Federal Street Acquisition 10-Q 14 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 07, 2018
Entity Registrant Name	Federal Street Acquisition Corp.
Entity Central Index Key	1,701,821
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q2
Class A Common Stock
Entity Common Stock, Shares Outstanding		46,000,000
Class F Common Stock
Entity Common Stock, Shares Outstanding		11,500,000

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current Assets
Cash and cash equivalents	$ 4,389,688	$ 4,440,816
Prepaid expenses and other current assets	173,917	274,289
Total Current Assets	4,563,605	4,715,105
Deferred tax asset	753,629	4,671
Marketable securities held in Trust Account	464,138,429	461,549,163
Total Assets	469,455,663	466,268,939
Current liabilities
Accounts payable and accrued expenses	3,465,482	186,126
Income taxes payable	552,418
Total Current Liabilities	4,017,900	186,126
Deferred underwriting fees	16,100,000	16,100,000
Total Liabilities	20,117,900	16,286,126
Commitments (Note 4)
Common stock subject to possible redemption, 44,093,614 and 44,348,925 shares at redemption value at June 30, 2018 and December 31, 2017, respectively	444,337,762	444,982,812
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding
Additional paid-in capital	4,503,067	3,858,043
Retained earnings	495,593	1,140,643
Total Stockholders' Equity	5,000,001	5,000,001
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	469,455,663	466,268,939
Class A Common Stock
Stockholders' Equity
Common stock	191	165
Class F Common Stock
Stockholders' Equity
Common stock	$ 1,150	$ 1,150

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Shares subject to redemption	44,093,614	44,348,925
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	1,906,386	1,651,075
Common stock, shares outstanding	1,906,386	1,651,075
Class F Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	11,500,000	11,500,000
Common stock, shares outstanding	11,500,000	11,500,000

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS - USD ($)		3 Months Ended			6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2018
CONDENSED STATEMENT OF OPERATIONS
Operating costs		$ 3,169,211	$ 1,686	$ 1,686	$ 4,337,461
Loss from operations		(3,169,211)	(1,686)	(1,686)	(4,337,461)
Other income:
Interest income		1,959,691			3,469,534
Unrealized gain on marketable securities held in Trust Account		121,647			89,428
Other income, net		2,081,338			3,558,962
Loss before provision for income taxes		(1,087,873)	(1,686)	(1,686)	(778,499)
Benefit for income taxes		208,017			133,449
Net Loss		$ (879,856)	$ (1,686)	$ (1,686)	$ (645,050)
Weighted average shares outstanding, basic and diluted	[1]	13,174,724	10,000,000	10,000,000	13,162,965
Basic and diluted net loss per common share	[2]	$ (0.12)	$ 0	$ 0	$ (0.21)
[1]	June 30, 2018 excludes an aggregate of 44,093,614 shares subject to redemption and June 30, 2017 excludes 1,500,000 shares held by the initial stockholder that were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full.
[2]	Net loss per common share - basic and diluted excludes interest income attributable to common stock subject to redemption of $710,903 and $2,127,353 for the three and six months ended June 30, 2018, respectively (see Note 2).

CONDENSED STATEMENT OF OPERATI5

CONDENSED STATEMENT OF OPERATIONS (Parenthetical) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017
CONDENSED STATEMENT OF OPERATIONS
Shares subject to redemption	44,093,614	44,093,614	44,348,925
Shares held by initial stockholder subject to forfeiture				1,500,000
Net loss per common share - basic and diluted excludes interest income attributable to common stock subject to redemption	$ 710,903	$ 2,127,353

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2018
Cash Flows from Operating Activities:
Net loss	$ (1,686)	$ (645,050)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(3,469,534)
Unrealized gain on marketable securities held in Trust Account		(89,428)
Deferred tax		(748,958)
Changes in operating assets and liabilities:
Prepaid expenses		100,372
Accounts payable and accrued expenses	1,686	3,279,356
Income taxes payable		552,418
Net cash used in operating activities		(1,020,824)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account		969,696
Net cash provided by investing activities		969,696
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to initial stockholder	25,000
Proceeds from promissory note - related party	150,000
Payment of offering costs	(152,814)
Net cash provided by financing activities	22,186
Net Change in Cash and Cash Equivalents	22,186	(51,128)
Cash and Cash Equivalents - Beginning	0	4,440,816
Cash and Cash Equivalents - Ending	22,186	4,389,688
Non-Cash investing and financing activities:
Change in value of common stock subject to redemption		$ 645,050
Offering costs included in accrued offering costs	$ 115,314

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
	Jun. 30, 2018
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Federal Street Acquisition Corp. (the “Company”), is a blank check company incorporated in Delaware on March 21, 2017. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business transaction, one or more operating businesses that the Company has not yet identified (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on healthcare industry. All activity through June 30, 2018 relates to the Company’s formation, the consummation of its initial public offering of 46,000,000 units (the “Initial Public Offering”), the sale of 14,950,000 warrants (the “Private Placement Warrants”) in a private placement to the Company’s sponsor FS Sponsor LLC, an affiliate of Thomas H. Lee Partners (the “Sponsor”) and the identification and evaluation of prospective candidates for a Business Combination.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 23, 2018, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2017 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The interim results for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any future interim periods. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from the Company’s estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. Cash equivalents consist of money market accounts. As of June 30, 2018, cash equivalents amounted to $4,014,094. The Company did not have any cash equivalents as of December 31, 2017. Marketable securities held in Trust Account At June 30, 2018, the assets held in the trust account (the “Trust Account”) were substantially held in U.S. Treasury Bills. During the six months ended June 30, 2018, the Company withdrew $969,696 of interest income to pay for its franchise taxes and for working capital purposes. Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Weighted average shares at June 30, 2017 were reduced for the effect of an aggregate of 1,500,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Shares of common stock subject to possible redemption at June 30, 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the over-allotment) and Private Placement Warrants to purchase 37,950,000 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods. Reconciliation of Net Loss per Share The Company’s net loss is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended June 30, Six Months For the Period 2018 2017 2018 2017 Net loss $ ) $ ) $ ) $ ) Less: Income attributable to ordinary shares subject to redemption ) — ) — Adjusted net loss $ ) $ ) $ ) $ ) Weighted average shares outstanding, basic and diluted Basic and diluted net loss per common share $ ) $ ) $ ) $ )

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2018
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	3. RELATED PARTY TRANSACTIONS Administrative Services Agreement The Company entered into an agreement whereby, commencing from the effective date of the Initial Public Offering through the earlier of the consummation of a Business Combination and the Company’s liquidation, the Company will pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and administrative support. For the three and six months ended June 30, 2018, the Company incurred $30,000 and $60,000 in fees for these services.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2018
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	4. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on July 18, 2017, the holders of the shares of Class F common stock (the “Founder Shares”), the Private Placement Warrants (and their underlying securities) and any warrants that may be issued upon conversion of any working capital loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of three and one-half percent (3.5%) of the gross proceeds of the Initial Public Offering, or $16,100,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2018
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	5. STOCKHOLDERS’ EQUITY Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At June 30, 2018 and December 31, 2017, there were no shares of preferred stock issued or outstanding. Class A Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At June 30, 2018 and December 31, 2017, there were 1,906,386 and 1,651,075 shares of Class A common stock issued and outstanding (excluding 44,093,614 and 44,348,925 shares of common stock subject to possible redemption), respectively. Class F Common Stock — The Company is authorized to issue 20,000,000 shares of Class F common stock with a par value of $0.0001 per share. At June 30, 2018 and December 31, 2017, there were 11,500,000 shares of Class F common stock issued and outstanding.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2018
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	6. FAIR VALUE MEASUREMENTS The Company follows the guidance in Accounting Standards Codification (“ASC”) 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2018 and December 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Marketable securities held in Trust Account 1 $ $

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2018
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	7. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Other than as described below, Company did not identify any additional subsequent events that would have required adjustment or disclosure in the financial statements On August 13, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to effect an initial business combination, by and among the Company, Agiliti, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Agiliti”), its subsidiaries (as defined in the Merger Agreement), UHS Holdco, Inc., a Delaware corporation (“UHS”), IPC/UHS Co-Investment Partners, L.P., a Delaware limited partnership, solely in its capacity as a Majority Stockholder, and IPC/UHS, L.P., a Delaware limited partnership, solely in its capacity as a Majority Stockholder and the Stockholders’ Representative (together with IPC/UHS Co-Investment Partners, L.P., the “Majority Stockholders”). Pursuant to the Merger Agreement, a business combination between the Company and UHS (the “UHS Business Combination”) will be effected through a series of mergers (the “Mergers”) and certain contributions. As a result of the Mergers and the contributions, the Company will become a wholly-owned subsidiary of Agiliti, UHS will become a wholly-owned subsidiary of the Company, and Agiliti will become a publicly traded company. The aggregate purchase price for the UHS Business Combination and related transactions implies an initial enterprise value for the combined company of approximately $1.74 billion. The consideration to be paid to holders of equity interests in UHS will be approximately $1.58 billion, subject to certain adjustments contained in the Merger Agreement, including reduction for indebtedness and certain transaction expenses and subject to a working capital adjustment. The purchase price will be paid in a combination of stock and cash consideration. The stock consideration will consist of a number of newly issued shares of Agiliti’s common stock to be distributed to equity holders of UHS approximately equal to $335.0 million divided by $10.00. The amount of stock consideration may be decreased (and cash consideration increased) to the extent of cash available following cash payments required by the Merger Agreement, including payments to any Company public stockholders electing redemption of their Class A common stock. The remainder of the merger consideration will be paid in cash. The Merger Agreement contains representations and warranties of the parties thereto with respect to, among other things, (a) entity organization, formation and authority, (b) authorization to enter into the Merger Agreement, (c) capital structure, (d) consents and approvals, (e) financial statements, (f) liabilities, (g) real estate, (h) litigation,(i) material contracts, (j) taxes, (k) title to assets, (l) absence of changes, (m) environmental matters, (n) employee matters, (o) licenses and permits, (p) compliance with laws, and (q) regulatory matters. On August 13, 2018, concurrently with the entry into the Merger Agreement, the Company and Agiliti entered into subscription agreements with certain institutional investors and with THL Agiliti LLC (“THL Agiliti”) (an affiliate of the Sponsor), pursuant to which the investors have agreed to purchase in the aggregate $250.0 million in shares of Class A common stock of the Company at a purchase price of $10.00 per share on a private placement basis (the “Private Placement”). The shares issued by the Company in the Private Placement will be converted into shares of common stock of Agiliti pursuant to the Mergers. The proceeds from the Private Placement will be used to partially fund the cash consideration to be paid to UHS’ equityholders at closing. In connection with the entry into the Merger Agreement, Umpire Cash Merger Sub, a subsidiary of the Company, has received commitments from JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., KeyBanc Capital Markets Inc. and KeyBank National Association to provide debt financing for senior secured credit facilities comprised of a $660.0 million delayed draw first lien term loan facility and a $150.0 million first lien revolving credit facility, and Umpire Cash Merger Sub has entered into customary commitment letters in connection therewith. Consummation of the UHS Business Combination is subject to customary and other closing conditions, including regulatory approvals, approval by the Company’s stockholders, and that there be a minimum amount of cash available to pay the cash portion of the merger consideration, repay existing indebtedness and make other required cash payments at closing. There is no guarantee that the closing conditions will be met. More information on these conditions will be included in the combined preliminary proxy statement/prospectus that the Company and Agiliti intend to file with the Securities and Exchange Commission.

SUMMARY OF SIGNIFICANT ACCOUN14

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation	Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 23, 2018, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2017 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The interim results for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any future interim periods.
Use of estimates	Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from the Company’s estimates.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. Cash equivalents consist of money market accounts. As of June 30, 2018, cash equivalents amounted to $4,014,094. The Company did not have any cash equivalents as of December 31, 2017.
Marketable securities held in Trust Account	Marketable securities held in Trust Account At June 30, 2018, the assets held in the trust account (the “Trust Account”) were substantially held in U.S. Treasury Bills. During the six months ended June 30, 2018, the Company withdrew $969,696 of interest income to pay for its franchise taxes and for working capital purposes.
Net loss per common share	Net loss per common share Net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Weighted average shares at June 30, 2017 were reduced for the effect of an aggregate of 1,500,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Shares of common stock subject to possible redemption at June 30, 2018, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the over-allotment) and Private Placement Warrants to purchase 37,950,000 shares of Class A common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the periods. Reconciliation of Net Loss per Share The Company’s net loss is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows: Three Months Ended June 30, Six Months For the Period 2018 2017 2018 2017 Net loss $ ) $ ) $ ) $ ) Less: Income attributable to ordinary shares subject to redemption ) — ) — Adjusted net loss $ ) $ ) $ ) $ ) Weighted average shares outstanding, basic and diluted Basic and diluted net loss per common share $ ) $ ) $ ) $ )

SUMMARY OF SIGNIFICANT ACCOUN15

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summary of basic and diluted loss per common share	Three Months Ended June 30, Six Months For the Period 2018 2017 2018 2017 Net loss $ ) $ ) $ ) $ ) Less: Income attributable to ordinary shares subject to redemption ) — ) — Adjusted net loss $ ) $ ) $ ) $ ) Weighted average shares outstanding, basic and diluted Basic and diluted net loss per common share $ ) $ ) $ ) $ )

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2018
FAIR VALUE MEASUREMENTS
Schedule of Company's assets that are measured on a recurring basis	Description Level June 30, December 31, Assets: Marketable securities held in Trust Account 1 $ $

DESCRIPTION OF ORGANIZATION A17

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - Class A Common Stock	6 Months Ended
	Jun. 30, 2018shares
IPO
Common stock issued to initial stockholder (in shares)	46,000,000
Over-allotment option
Common stock issued to initial stockholder (in shares)	14,950,000

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	6 Months Ended
	Jun. 30, 2018USD ($)
Cash and cash equivalents
Cash equivalents	$ 4,014,094
Marketable securities held in Trust Account
Withdrew of interest income	$ 969,696

SUMMARY OF SIGNIFICANT ACCOUN19

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net loss per common share (Details) - shares	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Net loss per common share
Weighted average shares of common stock that were subject to forfeiture		1,500,000
Class A Common Stock | IPO and Private Placement Warrants
Net loss per common share
Issuable shares of warrants excluded from computation of diluted EPS	37,950,000

SUMMARY OF SIGNIFICANT ACCOUN20

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Share (Details) - USD ($)		3 Months Ended			6 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2018
Reconciliation of Net Loss per Share
Net loss		$ (879,856)	$ (1,686)	$ (1,686)	$ (645,050)
Less: Income attributable to ordinary shares subject to redemption		(710,903)			(2,127,353)
Adjusted net loss		$ (1,590,759)	$ (1,686)	$ (1,686)	$ (2,772,403)
Weighted average shares outstanding, basic and diluted	[1]	13,174,724	10,000,000	10,000,000	13,162,965
Basic and diluted net loss per common share	[2]	$ (0.12)	$ 0	$ 0	$ (0.21)
[1]	June 30, 2018 excludes an aggregate of 44,093,614 shares subject to redemption and June 30, 2017 excludes 1,500,000 shares held by the initial stockholder that were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full.
[2]	Net loss per common share - basic and diluted excludes interest income attributable to common stock subject to redemption of $710,903 and $2,127,353 for the three and six months ended June 30, 2018, respectively (see Note 2).

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - Affiliate of Sponsor - Administrative Support Agreement - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018
Administrative Support Agreement
Monthly service fees		$ 10,000
Service fees incurred	$ 30,000	$ 60,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	6 Months Ended
	Jun. 30, 2018USD ($)
COMMITMENTS AND CONTINGENCIES
Percentage of deferred discount to underwriters	3.50%
Deferred underwriting fees	$ 16,100,000

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details)	6 Months Ended
	Jun. 30, 2018Vote$ / sharesshares	Dec. 31, 2017$ / sharesshares
Stockholders' Equity
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Shares subject to redemption	44,093,614	44,348,925
Class A Common Stock
Stockholders' Equity
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Number of votes | Vote	1
Common stock, shares issued	1,906,386	1,651,075
Common stock, shares outstanding	1,906,386	1,651,075
Class F Common Stock
Stockholders' Equity
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued	11,500,000	11,500,000
Common stock, shares outstanding	11,500,000	11,500,000

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Assets:
Marketable securities held in Trust Account	$ 464,138,429	$ 461,549,163
Recurring | Level 1
Assets:
Marketable securities held in Trust Account	$ 464,138,429	$ 461,549,163

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Events $ / shares in Units, shares in Millions, $ in Millions	Aug. 13, 2018USD ($)$ / sharesshares
Private Placement | Class A Common Stock
Subsequent Events
Common stock issued per share price | $ / shares	$ 10
Aggregate purchase price of common stock issued	$ 250
UHS Business combination
Subsequent Events
Purchase price	1,740
UHS Business combination | UHS
Subsequent Events
Purchase price	$ 1,580
Newly issued shares of Agiliti's Common stock distributed to equity holders | shares	33.5
Umpire Cash Merger Sub | Secured Debt
Subsequent Events
Long-Term Debt	$ 660
Umpire Cash Merger Sub | Revolving Credit Facility
Subsequent Events
Long-Term Debt	$ 150