Robert Hayward, P.C. To Call Writer Directly: rhayward@kirkland.com | 300 North LaSalle Chicago, IL 60654 United States
+1 312 862 2000
www.kirkland.com | Facsimile: +1 312 862 2200 |
April 21, 2021
Via EDGAR Submission and Overnight Delivery
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Scott Anderegg Erin Jaskot | |||
| Re: | Agiliti, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed April 15, 2021 File No. 333-253947 | |||
Ladies and Gentlemen:
On behalf of Agiliti, Inc. (the “Company”), we are writing to respond to the comment raised in the letter to the Company, dated April 21, 2021, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), with respect to the above referenced Registration Statement on Form S-1 (the “Registration Statement”).
The text of the Staff’s comment has been included in this letter for your convenience, and we have numbered the paragraph below to correspond to the number in the Staff’s letter. In addition, the Company has revised the Registration Statement in response to the Staff’s comment and the Company is concurrently filing an amendment to the Registration Statement with this letter, which reflects these revisions. Page numbers in the text of the Company’s responses correspond to page numbers in the Registration Statement, as so amended.
Beijing Boston Dallas Hong Kong Houston London Los Angeles Munich New York Palo Alto Paris San Francisco Shanghai Washington, D.C.
Securities and Exchange Commission
April 21, 2021
Page 2
Principal Shareholders, page 123
1. Please disclose the natural person or persons who directly or indirectly exercise sole or shared voting or investment control over the shares held by THL Agiliti LLC. Refer to Item 403 of Regulation S-K. Please also revise your disclosure to clearly explain how your officers and directors, as a group, have beneficial ownership over 102,901,504 shares, as the disclosure currently indicates beneficial ownership of just over 4 million shares. To the extent that this is related to the relation of certain of your officers and directors to THL Agiliti LLC, please make this clear in the disclosure.
Response
The Company has updated its disclosure in Footnote 1 on page 124 to disclose the persons who directly or indirectly exercise sole or shared voting or investment control over the shares held by THL Agiliti LLC. The Company has also updated its disclosure on Page 123 to revise the total beneficial ownership held by directors, director nominees and executive officers as a group to exclude the shares beneficially held by THL Agiliti LLC.
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Securities and Exchange Commission
April 21, 2021
Page 3
We hope that the foregoing has been responsive to the Staff’s comment. Should you have any questions relating to any of the foregoing, please feel free to contact Robert M. Hayward, P.C. at (312) 862-2133.
Sincerely,
/s/ Robert Hayward, P.C.
Robert Hayward, P.C.
| cc: | James Pekarek |
Chief Financial Officer, Agiliti, Inc.