $14.10 10.75% 2.3 2.7 3.0 9.10 11.30 13.50 11.50% 2.3 2.6 2.9 8.65 10.75 12.90 Excludes Present Value of Tax Attributes of ~$0.00 (2) per share Source: Atlas Management Plan shared on February 22, 2024 and company filings. Note: Analysis assumes valuation date of March 31, 2024. Debt, non-controlling interest and cash as of March 31, 2024 per Atlas Management. Diluted shares outstanding as of February 19, 2024 per Atlas Management. Dollars in millions, except for per share amounts. Share pricesrounded to nearest $0.05. See page 9 for tax impact analysis / treatment. 7 (1) Tax rate of 29% per Atlas Management. (2) Atlas’ tax receivable agreement analyzed separately. Discount rate used to value tax attributes is equal to pre-tax cost of debt.


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Privileged & Confidential | Prepared at the Request of Counsel Illustrative WACC Analysis Selected Public Companies Illustrative WACC Analysis Beta Market Debt Debt / Risk-Free Rate(3) 4.5% (2) Unlevered Beta(4) 0.80 Company Levered(1) Unlevered Cap ($bn) ($bn) Equity Debt / Equity(5) 21.2% STERIS 1.07 0.96 $23.4 $3.3 14.2% (6) Levered Beta 0.93 Sotera 1.72 1.24 4.8 2.3 48.3% Historical Risk Premium(7) 7.2% Stericycle 1.03 0.84 4.7 1.3 28.2% (8) Size Premium 1.4% Premier 0.72 0.69 2.7 0.2 5.8% Cost of Equity 12.5% HCSG 0.79 0.77 0.9 0.0 2.7% (9) Pre-Tax Cost of Debt 6.3% Pediatrix 0.84 0.50 0.7 0.6 86.2% Tax Rate(10) 29.0% After-Tax Cost of Debt 4.5% Median 0.93 0.80 $3.7 $1.0 21.2% WACC(11) 11.1% Average 1.03 0.83 6.2 1.3 30.9% Debt / Total Capitalization 17.5% Atlas 0.97 0.56 $1.1 $1.1 102.8% Equity / Total Capitalization 82.5% Illustrative WACC Sensitivity Analysis Debt / Debt / Unlevered Beta Cap Equity 0.70 0.75 0.80 0.85 16.7% 20.0% 10.4% 10.8% 11.1% 11.5% 23.1% 30.0% 10.3% 10.6% 10.9% 11.3% 28.6% 40.0% 10.1% 10.4% 10.8% 11.1% Source: Bloomberg, Duff & Phelps, Public filings and FactSet as of February 23, 2024. Note: Ordered by market cap. (1) Represents 2 year weekly historical adjusted beta vs. local market index. (2) Unlevered Beta = Levered Beta / (1+(1 – Tax Rate) * (Debt / Equity)). (3) Reflects current U.S. 20-year treasury rate. (4) Reflects median of unlevered betas of comparable group. (5) Reflects median debt / equity of comparable group. (6) Reflects levering of the median unlevered beta of the peers at target debt / equity. Levered Beta = (Unlevered Beta) * (1+(1 – Tax Rate) * (Debt / Equity)). (7) Long-horizon expected equity risk premium per Duff & Phelps 2023 Yearbook. (8) Based on historical size premium for companies between $1,050mm – 8 $1,862mmmarket capitalizations per Duff & Phelps 2023 Yearbook. (9) Assumes illustrative cost of debt based on current ICE BofA BB US High Yield Index Effective Yield. (10) Assumes Company long-term tax rate. (11) WACC equals ((Debt / Capitalization * (Cost of Debt * (1 – Tax Rate))) + (Equity / Capitalization * Levered Cost of Equity)).


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Privileged & Confidential | Prepared at the Request of Counsel Illustrative Tax Impact Analysis ? TRA related to historical net operating losses (“NOLs”) was established in connection with sale to Teton in 2019 ? As part of the TRA, Atlas pays out 85% of annual tax savings from the covered NOLs ? Atlas Management provided expected TRA outflows in 2025 which represents the remainder of the potential tax benefit Net Present Valueof TRA Payments NPV of TRA Payments Sensitivity Benchmark Discount Rate NPV 20-Year US Treasury Rate 4.5% ($3) Cost of Debt (Pre-Tax) 6.3% (3) Atlas WACC 11.1% (3) Fiscal Year Ending December 31, Q2-Q4’24E 2025E 2026E 2027E 2028E Estimated Tax Shield from NOLs — $4 -——- % Paid Out 85% 85% 85% 85% 85% TRA Payments — ($4) -——- Discounted Tax Shield (@ Cost of Debt) — $4 -——-Discounted TRA Payments (@ Cost of Debt) — ($3) -——- NPV of Tax Shield $4 NPV of TRA Payments ($3) Net Tax Benefit $1 Source: Atlas Management Plan shared on February 22, 2024. FactSet as of February 23, 2024. 9 Note: Dollars in millions.


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Privileged & Confidential | Prepared at the Request of Counsel Appendix


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Privileged & Confidential | Prepared at the Request of Counsel Atlas Analyst Price Targets Valuation Broker Report Date Price Target Method Metric 1/4/24 $23.00 DCF DCF (9.5% WACC, 3% PGR) Assumes ~$30mm—~$40mm in capex Assumes ~$200mm—~$300mm in D&A 11/12/23 $10.50 EV / EBITDA 9.5x 2024E EBITDA 12/17/23 $10.00 EV / EBITDA 8x STM EBITDA 12/4/23 $8.00 EV / EBITDA 8x 2024E EBITDA 11/12/23 $7.50 EV / EBITDA Source unavailable 11/8/23 $6.25 EV / EBITDA ~6.9x 2024E EBITDA e: Wall Street research and Bloomberg as of February 23, 2024. Median: $9.00 Buy Hold Sell 11 : Raymond James suspended price target post Q2 2023 earnings. KeyBanc resumed coverage in February 2024 with no price target.


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Privileged & Confidential | Prepared at the Request of Counsel Atlas Capitalization Shares Under TSM (mm) Total Transaction Price Current (02/23/24) Outstanding (mm) $10.00 $7.64 Basic Shares Outstanding 135.647 135.647 135.647 Options by Exercise Price $2.13 0.993 0.782 0.716 $6.27 1.942 0.724 0.348 $6.49 0.023 0.008 0.003 $8.25 0.656 0.115 –$14.00 0.519 – –$14.83 0.310 – –$18.45 0.402 – –$19.53 0.002 – –$21.61 0.008 – – Total Options 4.854 1.629 1.068 RSUs, PRSUs & ESPP RSUs 2.505 2.505 2.505 PRSUs(1) 0.439 0.439 0.439 ESPP 0.102 0.102 0.102 Total RSUs, PRSUs & ESPP 3.045 3.045 3.045 Fully Diluted Share Outstanding (mm) 140.321 139.761 Fully Diluted Equity Value ($mm) $1,403 $1,068 Plus: Term Loan B 1,070 1,070 Plus: Capital Leases 28 28 Plus: Non-Controlling Interest 0 0 (Less): Cash and Cash Equivalents (31) (31) Enterprise Value ($mm) $2,470 $2,135 Source: Atlas Management Plan and FactSet as of February 23, 2024. Note: Dollars in millions. Debt, non-controlling interest and cash figures as of March 31, 2024 per Atlas Management. Diluted shares 12 outstanding as of February 19, 2024 per Atlas Management. (1) Assumes treatment of equity awards per Merger Agreement.

Exhibit (d)(2)

Rollover Commitment Letter

February 26, 2024

Apex Intermediate Holdco, Inc.

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02110

Attention: [***]

Reference is made to that certain Agreement and Plan of Merger (as may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among Apex Intermediate Holdco, Inc., a Delaware corporation (“Parent”), Agiliti, Inc., a Delaware corporation (the “Company”) and Apex Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). This letter agreement is being executed and delivered by the undersigned stockholder (the “Rollover Stockholder”) in connection with the Merger Agreement. Capitalized terms used herein and not defined herein have the meanings set forth in the Merger Agreement. The execution and delivery of this letter agreement by the Rollover Stockholder is a material inducement for Parent to enter into the Merger Agreement. The Stockholder and Parent hereby agree as follows:

1. At the Closing and notwithstanding anything in the Merger Agreement to the contrary, the Rollover Stockholder will “roll over” and retain 892,462 Shares and/or Restricted Stock Units (collectively, the “Retained Equity Interests”). The Retained Equity Interests comprised of Shares of the Company will be “rolled over” into shares of the Company or a newly formed parent entity of the Company or Parent. The Retained Equity Interests comprised of Restricted Stock Units will be “rolled-over” into restricted stock units subject to the same terms and conditions that applied to the corresponding Restricted Stock Unit prior to the Closing (other than for any such terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement or for such other administrative or ministerial changes that are reasonable and made in good faith in connection with the administration of such award following the Effective Time) and which shall, upon vesting, be settled in shares of the Company or a newly formed parent entity of the Company or Parent.

2. The Rollover Stockholder agrees not to, directly or indirectly, sell, transfer, assign or encumber any of his Shares or Restricted Stock Units or any other equity interests of the Company or any direct or indirect parent entity of the Company (including any additional Shares or Restricted Stock Units or equity interests of the Company or any direct or indirect parent entity of the Company acquired after the date hereof), in each case, without the prior written consent of Parent.

3. This letter agreement shall terminate and be of no further force or effect upon the termination of the Merger Agreement in accordance with its terms.

4. This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict or choice of law principles thereof. This letter agreement may be executed and delivered (including scanned image) in one or more counterparts, and by each of the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

[Remainder of this page intentionally left blank]


IN WITNESS WHEREOF, the undersigned has executed this letter agreement effective as of the date set forth above.

 

ROLLOVER STOCKHOLDER
By:  

/s/ Thomas J. Leonard

Name: Thomas J. Leonard
Acknowledged and agreed
PARENT
APEX INTERMEDIATE HOLDCO, INC.
By:  

/s/ Megan Preiner

Name: Megan Preiner
Title: Director

Exhibit (d)(3)

Execution Version

EQUITY COMMITMENT LETTER

February 26, 2024

 

TO:

Apex Intermediate Holdco, Inc.

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02110

Attention: [***]

Ladies and Gentlemen:

In connection with that certain Agreement and Plan of Merger dated as of the date hereof (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among Apex Intermediate Holdco, Inc., a Delaware corporation (“Parent”), Apex Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Agiliti, Inc., a Delaware corporation (the “Company), the undersigned private equity investment funds (collectively, the “Sponsors”) are pleased to offer this commitment to purchase, directly or indirectly, securities of Parent, subject to the terms and conditions herein, for an aggregate purchase price in cash equal to $100,000,000.00 or such lesser amount, which, when aggregated with (A) the aggregate value of any cash investment or rollover equity investment in the Parent, directly or indirectly, by executives or equityholders of the Company at the Closing and (B) available borrowings under the Company’s Existing Credit Agreement, the Existing Receivables Agreement, and any Additional Financing is sufficient to fund the payment of the Merger Consideration and the payment of all other amounts required to be paid by Parent on the Closing Date pursuant to the terms of the Merger Agreement (including, for the avoidance of doubt, pursuant to Section 3.1, Section 3.2 and Section 3.5 thereof) (collectively, the “Closing Payments”), together with all related fees and expenses contemplated to be paid on the Closing Date associated with the Merger Agreement and the transactions contemplated thereby and to otherwise consummate the transactions contemplated thereby (the “Aggregate Commitment”). The proceeds of the Aggregate Commitment will be used solely for the purposes of acquiring, directly or indirectly, 100% of the outstanding equity interests of the Company, which will be effected by the merger of Merger Sub with and into the Company with the Company surviving such merger, in each case, as further set forth in, and subject to the terms and conditions of, the Merger Agreement (the “Transaction”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement.

1. Commitment. Subject to the terms and conditions hereof, each Sponsor hereby severally (and not jointly or jointly and severally) irrevocably commits and agrees to acquire, directly or indirectly, the securities of Parent for an aggregate purchase price in cash equal to the percentage of the Aggregate Commitment set forth opposite such Sponsor’s name on Schedule A hereto (such amount with respect to each Sponsor is such Sponsor’s “Maximum Sponsor Commitment”). For the avoidance of doubt, without limiting the foregoing, the issuer and type of securities shall be determined by the Sponsors in their sole discretion. The proceeds from the Sponsors’ Aggregate Commitment shall be used to provide a portion of the funding for


the Transaction, including the payment of related fees and expenses, and for no other purpose. The Sponsors shall not be obligated to fund the Aggregate Commitment (or any portion thereof) evidenced hereby except as expressly set forth herein. No Sponsor shall, under any circumstances, be obligated to contribute to Parent more than such Sponsor’s Maximum Sponsor Commitment. Notwithstanding anything to the contrary in this letter, each Sponsor may allocate all or a portion of its Maximum Sponsor Commitment to any Affiliated Entity (as defined in Section 9 hereof) and the Maximum Sponsor Commitment of any such Sponsor will be reduced dollar-for-dollar by any amounts actually contributed to Parent by such Affiliated Entity (and not returned) at or prior to the Closing. Solely and only to the extent Parent does not require all of the cash with respect to which each Sponsor has made its Maximum Sponsor Commitment in order to consummate the Transaction, each Sponsor may elect to reduce its Maximum Sponsor Commitment to be funded under this letter.

2. Conditions Precedent. Each Sponsor’s obligation to fund such Sponsor’s Maximum Sponsor Commitment shall be conditioned upon:

a. the execution and delivery of the Merger Agreement by all of the parties to the Merger Agreement;

b. the satisfaction or valid waiver of all conditions precedent to the Closing set forth in Section 7.1 and Section 7.2 of the Merger Agreement (other than those conditions that by their nature can only be satisfied at the Closing itself, but subject to the satisfaction or waiver of such conditions at the Closing); and

c. the substantially simultaneous consummation of the Closing.

3. Limited Guaranty. Concurrently with the execution and delivery of this letter, the Sponsors are executing and delivering to the Company a Limited Guaranty, dated as of the date hereof (the “Limited Guaranty”), relating to certain of Parent’s obligations under the Merger Agreement. As more fully described in the Limited Guaranty, other than a Claim (as defined below) against Parent and Merger Sub (and no other Person) under and pursuant to the Merger Agreement, the Company’s remedies against the Sponsors under the Limited Guaranty are intended to be, and shall be, the sole and exclusive direct or indirect remedies available to the Company, any of its direct or indirect equityholders, and their respective Affiliates (and any Person claiming by, through or on behalf of any of them) against the Sponsors and/or any Non-Parties (as such term is defined in the Limited Guaranty) for any Claim arising under or related to the Transaction, except for the rights of the Company set forth in Section 5 hereof.

4. No Recourse.

a. Notwithstanding anything that may be expressed or implied in this letter to the contrary, by its acceptance hereof, Parent acknowledges, covenants and agrees, on behalf of itself, its Affiliates, and any Person claiming by, through or on behalf of any of them, that all Proceedings (in each case, whether at law or in equity, and whether sounding in contract, tort, statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this letter, or the negotiation, execution, performance, or breach (whether willful, intentional, unintentional or otherwise) of this letter,

 

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including, without limitation, any representation or warranty made or alleged to be made in, in connection with, or as an inducement to, this letter (each of such above-described legal or equitable theories or sources of liability, a “Claim”) may be made only against (and are expressly limited to) the Sponsors as expressly identified in the preamble to and signature page(s) of this letter. No Person who is not a Sponsor (including, without limitation, (i) any past, present or future director, officer, employee, incorporator, member, partner, manager, direct or indirect equityholder, management company, Affiliate, agent, attorney, or representative of, and any financial advisor or lender to (all above-described Persons in this subclause (i), collectively, “Affiliated Persons”) any Sponsor or any Affiliate of any Sponsor, and (ii) any Affiliated Persons of such Affiliated Persons (the Persons in subclauses (i) and (ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, “Non-Parties” and each, individually, a “Non-Party”) shall have any liability or obligation whatsoever in respect of, based upon or arising out of any Claims arising under this letter.

b. Without limiting the generality of the foregoing, to the maximum extent explicitly permitted or otherwise conceivable under applicable Law, (i) Parent hereby waives, releases and disclaims any and all Claims against all Non-Parties, including, without limitation, any Claims to avoid or disregard the entity form of a Sponsor or otherwise seek to impose any liability arising out of, relating to or in connection with a Claim on any Non-Parties, whether a Claim granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (ii) Parent disclaims any reliance upon any Non-Parties with respect to the performance of this letter or any representation or warranty made in, in connection with, or as an inducement to this letter. This Section 4 shall survive the termination of this letter.

5. Enforcement. This letter shall be binding on the Sponsors solely for the benefit of Parent, and nothing set forth in this letter shall be construed to confer upon or give any Person, other than Parent, any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the Aggregate Commitment or any other provision of this letter; provided, however, that subject to the terms and conditions of the Merger Agreement, including, without limitation, Section 9.13 thereof, the Company is hereby made a third party beneficiary of the rights granted to Parent hereunder only for the purpose of obtaining specific performance of Parent’s right to cause the Aggregate Commitment to be funded hereunder, which right of specific performance may be sought directly against the Sponsors or indirectly through Parent, but, in each case, solely to the extent that Parent can enforce this letter pursuant to the terms hereof and solely to the extent permitted by Section 9.13 of the Merger Agreement, and for no other purpose (including, without limitation, any claim for monetary damages).

6. Termination. All obligations of the Sponsors relating to, arising out of or in connection with this letter shall terminate automatically and immediately upon the earliest to occur of: (a) the Closing (and the payment of the amounts required to be paid pursuant to the terms of the Merger Agreement); (b) the valid and effective termination of the Merger Agreement in accordance with its terms, provided, that if there is a dispute as to whether there has been a valid and effective termination of the Merger Agreement, the obligations of the Sponsors set forth in this letter shall not terminate until a final, non-appealable adjudication determining a valid and effective termination of the Merger Agreement; (c) the assertion by the

 

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Company, any of its equityholders, or any of their respective Affiliates, directly or indirectly, of any Claim against any Sponsor or any Non-Party, other than any Claim (i) by the Company against Parent pursuant to the Merger Agreement (including any Claim against Parent or the Sponsors seeking specific performance of the Sponsors’ obligation to fund the Aggregate Commitment in accordance with and subject to the terms and conditions of this letter and Section 9.13 of the Merger Agreement) or (ii) by the Company against any Sponsor pursuant to the Limited Guaranty, until such time as all amounts guaranteed thereunder and payable have been paid, in each case, in accordance with and subject to the terms and conditions thereof; and (d) each Sponsor funding the Maximum Sponsor Commitment required to be funded by such Sponsor pursuant to Section 1 hereof.

7. Representations and Warranties. Each Sponsor hereby represents and warrants to Parent that (a) it has all requisite limited partnership power and authority to execute, deliver and perform this letter, (b) the execution, delivery and performance of this letter by such Sponsor (i) has been duly and validly authorized and approved by all necessary action by it, and (ii) shall not result (x) in any material breach or violation of, or constitute a material default (or an event which, with notice or lapse of time or both, would constitute a default) under, any Law applicable to such Sponsor or its assets, or (y) in a material breach or violation of, or constitute a material default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of, or accelerate the performance required by, any of the terms, conditions or provisions of (1) any material contract to which such Sponsor is a party or otherwise bound or (2) such Sponsor’s limited partnership agreement or other organizational documents, (c) this letter has been duly and validly executed and delivered by it and (assuming due execution and delivery of this letter and the Merger Agreement by all the other parties hereto and thereto) constitutes a legal, valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Laws, (d) such Sponsor has, and will have for so long as this letter shall remain in effect, available funds or undrawn capital commitments in excess of the sum of its Maximum Sponsor Commitment hereunder plus the aggregate amount of all other commitments and obligations it has outstanding at such time, (e) payment in full of the sum of its Maximum Sponsor Commitment shall not result in a breach or violation of any applicable concentration limits or similar restrictions applicable to such Sponsor, and (f) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this letter by such Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this letter by such Sponsor.

8. Indemnification.

a. Parent agrees to indemnify and to hold harmless each of the Sponsors and each of the Non-Parties (collectively, the “Indemnified Persons”) from and against any and all Proceedings (including any investigations or inquiries), losses, Claims, damages, liabilities or expenses of any kind or nature whatsoever that may be suffered, incurred by or asserted against or involve the Indemnified Persons as a result of or arising out of or in any way

 

4


related to the transactions described in this letter (including those resulting from any Indemnified Person’s negligence); provided, however, that the foregoing will not apply to any losses of an Indemnified Person to the extent found by a final decision of a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Person. Parent further agrees to pay to or reimburse any Indemnified Person upon demand any legal or other expenses incurred by such Indemnified Person in connection with investigating, defending, or preparing to defend any such Proceeding (including any inquiry or investigation). The provisions of this Section 8 are independent of all other obligations of Parent hereunder and shall survive termination or expiration of the commitment embodied in this letter.

b. PARENT HEREBY ACKNOWLEDGES THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES OR EXPENSES THAT HAVE RESULTED FROM OR ARE ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF ANY SPONSOR OR ANY OTHER INDEMNIFIED PERSON.

9. No Assignment. The Aggregate Commitment evidenced by this letter shall not be assignable by Parent, on the one hand, or the Sponsors, on the other hand, without the prior written consent of the Sponsors or Parent, respectively, and the Company and such consent, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment; provided that without any such consent the Sponsors may assign all or a portion of their obligation to fund the Aggregate Commitment to one or more private equity funds or co-investors and their respective investment vehicles or similar entities (each an “Affiliated Entity”) so long as such assignment would not reasonably be expected to delay the consummation of the transactions contemplated in the Merger Agreement; provided, further, that any such assignment pursuant to the immediately preceding proviso shall not relieve the Sponsors of their obligations hereunder and Parent (and the Company, solely to the extent permitted herein) shall be entitled to pursue all rights and remedies against the Sponsors subject to the terms and conditions of this letter and the Merger Agreement. Any purported assignment of the Aggregate Commitment in contravention of this Section 9 shall be void.

10. Amendment. This letter may not be amended except pursuant to a written document duly executed by each of the Sponsors, Parent and the Company provided, however, that each Sponsor may amend Schedule A to reflect any assignment permitted by Section 9 (solely to the extent such assignment is permitted thereby).

11. Third Party Beneficiary. Except for Non-Parties (pursuant to Section 4 hereof), the Company (pursuant to Section 5 hereof) and Indemnified Persons (pursuant to Section 8 hereof), no Person other than Parent shall be entitled to rely upon this letter, and this letter shall be binding upon and inure solely to the benefit of each party hereto and nothing herein or in any other agreement (including, without limitation, the Merger Agreement or the Limited Guaranty), express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies whatsoever under or by reason of this letter. In furtherance of the foregoing, no creditor of Parent or any of its Affiliates (other than the Company, subject to the express provisions hereof) shall have any right to enforce this letter or to cause Parent to enforce this letter.

 

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12. Governing Law. THIS LETTER SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OR CHOICE OF LAW PRINCIPLES THEREOF.

13. Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.

a. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom, in the event any dispute arises out of or is related to this letter, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Action relating to this letter or any of the transactions contemplated hereby in any court other than the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom, (iv) waives any objection that it may now or hereafter have to the venue of any such Action in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom or that such Action was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 9.6 of the Merger Agreement. Each party hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 9.6 of the Merger Agreement shall be effective service of process for any Action in connection with this letter.

b. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION RELATED TO ANY OF ITS SUBSIDIARIES IN CONNECTION WITH THIS LETTER. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13(b).

 

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14. Severability. Any term or provision of this letter that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction; provided, however, that this letter may not be enforced without giving effect to the provisions in Sections 4, 5, 6, and 8. No party hereto shall assert, and each party hereto shall cause its respective Affiliates not to assert, that this letter or any part hereof is invalid, illegal or unenforceable.

15. Miscellaneous. This letter may be executed in any number of counterparts (including by electronic mail portable document format (*.pdf) (or similar electronic means)), and each such counterpart when delivered shall be deemed to be an original instrument, but all such counterparts together shall constitute one agreement. The provisions of this letter contain the entire agreement of the parties hereto with respect to the subject matter hereof and supersede any prior oral or written agreements, undertakings, understandings, discussions, negotiations or proposals relating to the subject matter hereof. The headings contained in this letter are for convenience purposes only and will not in any way affect the meaning or interpretation hereof. All parties hereto acknowledge that each party and its counsel have participated in the drafting and negotiation of this letter and that any rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this letter.

16. Confidentiality. This letter shall be treated as strictly confidential and is being provided to Parent (and made available to the Company) solely in connection with the Merger Agreement and the Transaction. This letter may not be used, circulated, quoted or otherwise referred to in any document, except the Merger Agreement or with the written consent of the Sponsors. Notwithstanding the foregoing, this letter may be provided to the Company, its affiliated advisors and representatives who have been directed to treat this letter as confidential, and on the condition that the Company agrees to treat, and shall cause its advisors to so treat, this letter as confidential; provided, that the Company may disclose such information to the extent required in connection with the enforcement of the terms of this letter, the Merger Agreement, the Limited Guaranty or any ancillary documents, or as required by law, any Governmental Entity, the applicable rules of any national securities exchange or in connection with any U.S. Securities and Exchange Commission filings in relation to the transactions contemplated by the Merger Agreement.

[Remainder of Page Intentionally Blank]

 

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If the foregoing is acceptable to you, please sign and return a copy of this letter.

Very truly yours,

SPONSORS:

 

THOMAS H. LEE EQUITY FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:   /s/ Joshua M. Nelson
Name: Joshua M. Nelson
Title: Authorized Signatory
THOMAS H. LEE PARALLEL FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:   /s/ Joshua M. Nelson
Name: Joshua M. Nelson
Title: Authorized Signatory
THL EXECUTIVE FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:   /s/ Joshua M. Nelson
Name: Joshua M. Nelson
Title: Authorized Signatory
THL FUND VIII COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its general partner
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:   /s/ Joshua M. Nelson
Name: Joshua M. Nelson
Title: Authorized Signatory


STEPSTONE H OPPORTUNITIES FUND, L.P.
By: StepStone H (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE CAPITAL PARTNERS IV, L.P.
By: StepStone Capital IV (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE CAPITAL PARTNERS IV OFFSHORE HOLDINGS, L.P.
By: StepStone Capital IV (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE CAPITAL PARTNERS IV EUROPE HOLDINGS SCSP
By: StepStone Group LP, its portfolio manager
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE K STRATEGIC OPPORTUNITIES FUND III, L.P.
By: StepStone K Opportunities (GP), LLC, its general partner
By: StepStone Partners, L.P., its sole member
By: StepStone Group LP, its general partner
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel

 

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STEPSTONE KF PRIVATE EQUITY FUND II, L.P.
By: StepStone KF (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE MAPLE OPPORTUNITIES FUND, L.P.
[in respect of its underlying limited partner GCUT]
By: StepStone Maple (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE MAPLE OPPORTUNITIES FUND, L.P.
[in respect of its underlying limited partner UTMT]
By: StepStone Maple (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE P OPPORTUNITIES FUND, L.P.
By: StepStone P (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel

 

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SUNSTONE PE OPPORTUNITIES FUND, LLC
By: StepStone Group LP, its manager
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel

 

Accepted and Acknowledged:
PARENT:
APEX INTERMEDIATE HOLDCO, INC.
By:   /s/ Megan Preiner
Name:   Megan Preiner
Title: Director

 

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Exhibit (d)(4)

Execution Version

LIMITED GUARANTY

This Limited Guaranty, dated as of February 26, 2024 (this “Guaranty”), is made by each of the guaranteeing parties identified on the signature pages hereto (each a “Sponsor” and, collectively, the “Sponsors”), in favor of Agiliti, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Merger Agreement (as defined below).

1. Guaranty. To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof, the “Merger Agreement”), by and among Guaranteed Party, Apex Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Apex Intermediate Holdco, Inc., a Delaware corporation (“Parent”), each Sponsor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, as primary obligors and not merely sureties, severally (and not jointly or jointly and severally), subject to the Cap (as defined below), the due and punctual payment, performance and discharge when required of its percentage (such percentage for each Sponsor as set forth opposite such Sponsor’s name on Schedule A hereto, its “Maximum Sponsor Percentage”) of all payment obligations of Parent pursuant to Section 8.5(a) or (c) of the Merger Agreement following the termination of the Merger Agreement (the “Obligations”); provided that in no event shall any Sponsor’s aggregate liability under this Guaranty exceed an amount equal to such Sponsor’s Maximum Sponsor Percentage of $100,000,000.00 (such amount, the “Cap”). Notwithstanding anything in this Guaranty, the Merger Agreement or any other agreement to the contrary, the Guaranteed Party hereby agrees that the liability of each Sponsor hereunder shall be several (and not joint or joint and several) based upon its respective Maximum Sponsor Percentage of the Cap, and in no event shall any Sponsor be required to pay any amount to the Guaranteed Party or any Affiliate thereof under, in respect of, or in connection with this Guaranty in excess of such Sponsor’s Maximum Sponsor Percentage of the Cap. The parties hereto agree that this Guaranty may not be enforced without giving effect to the Cap and the immediately preceding sentence. The Guaranteed Party may, in its sole discretion, take any and all actions available hereunder or under applicable Law to enforce the Sponsor’s obligations hereunder in respect of such Obligations, subject to the terms and conditions of this Guaranty. In furtherance of the foregoing, the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action against each Sponsor for the full amount of such Sponsor’s Maximum Sponsor Percentage of the Obligations (subject to the Cap), regardless of whether action is brought against Parent or whether Parent is joined in any such action or actions. The Guaranteed Party agrees that it, its equityholders, and their respective Affiliates shall not assert any claim hereunder or under the Merger Agreement, directly or indirectly, that the Sponsors are liable for an aggregate amount in excess of the Cap or that any individual Sponsor is liable for an amount in excess of such Sponsor’s Maximum Sponsor Percentage of the Cap, except that the Company may assert a claim for specific performance of the Equity Commitment Letter to the extent permitted by Section 5 of the Equity Commitment Letter delivered to the Company by the Sponsors as of the date hereof (the “Equity Commitment Letter”) (it being understood that in no event shall the Company be permitted to both enforce the Equity Commitment Letter and receive payment under this Guaranty). All payments hereunder shall be made in lawful money of the United States in immediately available funds.


2. Nature of Guaranty. Subject to the express terms and conditions of this Guaranty (including the Cap), the Sponsors’ liability hereunder is absolute, unconditional and irrevocable irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Sponsors’ Obligations hereunder. This Guaranty is an unconditional guarantee of payment and not of collection. Notwithstanding any other provision of this Guaranty or the Merger Agreement to the contrary, the Guaranteed Party hereby covenants and agrees that the Sponsors may assert, as a defense to such payment or performance by the Sponsors under this Guaranty, or as an affirmative claim against the Guaranteed Party or any of its Affiliates, or any Person claiming by, through or on behalf of any of them, (a) any rights, remedies, set-offs and defenses that Parent could assert pursuant to the terms of the Merger Agreement or pursuant to any applicable Law in connection therewith (other than any such rights, remedies, set-offs and defenses arising out of, due to, or as a result of, the insolvency or bankruptcy of Parent or Merger Sub) and (b) any breach by the Guaranteed Party of any of the terms or provisions of this Guaranty.

3. Changes in Obligations; Certain Waivers.

(a) The Sponsors agree that the Guaranteed Party may at any time and from time to time, without notice to or further consent of the Sponsors, extend the time of payment of any of the Obligations, and may also enter into any agreement with Parent for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the Merger Agreement or of any other agreement between the Guaranteed Party and Parent without in any way impairing or affecting the Sponsors’ Obligations under this Guaranty. The Sponsors irrevocably and unconditionally agree that the Obligations of the Sponsors hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, any Sponsor or any other Person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the time, place or manner of payment of any of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof, except to the extent Parent has a defense to the payment of the Obligations under such rescission, waiver, compromise, consolidation or other amendment or modification; (iii) any change in the legal existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other Person (other than the Guaranteed Party or any of its Subsidiaries) interested in the transactions contemplated by the Merger Agreement; (iv) the existence of any claim, set-off or other right which a Sponsor may have at any time against Parent or the Guaranteed Party, whether relating to, arising out of or in connection with the Obligations or otherwise (other than those described in the last sentence of Section 2); (v) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations; or (vi) any absence of any notice, or knowledge by, the Sponsors of the existence or occurrence of any of the matters or events set forth in the foregoing subsections (i) through

 

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(v). To the fullest extent permitted by applicable Law, the Sponsors hereby expressly waive any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by the Guaranteed Party. The Sponsors waive promptness, diligence, notice of the acceptance of this Guaranty and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Obligations incurred and all other notices of any kind (except for notices to be provided pursuant to this Guaranty or to Parent and its counsel in accordance with the Merger Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of the Parent or any other Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its Affiliates). Notwithstanding anything to the contrary contained in this Guaranty or the Merger Agreement, the Guaranteed Party hereby covenants and agrees that (i) to the extent Parent is relieved of all or any portion of the Obligations (other than due to, in connection with, or as a result of, the insolvency or bankruptcy of Parent or Merger Sub), the Sponsors shall be similarly relieved of the Obligations under this Guaranty, (ii) the Sponsors may assert, as a defense to payment or performance by the Sponsors under this Guaranty, or as an affirmative claim against the Guaranteed Party or its Affiliates, or any Person claiming by, through or on behalf of any of them, any rights, remedies, set offs and defenses that Parent could assert pursuant to the terms of the Merger Agreement or pursuant to any applicable Law in connection therewith (other than any such rights, remedies set offs and defenses arising out of, due to, or as a result of, the insolvency or bankruptcy of Parent or Merger Sub), and (iii) any payment made by or on behalf of Parent to the Guaranteed Party in full or partial satisfaction of an Obligation shall reduce the total Obligations of the Sponsors under this Guaranty accordingly on a pro rata basis, based upon the percentages set forth on Schedule A hereto. Each Sponsor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and its obligations under this Guaranty (including without limitation the waivers set forth in this Guaranty) are knowingly made in contemplation of such benefits.

(b) The Guaranteed Party hereby covenants and agrees that it shall not institute or assert, and shall cause its equityholders, their respective Affiliates and any Person claiming by, through or on behalf of any of them not to institute or assert, any Proceeding or bring any other Claim (as defined in Section 9) of any kind whatsoever against the Sponsors or any Non-Parties (as defined in Section 9), except for claims: (i) against the Sponsors under and pursuant to this Guaranty, (ii) to the extent permitted by Section 5 of the Equity Commitment Letter with the Sponsors and (iii) against Parent under and pursuant to the Merger Agreement (collectively, “Retained Claims”).

(c) Except as explicitly set forth herein , each Sponsor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against Parent or any other Person interested in the transactions contemplated by the Merger Agreement that arise from the existence, payment, performance or enforcement of a Sponsor’s Obligations under or in respect of this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and

 

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any right to participate in any claim or remedy of the Guaranteed Party against Parent or such other Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or such other Person, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such Sponsor’s Maximum Sponsor Percentage of the Obligations (subject to the Cap) shall have been paid in full in cash; provided that each Sponsor shall have the right to cause any other Person to satisfy its Obligations to the Guaranteed Party hereunder. If any amount shall be paid to any Sponsor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Obligations, an amount equal to the lesser of (i) the amount paid to such Sponsor in violation of the immediately preceding sentence, and (ii) all amounts payable under this Guaranty, shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of such Sponsor and shall forthwith be paid or delivered by such Sponsor to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations, whether matured or unmatured, or to be held as collateral for any Obligations thereafter existing.

4. Effect on Certain Rights. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder except as explicitly set forth herein (including Section 9 hereof) or in the Merger Agreement. Subject to the terms, conditions and limitations hereof and of the Merger Agreement, each and every right, remedy and power hereby granted to the Guaranteed Party or allowed to it by applicable Law shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent or Merger Sub prior to proceeding against any Sponsor hereunder. The failure by the Guaranteed Party to pursue rights or remedies against Parent or Merger Sub or any other Person interested in the Transaction shall not relieve any Sponsor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Party under this Guaranty, subject to the provisions hereof.

5. Representations and Warranties. Each Sponsor hereby represents and warrants (and each Sponsor acknowledges that the Guaranteed Party has specifically relied on the truth and accuracy of the representations and warranties of such Sponsor contained in this Section 5 in entering into this Guaranty and the Merger Agreement) that:

(a) the execution, delivery and performance of this Guaranty have been duly authorized by all necessary action and do not contravene any provision of each Sponsor’s charter, partnership agreement, operating agreement or similar organizational documents or any applicable Law or material contract binding on such Sponsor or its assets;

 

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(b) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the due execution, delivery and performance of this Guaranty by such Sponsor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Guaranty;

(c) assuming the due execution and delivery of the Merger Agreement by all parties thereto and the due execution and delivery of this Guaranty by the Guaranteed Party, this Guaranty constitutes a legal, valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a Proceeding in equity or at law); and

(d) such Sponsor has the financial capacity to promptly pay and perform its obligations under this Guaranty, and all funds necessary for such Sponsor to fulfill its Obligations under this Guaranty and will continue to be available to such Sponsor for so long as this Guaranty shall remain in effect in accordance with Section 8.

6. Assignment. No Sponsor nor the Guaranteed Party may assign its respective rights, interests or obligations hereunder to any other Person (except by operation of applicable Law) without the prior written consent of the Guaranteed Party or each Sponsor, as the case may be; provided, however, that each Sponsor may assign, transfer or delegate all or part of its rights, interests and obligations hereunder, without the prior written consent of the Guaranteed Party, to any other Person to which it has allocated all or a portion of its investment commitment to Parent in accordance with the Equity Commitment Letter; provided, further, that no such assignment, transfer or delegation shall relieve such Sponsor of its obligations hereunder as a primary obligor. Any purported assignment in violation of this Section 6 shall be null and void.

7. Notices. All notices, requests, demands and other communications under this Guaranty shall be in writing and shall be deemed to have been given (i) when delivered personally by hand (with written confirmation of receipt and accompanied by email in accordance with clause (ii) of this Section 7), (ii) when sent by email (with email confirmation of receipt) or (iii) one (1) Business Day following the day sent by overnight courier , in each case at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this Section 7):

If to any Sponsor, to:

c/o Thomas H. Lee Partners, L.P.

100 Federal Street

Boston, MA 02210

Attention: Josh M. Nelson; Megan Preiner and Shari H. Wolkon

Email: [***]

 

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with a copy (which shall not constitute notice) to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

Attention: William M. Shields; Craig Marcus and Scott Abramowitz

Email:   william.shields@ropesgray.com and

     craig.marcus@ropesgray.com

     scott.abramowitz@ropesgray.com

If to the Guaranteed Party (prior to the Closing), to:

Agiliti, Inc.

11095 Viking Drive, Suite 300

Eden Prairie, Minnesota 55344

Attention: Lee Neumann

Email:   [***]

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention: Michael J. Aiello; Sachin Kohli

Email: michael.aiello@weil.com; sachin.kohli@weil.com

8. Continuing Guaranty. Unless terminated pursuant to this Section 8, this Guaranty may not be revoked or terminated and shall remain in full force and effect and shall be binding on each Sponsor, its successors and permitted assigns until the Obligations have been indefeasibly paid, observed, performed or satisfied in full. Notwithstanding the foregoing or anything to the contrary expressed in or implied by this Guaranty, this Guaranty shall terminate automatically and immediately and the Sponsors shall have no further obligations under this Guaranty as of the earliest of (a) the Closing, (b) ninety (90) days following the date of any valid termination of the Merger Agreement, except as to any claim for payment hereunder against a Sponsor asserted in writing by the Guaranteed Party prior to such date, in which case the termination date shall be the date when such claim is finally resolved by written agreement or a final, non-appealable judgment , (c) ninety (90) days following the Termination Date (the “Final Date”), except as to a claim for payment hereunder against a Sponsor asserted in writing by the Guaranteed Party prior to the Final Date, (d) the satisfaction of the Obligations in full pursuant to the terms hereof, and (e) any time when the Guaranteed Party, any of its equityholders, any of their respective Affiliates, or any Person claiming by, through or on behalf of any of them, asserts in any judicial proceeding that the provisions of Section 1, limiting each Sponsor’s aggregate liability, or the provisions of this Section 8 or Section 9 are illegal, invalid or unenforceable in whole or in part, or asserts that any Sponsor is liable in excess of its Maximum Sponsor Percentage of the Cap, or asserts any Claim related to this Guaranty or the transactions contemplated by the Merger Agreement against any Sponsor, Parent, or any Non-Party, other than a Retained Claim. In the event of any assertion of the types specified in clause (e) of the immediately preceding sentence, then: (i) the obligations of

 

6


the Sponsors under this Guaranty shall terminate ab initio and be null and void, (ii) if any Sponsor shall have previously made any payments under this Guaranty, such Sponsor(s) shall be entitled to recover and retain any and all such payments and (iii) neither the Sponsors nor any other Non-Party shall have any liability whatsoever (whether at law or in equity, whether sounding in contract, tort, statute or otherwise), to the Guaranteed Party, its equityholders, any of their respective Affiliates, or any other Person or entity in any way under or in connection with this Guaranty, the Merger Agreement or any other agreement or instrument delivered in connection therewith, or the transactions contemplated hereby or thereby.

9. No Recourse.

(a) The Guaranteed Party acknowledges, on behalf of itself, its equityholders, each of their respective Affiliates, and any Person claiming by, through or on behalf of any of them, that Parent has no assets other than certain contract rights (including under the Equity Commitment Letter with the Sponsors) and that no funds are expected to be contributed to Parent unless and until the Closing occurs.

(b) Notwithstanding anything that may be expressed or implied in this Guaranty to the contrary, by its acceptance hereof, the Guaranteed Party acknowledges, covenants and agrees, on behalf of itself, its direct or indirect equityholders, their respective Affiliates, and any Person claiming by, through or on behalf of any of them, that all Proceedings (in each case, whether at law or in equity, and whether sounding in contract, tort, statute or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Guaranty, or the negotiation, execution, performance or breach (whether willful, intentional, unintentional or otherwise) of this Guaranty, including, without limitation, any representation or warranty made or alleged to be made in, in connection with, or as an inducement to, this Guaranty (each of such above-described legal, equitable or other theories or sources of liability, a “Claim”) may be made or asserted only against (and are expressly limited to) the Sponsors as expressly identified in the preamble to and signature page(s) of this Guaranty. No Person who is not such a Sponsor (including, without limitation, (i) any past, present or future director, officer, employee, incorporator, member, partner, manager, direct or indirect equityholder, management company, Affiliate, agent, attorney, or representative of, and any financial advisor or lender to (all above-described Persons in this subclause (i), collectively, “Affiliated Persons”) a Sponsor or any Affiliate of a Sponsor, and (ii) any Affiliated Persons of such Affiliated Persons (the Persons in subclauses (i) and (ii), together with their respective successors, assigns, heirs, executors or administrators, collectively, “Non-Parties” and each, individually, a “Non-Party”)) shall have any liability or obligation whatsoever in respect of, based upon or arising out of any Claims.

(c) Without limiting the generality of the foregoing, to the maximum extent explicitly permitted or otherwise conceivable under any applicable Law, (i) the Guaranteed Party, on behalf of itself, its equityholders, their respective Affiliates, and any Persons claiming by, through or on behalf of any of them, hereby waives, releases and disclaims any and all Claims against all Non-Parties, including, without limitation, any Claims to avoid or disregard the entity form of any Sponsor or otherwise seek to impose any liability

 

7


arising out of, relating to or in connection with a Claim on any Non-Parties, whether a Claim granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, and (ii) the Guaranteed Party disclaims any reliance upon any Non-Parties with respect to the performance of this Guaranty or any representation or warranty made in, in connection with, or as an inducement to this Guaranty. This Section 9 shall survive the termination of this Guaranty.

(d) Notwithstanding anything to the contrary in this Guaranty, nothing herein shall limit the right of the Guaranteed Party to assert a Retained Claim.

10. Governing Law. THIS GUARANTY SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OR CHOICE OF LAW PRINCIPLES THEREOF.

11. Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.

(a) Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom, in the event any dispute arises out of or is related to this Guaranty, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Action relating to this Guaranty in any court other than the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom, (iv) waives any objection that it may now or hereafter have to the venue of any such Action in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom or that such Action was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 7. Each party hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 7 shall be effective service of process for any Action in connection with this Guaranty.

(b) EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS GUARANTY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION RELATED TO ANY OF ITS SUBSIDIARIES IN CONNECTION WITH THIS GUARANTY. EACH PARTY

 

8


HERETO CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11(B).

12. Entire Agreement. This Guaranty, together with the Merger Agreement and the Equity Commitment Letter, constitutes the entire agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among the parties hereto. All parties hereto acknowledge that each party and its counsel have participated in the drafting and negotiation of this Guaranty and that any rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Guaranty.

13. Amendments and Waivers. No amendment, waiver, supplement or modification of any provision of this Guaranty will be valid and binding unless it is in writing and signed, in the case of an amendment, supplement or modification, by the Sponsors and the Guaranteed Party or, in the case of waiver, by the party or parties against whom the waiver is to be effective. No waiver by any party hereto of any breach or violation of, or default under, this Guaranty, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any party hereto in exercising any right, power or remedy under this Guaranty will operate as a waiver thereof.

14. Severability. Any term or provision of this Guaranty that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction; provided, however, that this Guaranty may not be enforced without giving full force and effect to the Cap and the other limitations set forth in Section 1, Section 8 and Section 9.

15. Counterparts. This Guaranty may be executed and delivered (including by facsimile transmission or via portable document format (.pdf)) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

16. No Third Party Beneficiaries. The parties hereto hereby agree that their respective representations, warranties, agreements and covenants set forth herein are solely for the benefit of the other parties hereto and their successors and permitted assigns, in accordance with and subject to the terms of this Guaranty, and this Guaranty is not intended to, and does not, confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights or remedies hereunder; provided, however, that the Non-Parties are intended third-party beneficiaries of Section 9, and any and all Non-Parties may enforce such rights directly.

 

9


17. Confidentiality. This Guaranty shall be treated as strictly confidential and is being provided to the Guaranteed Party solely in connection with the Merger Agreement and the transactions contemplated thereby. This Guaranty may not be used, circulated, quoted or otherwise referred to in any document except the Merger Agreement or otherwise distributed to any Person without the prior written consent of each Sponsor. Notwithstanding the foregoing, this Guaranty may be provided to those of the Guaranteed Party’s Affiliates, advisors and representatives with a bona fide need to review this Guaranty in connection with the transactions contemplated by the Merger Agreement; provided, that the Guaranteed Party shall direct such Persons to treat this Guaranty as strictly confidential in accordance with (and shall be responsible for any dissemination of this Guaranty by such advisors in violation of) this Section 17; provided, that the Guaranteed Party may disclose such information to the extent required in connection with the enforcement of the terms of this letter, the Merger Agreement, the Equity Commitment Letter or any ancillary documents, or as required by law, any Governmental Entity, the applicable rules of any national securities exchange or in connection with any U.S. Securities and Exchange Commission filings in relation to the transactions contemplated by the Merger Agreement.

[Remainder of Page Intentionally Blank]

 

10


IN WITNESS WHEREOF, the parties have duly executed and delivered this Guaranty as of the date first above written.

 

SPONSORS:
THOMAS H. LEE EQUITY FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:   /s/ Joshua M. Nelson
Name:   Joshua M. Nelson
Title:   Authorized Signatory
THOMAS H. LEE PARALLEL FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:   /s/ Joshua M. Nelson
Name:   Joshua M. Nelson
Title:   Authorized Signatory
THL EXECUTIVE FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:   /s/ Joshua M. Nelson
Name:   Joshua M. Nelson
Title:   Authorized Signatory
THL FUND VIII COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its general partner
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member


By:   /s/ Joshua M. Nelson
Name:   Joshua M. Nelson
Title:   Authorized Signatory
SPONSORS (CONT.):
STEPSTONE H OPPORTUNITIES FUND, L.P.
By: StepStone H (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name:   Andrew Bratt
Title:   Deputy General Counsel
STEPSTONE CAPITAL PARTNERS IV, L.P.
By: StepStone Capital IV (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name:   Andrew Bratt
Title:   Deputy General Counsel
STEPSTONE CAPITAL PARTNERS IV OFFSHORE HOLDINGS, L.P.
By: StepStone Capital IV (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name:   Andrew Bratt
Title:   Deputy General Counsel
STEPSTONE CAPITAL PARTNERS IV EUROPE HOLDINGS SCSP
By: StepStone Group LP, its portfolio manager
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name:   Andrew Bratt
Title:   Deputy General Counsel


STEPSTONE K STRATEGIC OPPORTUNITIES FUND III, L.P.
By: StepStone K Opportunities (GP), LLC, its general partner
By: StepStone Partners, L.P., its sole member
By: StepStone Group LP, its general partner
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE KF PRIVATE EQUITY FUND II, L.P.
By: StepStone KF (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE MAPLE OPPORTUNITIES FUND, L.P.
[in respect of its underlying limited partner GCUT]
By: StepStone Maple (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel
STEPSTONE MAPLE OPPORTUNITIES FUND, L.P.
[in respect of its underlying limited partner UTMT]
By: StepStone Maple (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel


STEPSTONE P OPPORTUNITIES FUND, L.P.
By: StepStone P (GP), LLC, its general partner
By: StepStone Group LP, its sole member
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel
SUNSTONE PE OPPORTUNITIES FUND, LLC
By: StepStone Group LP, its manager
By: StepStone Group Holdings LLC, its general partner
By:   /s/ Andrew Bratt
Name: Andrew Bratt
Title: Deputy General Counsel

 

GUARANTEED PARTY:
AGILITI, INC.
By:   /s/ Thomas J. Leonard
Name: Thomas J. Leonard
Title: Chief Executive Officer

Exhibit (d)(7)

Execution Version

Waiver to

Amended and Restated Director Nomination Agreement

This waiver, dated as of February 20, 2024 (this “Waiver”), is delivered by THL Agiliti LLC, a Delaware limited liability company (the “THL Stockholder”) to Agiliti, Inc., a Delaware corporation (the “Company”). Reference is made to that certain Amended and Restated Director Nomination Agreement, dated as of April 26, 2021, by and among the Company and the THL Stockholder (the “Director Nomination Agreement”). Capitalized terms used herein but not defined herein are used as defined in the Director Nomination Agreement.

RECITALS

WHEREAS, subject to the terms of the Director Nomination Agreement, the THL Stockholder has the right to designate such number of members of each committee of the Board as set forth in Section 3 of the Director Nomination Agreement;

WHEREAS, the Company is considering potential strategic alternatives, which may include a potential sale transaction involving the Company (the “Possible Transaction”) and has determined it is advisable and in the best interest of the Company and its stockholders to designate, establish, appoint and authorize a special committee, which was formed on October 9, 2023 solely for the purpose of considering the Possible Transaction which may involve the THL Stockholder and/or Thomas H. Lee Partners, L.P. (together with their affiliates, “THL”), composed entirely of directors not affiliated or associated with THL (such committee, the “Special Committee”); and

WHEREAS, in order to mitigate actual or potential conflicts, if any, in connection with the Possible Transaction, the THL Stockholder intends to waive its rights under the Director Nomination Agreement to designate any directors to the Special Committee.

WAIVER

Subject to the terms and conditions herein, the THL Stockholder agrees to waive its rights under the Director Nomination Agreement to designate any directors to the Special Committee.

This Waiver shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof.

[Signature page follows]


THL Agiliti LLC
By:   /s/ Scott Sperling
Name: Scott Sperling
Title: Authorized Signatory

Accepted as of the date written above by:

 

Agiliti, Inc.
By:   /s/ Lee Neumann
Name: Lee Neumann
Title: Executive Vice President and General Counsel

 

[Signature Page to THL Waiver]

Exhibit 107

EX-FILING FEES

CALCULATION OF FILING FEE TABLES

SC 13E3

(Form Type)

Agiliti, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1 to Paragraph (a)(7)

 

       
     Proposed
Maximum
Aggregate Value
of
Transaction
 

Fee

rate

  Amount of
Filing Fee
       

Fees to Be Paid

  $390,260,021.28 (1)   0.00014760   $57,602.38(2)
       

Fees Previously Paid

      $57,602.38(3)
       

Total Transaction Valuation

  $390,260,021.28      
       

Total Fees Due for Filing

      $0
       

Total Fees Previously Paid

      $57,602.38
       

Total Fee Offsets

      $57,602.38
       

Net Fee Due

          $0.00

Table 2 to Paragraph (a)(7)

 

               
     Registrant or
Filer Name
  Form or
Filing Type
 

File

Number

 

Initial

Filing

Date

 

Filing

Date

  Fee Offset
Claimed
  Fee Paid
with Fee
Offset
Source
               

Fee Offset

Claims

  Agiliti, Inc.   PREM14C   001-40361   March 12, 2024     $57,602.38    
               

Fee Offset

Sources

  Agiliti, Inc.   PREM14C   001-40361       March 12, 2024       $57,602.38(3)

 

(1)

Solely for the purpose of calculating the filing fee, the aggregate value of the transaction was calculated by adding (a) 37,338,804 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) were issued and outstanding entitled to receive the per share merger consideration (which excludes the 98,195,398 Common Stock held by THL Agiliti LLC, excludes 122,045 Shares held by Thomas J. Leonard, but includes 9,015 shares underlying Restricted Stock Units), multiplied by the per share merger consideration of $10.00, plus (b) the product of 3,613,528 shares of Common Stock underlying outstanding options that have an exercise price less than $10.00, and $4.51 (which is the difference between the per share merger consideration of $10.00 and the weighted average exercise price of the outstanding options of $5.49 as of February 19, 2024); plus (c) the product of 57,497 shares of Common Stock underlying the outstanding 2021 Performance Restricted Stock Units and the per share merger consideration of $10.00. As of February 19, 2024, there were 135,647,232 shares of Common Stock issued and outstanding.

(2)

The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act, was calculated by multiplying $390,260,021.28 by 0.00014760.

(3)

Agiliti, Inc. previously paid $57,602.38 upon the filing of its Preliminary Information Statement on Schedule 14C on March 12, 2024, in connection with the transaction reported hereby.