Agiliti $32 Million Securities Class Action Settlement

Investors who held Agiliti Inc. common stock and received $10 per share in cash on May 7, 2024, during the company's acquisition by Thomas H. Lee Partners L.P. may be eligible to receive a cash payment from a class action settlement.

Thomas H. Lee Partners L.P. and several individual defendants agreed to pay $32 million to settle a stockholder class action lawsuit alleging they breached their fiduciary duties in connection with THL's acquisition of Agiliti. The lawsuit alleged the defendants timed the merger to capitalize on a temporary downturn in Agiliti's performance and ran a conflicted special committee process that produced an unfair price.

Who are the class members?

The settlement class includes all record holders and beneficial owners of Agiliti stock whose shares Thomas H. Lee Partners exchanged or offered to exchange for $10 per share in cash in relation to the merger with THL that closed on May 7, 2024.

Additional details

• Both individuals and entities can be class members.
• The class includes heirs, successors-in-interest, successors, transferees and assigns of eligible holders.
• The class is a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), meaning class members cannot exclude themselves from the settlement.

How much can class members get?

The total settlement fund is $32,000,000. The amount each class member receives depends on several factors:

• The number of eligible shares held at the closing of the merger on May 7, 2024
• The total number of eligible shares in the class
• The amount of the net settlement fund after court-approved deductions

The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation:

• Each class member's payment equals the number of eligible shares they held at closing times the per-share recovery.
• The per-share recovery is the net settlement fund divided by the total number of eligible shares.
• For shares held in a "street name" through a broker, the settlement administrator will distribute payments to Depository Trust & Clearing Corp. participants who will then distribute payments on a pro rata basis to beneficial owners.
• For shares held of record outside DTCC, the settlement administrator will distribute payments directly to the record owner.

No claim form needed to receive payment

Class members do not need to submit a claim form to receive payment. The settlement administrator will distribute payments the same way class members received the original $10 per share.

Settlement administrator's mailing address: Agiliti Stockholder Litigation, c/o A.B. Data Ltd., P.O. Box 170500, Milwaukee, WI 53217

$32 million settlement fund

The $32,000,000 settlement fund includes:

• Settlement administration costs: To be determined
• Attorneys' fees and expenses: Up to $8,000,000
• Service award to plaintiff: Up to $5,000
• Payments to eligible class members: Remainder of the fund

Important dates

• Fairness hearing: Sept. 17, 2026

When is the Agiliti stockholder class action settlement payout date?

The settlement administrator will issue payments to eligible class members after the court resolves any appeals and grants final approval of the settlement.

Why did this class action settlement happen?

The class action lawsuit alleged Thomas H. Lee Partners L.P. and several Agiliti directors and officers breached their fiduciary duties in connection with THL's acquisition of Agiliti. The plaintiff claimed the defendants timed the merger to capitalize on a temporary downturn in Agiliti's performance and that conflicts of interest undermined the special committee overseeing the sale process.

The defendants denied all allegations of wrongdoing but agreed to settle to avoid the costs, risks and delays of continued litigation.

Sources

1. Class notice