Основная статистика
| CIK | 1815849 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ATI Physical Therapy, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| March 18, 2025 |
ATI Physical Therapy, Inc. Insider Trading and Regulation FD Policy Exhibit 19.1 ATI Physical Therapy, Inc. Insider Trading and Regulation FD Policy I.INTRODUCTION A.Purpose The purpose of this Insider Trading and Regulation FD Policy (this “Policy”) is to help ATI Physical Therapy, Inc. and its subsidiaries (the “Company”) comply with U.S. federal and state securities laws, as well as similar laws in other countries where the Company does business, and to preserv |
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| March 18, 2025 |
FIRST AMENDMENT TO LONG-TERM CASH INCENTIVE AWARD Exhibit 10.27 FIRST AMENDMENT TO LONG-TERM CASH INCENTIVE AWARD This First Amendment (the “Amendment”) to that certain Long-Term Cash Incentive Award Agreement dated April 1, 2024 (the “Original Agreement”), a copy of which is included as Exhibit A to this Agreement, by ATI Physical Therapy, Inc. (the “Company”), and Christopher Cox, is made as of February 18, 2025 (the “Amendment Date”). The term |
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| March 18, 2025 |
Exhibit 10.26 04/01/2024 CHRISTOPHER COX Via electronic mail Re: Long-Term Cash Incentive Award Dear CHRISTOPHER COX : On behalf of ATI Physical Therapy (“ATI” or the “Company”), this letter (this “Agreement”) outlines the terms and conditions of your Long-Term Cash Incentive Award. This award is being granted in lieu of the specified restricted stock and options grant contemplated for 2024 by Sec |
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| March 18, 2025 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of the date of the Annual Report on Form 10-K of which this Exhibit is a part, ATI Physical Therapy, Inc. (the “Company” or “ATI”) had two classes of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Excha |
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| March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physical Therap |
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| March 18, 2025 |
Exhibit 10.25 April 1, 2024 SHARON A VITTI Via electronic mail Re: Long-Term Cash Incentive Award Dear SHARON A VITTI : On behalf of ATI Physical Therapy (“ATI” or the “Company”), this letter (this “Agreement”) outlines the terms and conditions of your Long-Term Cash Incentive Award. This award is being granted in lieu of the specified restricted stock and options grant contemplated for 2024 by Se |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-39439 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in i |
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| March 11, 2025 |
As filed with the Securities and Exchange Commission on March 10, 2025 As filed with the Securities and Exchange Commission on March 10, 2025 Registration No. |
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| March 11, 2025 |
As filed with the Securities and Exchange Commission on March 10, 2025 As filed with the Securities and Exchange Commission on March 10, 2025 Registration No. |
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| March 11, 2025 |
As filed with the Securities and Exchange Commission on March 10, 2025 As filed with the Securities and Exchange Commission on March 10, 2025 Registration No. |
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| March 11, 2025 |
As filed with the Securities and Exchange Commission on March 10, 2025 As filed with the Securities and Exchange Commission on March 10, 2025 Registration No. |
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| March 11, 2025 |
As filed with the Securities and Exchange Commission on March 10, 2025 As filed with the Securities and Exchange Commission on March 10, 2025 Registration No. |
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| March 4, 2025 |
FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT Exhibit 10.1 FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of March 3, 2025 (this “Amendment”), by and among ATI Physical Therapy, Inc., a Delaware corporation (the “Issuer”), Wilco Holdco, Inc., a Delaware corporation (“Intermediate Parent”), Wilco Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), ATI Holdings Acquisition, Inc., |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissio |
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| March 4, 2025 |
ATI Physical Therapy Closes $26 Million 8% Second Lien PIK Convertible Note Financing Exhibit 99.1 FOR IMMEDIATE RELEASE ATI Physical Therapy Closes $26 Million 8% Second Lien PIK Convertible Note Financing Downers Grove, Ill. – March 4, 2025 – ATI Physical Therapy, Inc. (OTCMKTS: ATIP) (“ATI” or the “Company”), a nationally recognized outpatient physical therapy provider in the United States, announced today that on March 3, 2025, it closed a $26 million 8% second lien PIK convert |
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| January 16, 2025 |
Exhibit (a)(5)(D) FOR IMMEDIATE RELEASE ATI Physical Therapy Announces the Termination of its Tender Offer to Purchase Up to 1,650,000 Shares of its Class A Common Stock at a Purchase Price of $2. |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Schedule TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ATI PHYSICAL THERAPY, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 00216W208 (CUSIP Number of Cl |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 13, 2025 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39439 (C |
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| January 8, 2025 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 8, 2025 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39439 (Co |
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| January 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Schedule TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ATI PHYSICAL THERAPY, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 00216W208 (CUSIP Number of Cl |
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| January 3, 2025 |
Exhibit (a)(5)(C) IMPORTANT INFORMATION ABOUT THE OFFER TO PURCHASE FOR CASH CLASS A COMMON STOCK OF ATI PHYSICAL THERAPY, INC. |
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| January 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Schedule TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ATI PHYSICAL THERAPY, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 00216W208 (CUSIP Number of Cl |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 18, 2024 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39439 ( |
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| December 17, 2024 |
Exhibit (a)(1)(D) Offer to Purchase for Cash by ATI PHYSICAL THERAPY, INC. of Up to 1,650,000 Shares of its Class A Common Stock at an Offer Price of $2.85 Per Share Pursuant to the Offer to Purchase dated December 17, 2024 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, AT THE END OF JANUARY 15, 2025, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH |
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| December 17, 2024 |
Exhibit 107 Calculation of Filing Fee Table SC TO (Form Type) ATI Physical Therapy, Inc. |
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| December 17, 2024 |
Exhibit (a)(1)(B) LETTER OF TRANSMITTAL For Tender of Shares of Class A Common Stock of ATI PHYSICAL THERAPY, INC. |
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| December 17, 2024 |
Exhibit (a)(5)(A) FOR IMMEDIATE RELEASE ATI Physical Therapy Announces Commencement of Tender Offer to Purchase Up to 1,650,000 Shares of its Class A Common Stock at a Purchase Price of $2. |
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| December 17, 2024 |
AMENDMENT NO. 3 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO PARENT LOAN GUARANTY Exhibit 10.4 AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO PARENT LOAN GUARANTY AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO PARENT LOAN GUARANTY, dated as of December 12, 2024 (this “Agreement”), by and among ATI Holdings Acquisition, Inc., a Delaware corporation (the “Borrower”), Wilco Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), each Parent Loan G |
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| December 17, 2024 |
EX-99.1 2 d920068dex991.htm EX-99.1 Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Class A Common Stock, $0.0001 par value per share, of ATI Physical Therapy, |
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| December 17, 2024 |
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT Exhibit 10.1 THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of December 12, 2024 (this “Amendment”), by and among ATI Physical Therapy, Inc., a Delaware corporation (the “Issuer”), Wilco Holdco, Inc., a Delaware corporation (“Intermediate Parent”), Wilco Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), ATI Holdings Acquisition, Inc. |
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| December 17, 2024 |
Exhibit 3.1 FIRST CERTIFICATE OF AMENDMENT TO FIRST AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES A SENIOR PREFERRED STOCK OF ATI PHYSICAL THERAPY, INC. FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON DECEMBER 17, 2024 Pursuant to Section 151 of the General Corporation Law of the State of Delaware Pursuant to Section 151 of the General Corporation law of the State of Delaw |
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| December 17, 2024 |
Exhibit 10.3 STRICTLY CONFIDENTIAL Execution Version ESCROW AGREEMENT This Escrow Agreement, dated this 12th day of December, 2024 (the “Escrow Agreement”), is entered into by and among ATI Physical Therapy, Inc., a Delaware Corporation (“ATI”), Caspian Capital Solutions Fund L.P. (“Caspian”), Onex Capital Solutions Holdings, LP (“Onex,” and together with Caspian, the “Purchaser Parties,” and each |
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| December 17, 2024 |
Exhibit (d) NON-TENDER AGREEMENT This NON-TENDER AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of December 14, 2024, is entered into by and among the persons listed on Schedule A hereto (each a “Stockholder” and collectively, the “Stockholders”), in each such person’s capacity as a stockholder of ATI Physical Therapy, Inc. |
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| December 17, 2024 |
TABLE OF CONTENTS Exhibit (a)(1)(A) ATI PHYSICAL THERAPY, INC. Offer to Purchase for Cash up to 1,650,000 Shares of its Class A Common Stock at an Offer Price of $2.85 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, AT THE END OF JANUARY 15, 2025, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION D |
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| December 17, 2024 |
Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY (Not to be Used for Signature Guarantee) To Tender Shares of Class A Common Stock by ATI Physical Therapy, Inc. |
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| December 17, 2024 |
Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| December 17, 2024 |
Exhibit (a)(1)(E) Offer to Purchase for Cash by ATI PHYSICAL THERAPY, INC. of Up to 1,650,000 Shares of its Class A Common Stock at an Offer Price of $2.85 Per Share Pursuant to the Offer to Purchase dated December 17, 2024 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, AT THE END OF JANUARY 15, 2025, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH |
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| December 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ATI PHYSICAL THERAPY, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Class A Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 00216W208 (CUSIP Number of Class of Securities) |
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| December 17, 2024 |
Exhibit (a)(5)(B) ATIP Tender Offer Employee Letter From: Sharon Vitti To: All Employees Subject: Strengthening ATI’s Financial Foundation Team, As we continue executing our strategic plan and positioning ATI for long-term growth, a key objective is to strengthen our financial foundation and simplify our capital structure. |
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| December 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commi |
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| December 17, 2024 |
ATIP / ATI Physical Therapy, Inc. / ADVENT INTERNATIONAL CORP/MA - SC 13D/A Activist Investment SC 13D/A 1 d920068dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* ATI PHYSICAL THERAPY, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 00216W109 (CUSIP Number) Amanda McGrady Morrison General Counsel and Chief Legal Officer A |
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| December 4, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A common stock (the "Common Stock), of ATI Physical Therapy, Inc. |
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| December 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 3, 2024 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39439 (C |
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| December 3, 2024 |
ATI Physical Therapy Receives Delisting Notice From the New York Stock Exchange Exhibit 99.1 FOR IMMEDIATE RELEASE ATI Physical Therapy Receives Delisting Notice From the New York Stock Exchange BOLINGBROOK, Ill – December 3, 2024 – ATI Physical Therapy, Inc. (NYSE: ATIP) (“ATI” or the “Company”), a nationally recognized outpatient physical therapy provider in the United States, today announced that it received notification from the New York Stock Exchange (“NYSE”) indicating |
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| December 2, 2024 |
SC 13D/A 1 sc13da5.htm SCHEDULE 13D, AMENDMENT NO. 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W208 (CUSIP Number) David N. Brooks Fortress Investment Group LLC 1345 Avenue of the |
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| November 25, 2024 |
SC 13D/A 1 sc13da4.htm SCHEDULE 13D, AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W208 (CUSIP Number) David N. Brooks Fortress Investment Group LLC 1345 Avenue of the |
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| November 18, 2024 |
SC 13D/A 1 sc13da3.htm SCHEDULE 13D, AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W208 (CUSIP Number) David N. Brooks Fortress Investment Group LLC 1345 Avenue of the |
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| November 8, 2024 |
SC 13D/A 1 sc13da2.htm SCHEDULE 13D - AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W208 (CUSIP Number) David N. Brooks Fortress Investment Group LLC 1345 Avenue of the |
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| November 8, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) EX-99.6 2 ex99-6.htm EXHIBIT 99.6 - JOINT FILING AGREEMENT Exhibit 99.6 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned with respect to the Class A Common Stock, par value $0.0001 per share, of ATI Physical Therapy, Inc., and that all subsequent amendments to this state |
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| November 4, 2024 |
ATI Physical Therapy Reports Third Quarter 2024 Results ATI Physical Therapy Reports Third Quarter 2024 Results BOLINGBROOK, IL – November 4, 2024 – ATI Physical Therapy, Inc. |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physic |
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| November 4, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 4, 2024 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39439 (C |
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| October 2, 2024 |
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT Exhibit 10.1 EXECUTION VERSION SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of October 2, 2024 (this “Amendment”), by and among ATI Physical Therapy, Inc., a Delaware corporation (the “Issuer”), Wilco Holdco, Inc., a Delaware corporation (“Intermediate Parent”), Wilco Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), ATI Holdings |
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| October 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2024 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commiss |
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| August 5, 2024 |
ATI Physical Therapy Reports Second Quarter 2024 Results Drove Continued Growth in Visits, Rate per Visit, Revenue and Adjusted EBITDA Advanced Company's Capacity to Expand Patient Access to High-Quality Care BOLINGBROOK, IL – August 5, 2024 – ATI Physical Therapy, Inc. |
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| August 5, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 5, 2024 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39439 (Com |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physical Th |
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| June 20, 2024 |
UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS Exhibit 99.1 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS In re ATI Physical Therapy, Inc. Shareholder Derivative Litigation Case No. 1:21-cv-06415 This Document Relates To: DEMAND FOR JURY TRIAL ALL ACTIONS [Caption continued on the next page] IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE PHILLIP GOLDSTEIN, Plaintiff, v. FORTRESS ACQUISITION SPONSOR II, LLC, LABEED DIAB, JOSEPH |
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| June 20, 2024 |
ATI Physical Therapy Provides Settlement Notice Exhibit 99.3 ATI Physical Therapy Provides Settlement Notice BOLINGBROOK, IL – June 20, 2024 – ATI Physical Therapy, Inc. (NYSE: ATIP), a nationally recognized outpatient physical therapy provider in the United States, today provided a settlement notice, which is attached to this press release and has been posted to the investor relations section of ATI’s website at Derivative Settlement. About AT |
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| June 20, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissio |
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| June 20, 2024 |
UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS Exhibit 99.2 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS In re ATI Physical Therapy, Inc. Shareholder Derivative Litigation Case No. 1:21-cv-06415 This Document Relates To: ALL ACTIONS DEMAND FOR JURY TRIAL [Caption continued on the next page] IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE PHILLIP GOLDSTEIN, Plaintiff, v. FORTRESS ACQUISITION SPONSOR II, LLC, LABEED DIAB, JOSEPH |
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| June 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 12, 2024 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39439 (Comm |
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| June 12, 2024 |
Exhibit 10.4 Amendment No. 3 to the ATI Physical Therapy, Inc. 2021 EQUITY INCENTIVE PLAN As adopted by resolution of the Board of Directors on April 25, 2024 The ATI Physical Therapy Inc. 2021 Equity Incentive Plan (“Plan”) is hereby amended by replacing Section 4.1 with the following: 4.1 Number of Shares Reserved. Subject to adjustment as provided in Section 4.2 and Section 4.4 hereof, the tota |
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| June 12, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) EX-99.1 2 dp212780ex9901.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint |
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| June 12, 2024 |
SC 13D/A 1 dp212780sc13da-2.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A (Amendment No. 2) Under the Securities Exchange Act of 1934 ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W208 (CUSIP Number) c/o Marathon Asset Management, L.P. 1 Bryant Park, 38th F |
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| May 21, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W109 (CUSIP Number) David N. Brooks Fortress Investment Group LLC 1345 Avenue of the Americas, 46th Floor New York, NY 10105 (212) 798-6100 |
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| May 21, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) EX-99 2 ex991.htm EXHIBIT 99.1 JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned with respect to the Class A Common Stock, par value $0.0001 per share, of ATI Physical Therapy, Inc., and that all subsequent amendments to this statement |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 13, 2024 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39439 (Commi |
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| May 10, 2024 |
SC 13D/A 1 dp211100sc13da-6.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A (Amendment No. 6) Under the Securities Exchange Act of 1934 ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W208 (CUSIP Number) Laura Torrado c/o Knighthead Capital Management, LLC 280 |
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| May 10, 2024 |
Joint Filing Agreement among the Reporting Persons, dated as of May 10, 2024. EX-99.1 2 dp211100ex9901.htm EXHIBIT 99.1 Exhibit 99.1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments ther |
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| May 6, 2024 |
ATI Physical Therapy Reports First Quarter 2024 Results Disciplined Execution of Clinic Operations Drove Continued Growth People Strategies and Culture Refresh Efforts Result in Exceptional Therapist Retention BOLINGBROOK, IL – May 6, 2024 – ATI Physical Therapy, Inc. |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physical T |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 6, 2024 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39439 (Commis |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Stat |
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| April 26, 2024 |
Your Vote Counts! *Please check the meeting materials for any special requirements for meeting attendance. |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 12, 2024 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39439 (Com |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physical Therap |
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| February 27, 2024 |
ATI PHYSICAL THERAPY, INC. CLAWBACK POLICY Exhibit 97.1 ATI PHYSICAL THERAPY, INC. CLAWBACK POLICY Introduction The Board of Directors (the “Board”) of ATI Physical Therapy, Inc.’(the “Company”) believes that it is in the best interests of the Company and its stockholders to maintain a culture that emphasizes integrity and accountability and that reinforces the Company's pay-for-performance compensation philosophy. The Board has, therefore |
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| February 27, 2024 |
ATI Physical Therapy, Inc. Insider Trading and Regulation FD Policy Exhibit 19.1 ATI Physical Therapy, Inc. Insider Trading and Regulation FD Policy I.INTRODUCTION A.Purpose The purpose of this Insider Trading and Regulation FD Policy (this “Policy”) is to help ATI Physical Therapy, Inc. and its subsidiaries (the “Company”) comply with U.S. federal and state securities laws, as well as similar laws in other countries where the Company does business, and to preserv |
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| February 27, 2024 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of the date of the Annual Report on Form 10-K of which this Exhibit is a part, ATI Physical Therapy, Inc. (the “Company” or “ATI”) had two classes of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Excha |
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| February 27, 2024 |
Exhibit 21.1 Subsidiary Name Jurisdiction of Organization / Incorporation Adient Alaska, LLC Delaware Advanced Physical Therapy, LLC Indiana Apple Physical Therapy, LLC Washington Athletic & Therapeutic Institute of Bourbonnais, LLC Illinois Athletic & Therapeutic Institute of Milwaukee, LLC Illinois Athletic & Therapeutic Institute of Naperville, LLC Illinois ATI Holdings Acquisition, Inc. Delawa |
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| February 26, 2024 |
ATI Physical Therapy Reports Fourth Quarter and Full Year 2023 Results Refreshed Corporate Leadership and Dedicated Field Team Expand Patient Access, Drove Sequential Growth every Quarter in Topline Revenue and Visits per Day Accelerated Execution of Clinic Operations and Geographic Footprint Strategies, Drove Sequential Improvement every Quarter in Revenue per Clinic and Visits per Day per Clinic Beat 2023 Revenue and Adjusted EBITDA1 Guidance BOLINGBROOK, IL – February 26, 2024 – ATI Physical Therapy, Inc. |
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| February 26, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 26, 2024 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39439 ( |
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| February 8, 2024 |
Joint Filing Agreement among the Reporting Persons, dated as of February 8, 2024. EX-99.1 2 dp206493ex9901.htm EXHIBIT 99.1 Exhibit 99.1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments ther |
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| February 8, 2024 |
Joint Filing Agreement among the Reporting Persons, dated as of February 8, 2024. EX-99.1 2 dp206494ex9901.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W208 (CUSIP Number) c/o Marathon Asset Management, L.P. 1 Bryant Park, 38th Floor New York, NY 10036 (212) 500-3000 (Name, |
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| February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A (Amendment No. 5) Under the Securities Exchange Act of 1934 ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W208 (CUSIP Number) Laura Torrado c/o Knighthead Capital Management, LLC 280 Park Avenue, 22nd Floor New York, NY 10017 (21 |
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| December 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 20, 2023 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39439 ( |
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| November 6, 2023 |
ATI Physical Therapy Reports Third Quarter 2023 Results Drove Continued Growth in Visits, Rate per Visit, Revenue and Adjusted EBITDA Reflecting Continuing Execution of Transformation Initiatives and Strong Demand for Physical Therapy Robust Therapist Hiring and Retention Results in Growing Clinician Base Advancing Company’s Capacity to Expand Patient Access to High-Quality Care BOLINGBROOK, IL – November 6, 2023 – ATI Physical Therapy, Inc. |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 6, 2023 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-39439 (C |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physic |
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| August 18, 2023 |
ATI Physical Therapy, Inc. 790 Remington Boulevard Bolingbrook, Illinois 60440 August 18, 2023 ATI Physical Therapy, Inc. 790 Remington Boulevard Bolingbrook, Illinois 60440 August 18, 2023 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549-3561 Attn: Conlon Danberg Re: ATI Physical Therapy, Inc. Registration Statement on Form S-3 (File No. 333-273843) Ladies and Gentlemen: We refer to the above referenced registratio |
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| August 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) ATI Physical Therapy, Inc. |
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| August 9, 2023 |
As filed with the Securities and Exchange Commission on August 9, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 9, 2023 Registration No. |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physical Th |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): August 7, 2023 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissi |
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| August 7, 2023 |
Exhibit 99.1 ATI Physical Therapy Reports Second Quarter 2023 Results Drove Growth in Visits per Day, Rate per Visit, Revenue and Adjusted EBITDA Reflecting Continued Execution of Transformation Initiatives and Strong Demand for Physical Therapy Improved Provider Productivity and Retention Provides 2023 Revenue and Adjusted EBITDA1 Guidance BOLINGBROOK, IL – August 7, 2023 – ATI Physical Therapy, |
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| July 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): June 28, 2023 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissio |
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| July 3, 2023 |
Exhibit 99.1 ATI Physical Therapy Receives NYSE Non-Compliance Letter Regarding Market Capitalization Requirements BOLINGBROOK, IL – JULY 3, 2023 – ATI Physical Therapy, Inc. (“ATI” or the “Company”) (NYSE: ATIP), a nationally recognized outpatient physical therapy provider in the United States, today announced that on June 28, 2023, the Company received a written notice (the “Notice”) from the Ne |
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| June 27, 2023 |
ATIP / ATI Physical Therapy Inc - Class A / CASPIAN CAPITAL LP - SC 13D Activist Investment SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. )* Under the Securities Exchange Act of 1934 ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W208 (CUSIP Number) Dominick Cromartie c/o Caspian Capital, LP 10 East 53rd Street, 35th Floor, New York, New York 10022 (212) 826-6 |
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| June 27, 2023 |
EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT is entered into as of June 26, 2023, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the Class A Common Stock, par value $0.0001 per share, of ATI Physical Therapy, Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W208 (CUSIP Number) c/o Marathon Asset Management, L.P. 1 Bryant Park, 38th Floor New York, NY 10036 (212) 500-3000 (Name, Address and Telephon |
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| June 26, 2023 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| June 26, 2023 |
ATIP / ATI Physical Therapy Inc - Class A / ONEX CORP - FORM SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W208 (CUSIP Number) Andrea E. Daly, Esq. c/o Onex Corporation 161 Bay Street P.O. Box 700 Toronto, ON, Canada, M5J 2S1 +1 (416) 362-7711 (Name, |
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| June 26, 2023 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknow |
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| June 22, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11. |
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| June 20, 2023 |
SCHEDULE 13D JOINT FILING AGREEMENT EX-99.1 2 dp195476ex9901.htm EXHIBIT 99.1 Exhibit 99.1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments ther |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A (Amendment No. 4) Under the Securities Exchange Act of 1934 ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W208 (CUSIP Number) Laura Torrado c/o Knighthead Capital Management, LLC 280 Park Avenue, 22nd Floor New York, NY 10017 (21 |
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| June 15, 2023 |
Exhibit 99.1 ATI Physical Therapy Completes Transaction Support Agreement to Increase Liquidity and Financial Flexibility BOLINGBROOK, IL – JUNE 15, 2023 – ATI Physical Therapy, Inc. (“ATI” or the “Company”) (NYSE: ATIP), a nationally recognized outpatient physical therapy provider in the United States, today announced that it has completed its previously disclosed Transaction Support Agreement (t |
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| June 15, 2023 |
Exhibit 3.2 CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF ATI PHYSICAL THERAPY, INC. FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON JUNE 15, 2023 Pursuant to Section 151 of the General Corporation Law of the State of Delaware Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), ATI Physical Therapy, Inc., a corporation duly organiz |
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| June 15, 2023 |
EX-10.7 7 brhc20054312ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Execution Version FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of June 15, 2023 (this “Amendment”), by and among ATI Physical Therapy, Inc., a Delaware corporation (the “Issuer”), Wilco Holdco, Inc., a Delaware corporation (“Intermediate Parent”), Wilco Intermediate Holdings, Inc., a Delaw |
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| June 15, 2023 |
CONSENT AGREEMENT TO AMENDMENT NO. 2 TO CREDIT AGREEMENT EX-10.3 4 brhc20054312ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version CONSENT AGREEMENT TO AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS CONSENT AGREEMENT, dated as of June 15, 2023 (this “Consent”), to Amendment No. 2 to Credit Agreement, dated as of April 17, 2023 (the “Second Amendment Agreement”), by and among ATI Holdings Acquisition, Inc., a Delaware corporation (the “Borrower”), Wilco Int |
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| June 15, 2023 |
Exhibit 3.1 FIRST AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES A SENIOR PREFERRED STOCK OF ATI PHYSICAL THERAPY, INC. FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON JUNE 15, 2023 Pursuant to Section 151 of the General Corporation Law of the State of Delaware Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), ATI Physical Therapy |
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| June 15, 2023 |
ATI PHYSICAL THERAPY, INC. REGISTRATION RIGHTS AGREEMENT EX-10.6 6 brhc20054312ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 ATI PHYSICAL THERAPY, INC. REGISTRATION RIGHTS AGREEMENT PREAMBLE THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 15, 2023 (the “Effective Date”) by and among ATI Physical Therapy, Inc., a Delaware corporation (the “Company”), and the other parties signatory hereto and any additional parties identified on the signa |
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| June 15, 2023 |
EX-10.5 5 brhc20054312ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FIRST AMENDMENT TO INVESTORS’ RIGHTS AGREEMENT AMONG ATI PHYSICAL THERAPY, INC. AND THE HOLDERS PARTY HERETO FROM TIME TO TIME Dated as of June 15, 2023 FIRST AMENDMENT TO INVESTORS’ RIGHTS AGREEMENT This FIRST AMENDMENT TO INVESTORS’ RIGHTS AGREEMENT (this “Amendment”), dated as of June 15, 2023, is made by and among ATI Physical Therapy, |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissio |
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| June 14, 2023 |
Exhibit 99.1 BOLINGBROOK, Ill., June 14, 2023 /PRNewswire/ - ATI Physical Therapy, Inc. (NYSE: ATIP) ("ATI" or the "Company"), a nationally recognized outpatient physical therapy provider in the United States, today announced that its Board of Directors has approved a one-for-fifty (1-for-50) reverse stock split (the “Reverse Stock Split”) of ATI’s Class A common stock, par value $0.0001 per share |
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| June 14, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT to the THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of ATI PHYSICAL THERAPY, INC. ATI PHYSICAL THERAPY, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: The name of the Corporation is ATI Physical Therapy, Inc. SECOND: The Corporation’s Th |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: June 14, 2023 (Date of earliest event reported) ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) DE 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 13, 2023 |
ATI Physical Therapy 2021 EQUITY INCENTIVE PLAN Exhibit 10.1 ATI Physical Therapy 2021 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the ATI Physical Therapy 2021 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended to advance the interests of |
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| June 13, 2023 |
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ATI PHYSICAL THERAPY, INC. June 13, 2023 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ATI PHYSICAL THERAPY, INC. June 13, 2023 ATI Physical Therapy, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “ATI Physical Therapy, Inc.” The Corporation was incorporated under the name Fortress Value Acqu |
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| June 13, 2023 |
Exhibit 10.3 Amendment No. 2 to the ATI Physical Therapy, Inc. 2021 EQUITY INCENTIVE PLAN As adopted by resolution of the Board of Directors on March 21, 2023 The ATI Physical Therapy Inc. 2021 Equity Incentive Plan (“Plan”) is hereby amended by replacing Section 4.1 with the following: 4.1 Number of Shares Reserved. Subject to adjustment as provided in Section 4.2 and Section 4.4 hereof, th |
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| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: June 13, 2023 (Date of earliest event reported) ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) DE 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 13, 2023 |
Exhibit 10.2 Amendment No. 1 to the ATI Physical Therapy, Inc. 2021 EQUITY INCENTIVE PLAN As adopted by resolution of the Board of Directors on April 13, 2022 The ATI Physical Therapy Inc. 2021 Equity Incentive Plan (“Plan”) is hereby amended by replacing Section 4.1 with the following: 4.1 Number of Shares Reserved. Subject to adjustment as provided in Section 4.2 and Section 4.4 hereof, th |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commission |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| May 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): May 8, 2023 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commission |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physical T |
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| May 8, 2023 |
Exhibit 99.1 ATI Physical Therapy Reports First Quarter 2023 Results Continued Execution of Transformation Initiatives Drove Growth in Net Revenue, Net Patient Revenue, Visits Per Day and Provider Productivity Capital Transactions to Increase Liquidity and Financial Flexibility Expected to Close in June 2023 BOLINGBROOK, IL – May 8, 2023 – ATI Physical Therapy (NYSE: ATIP) (“ATI” or the “Company”) |
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| May 1, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat |
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| April 21, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 4 Under the Securities Exchange Act of 1934 ATI PHYSICAL THERAPY, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 00216W109 (CUSIP Number) Copy to: Amanda McGrady Morrison General Counsel and Chief Legal Officer Advent International Corp |
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| April 21, 2023 |
EXECUTION VERSION Exhibit 10.3 NOTE PURCHASE AGREEMENT Dated as of April 17, 2023 among ATI PHYSICAL THERAPY, INC. as the Issuer, WILCO HOLDCO, INC. as the Intermediate Parent, WILCO INTERMEDIATE HOLDINGS, INC., as Holdings, ATI HOLDINGS ACQUISITION, INC. as Opco, THE PURCHASERS PARTY HERETO, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Purchaser Representative ARTICLE 1 DEFINITIONS 1 Section 1.01 |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A (Amendment No. 3) Under the Securities Exchange Act of 1934 ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W109 (CUSIP Number) Laura Torrado c/o Knighthead Capital Management, LLC 280 Park Avenue, 22nd Floor New York, NY 10017 (21 |
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| April 21, 2023 |
Exhibit 10.2 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of April 17, 2023 (this “Agreement”), by and among ATI Holdings Acquisition, Inc., a Delaware corporation (the “Borrower”), Wilco Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), each Subsidiary Guarantor (as defined in the Existing Credit Agreement referred to below) p |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissi |
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| April 21, 2023 |
Exhibit 10.1 Execution Version THIS AMENDED & RESTATED TRANSACTION SUPPORT AGREEMENT IS NOT AND SHALL NOT BE DEEMED AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS. NOTHING CONTAINED IN THIS AMENDED & RESTATED TRANSACTION SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE |
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| April 18, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
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| April 10, 2023 |
EX-16.1 2 brhc10051214ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 April 10, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by ATI Physical Therapy, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to item 4.01 of Form 8-K of ATI Physical Therapy, Inc. dated April 4 |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): April 4, 2023 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissio |
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| March 22, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ATI Physical Therapy, Inc. |
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| March 22, 2023 |
As filed with the U.S. Securities and Exchange Commission on March 22, 2023 As filed with the U.S. Securities and Exchange Commission on March 22, 2023 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware 85-1408039 (State or other jurisdiction of incorporation or organization) (I.R.S. Employ |
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| March 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): March 20, 2023 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) Commissio |
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| March 17, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 3 Under the Securities Exchange Act of 1934 ATI PHYSICAL THERAPY, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 00216W109 (CUSIP Number) Copy to: Amanda McGrady Morrison General Counsel and Chief Legal Officer Advent International Corp |
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| March 16, 2023 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED General The common stock and warrants to purchase common stock of ATI Physical Therapy, Inc. (the “Company”) are registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following descriptions summarize the mo |
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| March 16, 2023 |
Exhibit 99.1 ATI Physical Therapy Reports Fourth Quarter and Full Year 2022 Results Delivered on 2022 Revenue and Adjusted EBITDA1 Updated Guidance Completed Refreshment of Corporate Leadership Team with the Appointment of New Chief Operating Officer and Chief Growth Officer in the Fourth Quarter Enters Into Transaction Support Agreement to Increase Liquidity and Financial Flexibility BOLINGBROOK, |
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| March 16, 2023 |
exhibit101tsafullyexecu Execution Version WEIL:\99037057\16\18434.0011 THIS TRANSACTION SUPPORT AGREEMENT IS NOT AND SHALL NOT BE DEEMED AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS. NOTHING CONTAINED IN THIS TRANSACTION SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF T |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physical Therap |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): March 16, 2023 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissi |
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| March 3, 2023 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EX-1 2 brhc10049295ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE ATI PHYSICAL THERAPY, INC. ) ) C.A. No. 2023- VERIFIED PETITION FOR RELIEF PURSUANT TO 8 DEL. C. § 205 Petitioner ATI Physical Therapy, Inc. (“ATI” or the “Company”), by and through its undersigned counsel, brings this petition pursuant to 8 Del. C. § 205, seeking to have this Court vali |
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| March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2023 (March 2, 2023) ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorpora |
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| December 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): December 22, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commi |
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| December 22, 2022 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of December 16, 2022 (the ?Signing Date?), between ATI Physical Therapy, Inc. (the ?Company?) and Scott Gregerson (?Employee?). 1.0 RECITALS. 1.1 Employee and the Company are entering into this Agreement to set forth the terms and conditions of Employee?s employment with the Company or its af |
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| December 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): December 14, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commi |
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| December 14, 2022 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of November 28, 2022 (the ?Signing Date?), between ATI Physical Therapy, Inc. (the ?Company?) and Christopher Cox (?Employee?). 1.0 RECITALS. 1.1 Employee and the Company are entering into this Agreement to set forth the terms and conditions of Employee?s employment with the Company or its af |
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| November 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): November 28, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commi |
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| November 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): November 25, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commi |
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| November 25, 2022 |
ATI Physical Therapy Receives NYSE Continued Listing Standard Notice Exhibit 99.1 ATI Physical Therapy Receives NYSE Continued Listing Standard Notice BOLINGBROOK, IL – November 25, 2022 – ATI Physical Therapy, Inc. (“ATI” or the “Company”) (NYSE: ATIP), the largest single-branded outpatient physical therapy provider in the United States, announced today that it received formal notice from the New York Stock Exchange (the “NYSE”) on November 18, 2022, of non-compli |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physic |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): November 7, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commis |
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| November 7, 2022 |
ATI Physical Therapy Reports Third Quarter 2022 Results Exhibit 99.1 ATI Physical Therapy Reports Third Quarter 2022 Results BOLINGBROOK, IL ? November 7, 2022 ? ATI Physical Therapy, Inc. (?ATI? or the ?Company?) (NYSE: ATIP), the largest single-branded outpatient physical therapy provider in the United States, today reported financial results for the third quarter ended September 30, 2022. ?Despite a continuing tight labor market and other secular he |
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| November 7, 2022 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of November 2, 2022 (the ?Signing Date?), between ATI Physical Therapy, Inc. (the ?Company?) and Erik L. Kantz (?Employee?). 1.0 RECITALS. 1.1 Employee and the Company are entering into this Agreement to set forth the terms and conditions of Employee?s employment with the Company and to prote |
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| October 20, 2022 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A (Amendment No. 2) Under the Securities Exchange Act of 1934 ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W109 (CUSIP Number) Laura Torrado c/o Knighthead Capital Management, LLC 280 Park Avenue, 22nd Floor New York, New |
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| September 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W109 (CUSIP Number) Laura Torrado c/o Knighthead Capital Management, LLC 280 Park Avenue, 22nd Floor New York, New York 100 |
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| September 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): September 23, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Comm |
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| August 22, 2022 |
424B3 1 ny20005103x1424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-257801 Prospectus ATI Physical Therapy, Inc. 157,588,289 shares of Common Stock 14,465,067 Warrants Up to 21,365,058 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus relates to: (1) the issuance by us of up to 6,899,991 shares of Class A common stock, par value |
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| August 10, 2022 |
As filed with the Securities and Exchange Commission on August 10, 2022 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 10, 2022 Registration No. |
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| August 10, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) ATI Physical Therapy, Inc. |
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| August 9, 2022 |
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of June 28, 2022 (the ?Signing Date?), between ATI Physical Therapy, Inc. |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physical Th |
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| August 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): August 8, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissi |
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| August 8, 2022 |
ATI Physical Therapy Reports Second Quarter 2022 Results Revises Guidance for Full Year 2022 Exhibit 99.1 ATI Physical Therapy Reports Second Quarter 2022 Results Revises Guidance for Full Year 2022 BOLINGBROOK, IL ? August 8, 2022 ? ATI Physical Therapy, Inc. (?ATI? or the ?Company?) (NYSE: ATIP), the largest single-branded outpatient physical therapy provider in the United States, today reported financial results for the second quarter ended June 30, 2022. ?Patient demand remains strong |
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| June 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): June 24, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissio |
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| June 24, 2022 |
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment (the ?Amendment?) to that certain Employment Agreement dated May 14, 2021 (the ?Original Agreement?), by ATI Physical Therapy, Inc. (f/k/a Fortress Value Acquisition Corp. II (the ?Company?), and Augustus Oakes (?Employee?), is made by the parties to be effective as of June 20, 2022 (the ?Amendment Date?). The term ?Agreemen |
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| June 24, 2022 |
424B3 1 brhc10039084424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-257801 Prospectus Supplement No. 3 (to Prospectus dated April 6, 2022) ATI Physical Therapy, Inc. 143,389,692 shares of Common Stock Up to 9,866,657 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus supplement updates and supplements the prospectus dated April 6, 2022 (the “Prospec |
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| June 24, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-264243 Prospectus Supplement No. 2 (to Prospectus dated April 26, 2022) ATI Physical Therapy, Inc. 9,807,085 shares of Common Stock 11,498,401 Warrants Up to 11,498,401 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus supplement updates and supplements the prospectus dated April 26, 2022 (the ?Prospectus?), which fo |
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| June 24, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-264243 Prospectus Supplement No. 3 (to Prospectus dated April 26, 2022) ATI Physical Therapy, Inc. 9,807,085 shares of Common Stock 11,498,401 Warrants Up to 11,498,401 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus supplement updates and supplements the prospectus dated April 26, 2022 (the ?Prospectus?), which fo |
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| June 24, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-257801 Prospectus Supplement No. 2 (to Prospectus dated April 6, 2022) ATI Physical Therapy, Inc. 143,389,692 shares of Common Stock Up to 9,866,657 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus supplement updates and supplements the prospectus dated April 6, 2022 (the ?Prospectus?), which forms a part of our reg |
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| June 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): June 24, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissio |
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| June 6, 2022 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): June 6, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commission |
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| June 6, 2022 |
Exhibit 10.2 Amendment No. 1 to the ? ATI Physical Therapy, Inc. ? 2021 EQUITY INCENTIVE PLAN ? As adopted by resolution of the Board of Directors on April 13, 2022 The ATI Physical Therapy Inc. 2021 Equity Incentive Plan (?Plan?) is hereby amended by replacing Section 4.1 with the following: 4.1 ?Number of Shares Reserved. Subject to adjustment as provided in Section 4.2 and Section 4.4 hereof, t |
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| June 6, 2022 |
ATI Physical Therapy Inc. 2021 EQUITY INCENTIVE PLAN Exhibit 10.1 ATI Physical Therapy Inc. 2021 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the ATI Physical Therapy 2021 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company?s stockholders by providing incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended to advance the interest |
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| May 13, 2022 |
Table of Contents Filed Pursuant Rule 424(b)(3) Registration No. 333-257801 Prospectus Supplement No. 1 (to Prospectus dated April 6, 2022) ATI Physical Therapy, Inc. 143,389,692 shares of Common Stock Up to 9,866,657 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus supplement updates and supplements the prospectus dated April 6, 2022 (the ?Prospectus?), which forms a |
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| May 13, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-264243 Prospectus Supplement No. 1 (to Prospectus dated April 26, 2022) ATI Physical Therapy, Inc. 9,807,085 shares of Common Stock 11,498,401 Warrants Up to 11,498,401 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus supplement updates and supplements the prospectus dated April 26, 2022 (the ?Pros |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physical T |
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| May 9, 2022 |
ATI Physical Therapy Reports First Quarter 2022 Results Reaffirms Guidance for Full Year 2022 Exhibit 99.1 ATI Physical Therapy Reports First Quarter 2022 Results Reaffirms Guidance for Full Year 2022 BOLINGBROOK, IL ? May 9, 2022 ? ATI Physical Therapy, Inc. (?ATI? or the ?Company?) (NYSE: ATIP), the largest single-branded outpatient physical therapy provider in the United States, today reported financial results for the first quarter ended March 31, 2022. ?As previously announced, Sharon |
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| May 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): May 9, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commission |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): April 28, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissi |
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| April 28, 2022 |
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of March 30, 2022 (the ?Signing Date?), between ATI Physical Therapy, Inc. (the ?Company?) and Sharon A. Vitti (?Employee?). 1.0 RECITALS. 1.1 Employee and the Company are entering into this Agreement to set forth the terms and conditions of Employee?s employment with the Company or its affil |
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| April 28, 2022 |
ATI Physical Therapy Announces Appointment of Sharon Vitti as Chief Executive Officer Exhibit 99.1 ATI Physical Therapy Announces Appointment of Sharon Vitti as Chief Executive Officer BOLINGBROOK, Ill., APRIL 28, 2022?ATI Physical Therapy ("ATI" or the "Company") (NYSE: ATIP), the largest single-branded outpatient physical therapy provider in the United States, today announced the appointment of Sharon Vitti as Chief Executive Officer. Vitti will lead ATI in executing its vision o |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): April 28, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissi |
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| April 27, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-264243 Prospectus ATI Physical Therapy, Inc. 9,807,085 shares of Common Stock 11,498,401 Warrants Up to 11,498,401 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus relates to: (1) the issuance by us of up to 5,226,546 shares of Class A common stock, par value $0.0001 per share (?Common Stock?), of |
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| April 25, 2022 |
ATI Physical Therapy, Inc. 790 Remington Boulevard Bolingbrook, Illinois 60440 April 25, 2022 ATI Physical Therapy, Inc. 790 Remington Boulevard Bolingbrook, Illinois 60440 April 25, 2022 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549-3561 Attn: Jessica Ansart Re: ATI Physical Therapy, Inc. Registration Statement on Form S-1 (File No. 333-264243) Ladies and Gentlemen: We refer to the above referenced registration |
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| April 21, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? ? ? Filed by a Party other than the Registrant ? ? ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by R |
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| April 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 12, 2022 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ATI Physical Therapy Inc. |
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| April 12, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on April 11, 2022 Registration No. |
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| April 8, 2022 |
Filed Pursuant Rule 424(b)(3) Registration No. 333-257801 The information in this prospectus is not complete and may be changed. The Selling Securityholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to |
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| April 1, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on April 1 , 2022 Registration No. |
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| April 1, 2022 |
Exhibit 10.24 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 30, 2022 (this ?Amendment?), by and among ATI Holdings Acquisition, Inc., a Delaware corporation (the ?Borrower?), Wilco Intermediate Holdings, Inc., a Delaware corporation (?Holdings?), HPS Investment Partners, LLC, as Lender Representative (as defined in the Existing Credit |
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| March 4, 2022 |
Joint Filing Agreement among the Reporting Persons, dated as of March 4, 2022. Exhibit 99.1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and have duly executed this joint fil |
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| March 4, 2022 |
ATIP / ATI Physical Therapy, Inc. / Knighthead Capital Management, LLC - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W109 (CUSIP Number) Laura Torrado c/o Knighthead Capital Management, LLC 280 Park Avenue, 22nd Floor New York, New York 10017 (212) 356- |
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| March 1, 2022 |
WEIL:\97844204\2\18434.0003 FEC\41815\0004\8324229.v3-2/17/21 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of May 14, 2021 (the ?Signing Date?), between Fortress Value Acquisition Corp. II (the ?Company?) and Joseph Zavalishin (?Employee?). 1.0 RECITALS. 1.1 Employee and the Company are entering into this Agreement to set forth the terms and conditi |
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| March 1, 2022 |
WEIL:\97844204\2\18434.0003 FEC\41815\0004\8324229.v3-2/17/21 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of May 14, 2021 (the ?Signing Date?), between Fortress Value Acquisition Corp. II (the ?Company?) and Augustus Oakes (?Employee?). 1.0 RECITALS. 1.1 Employee and the Company are entering into this Agreement to set forth the terms and conditions |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physical Therap |
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| March 1, 2022 |
Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED General The common stock and warrants to purchase common stock of ATI Physical Therapy, Inc. (the ?Company?) are registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The following descriptions summarize the mo |
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| March 1, 2022 |
WEIL:\97844204\2\18434.0003 FEC\41815\0004\8324229.v3-2/17/21 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of May 14, 2021 (the ?Signing Date?), between Fortress Value Acquisition Corp. II (the ?Company?) and Diana Chafey (?Employee?). 1.0 RECITALS. 1.1 Employee and the Company are entering into this Agreement to set forth the terms and conditions o |
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| March 1, 2022 |
Exhibit 21.1 Subsidiary Name Jurisdiction of Organization / Incorporation Adient Alaska, LLC Delaware Advanced Physical Therapy, LLC Indiana Apple Physical Therapy, LLC Washington Athletic & Therapeutic Institute of Bolingbrook, LLC Illinois Athletic & Therapeutic Institute of Bourbonnais, LLC Illinois Athletic & Therapeutic Institute of Milwaukee, LLC Illinois Athletic & Therapeutic Institute of |
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| February 25, 2022 |
Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT dated as of February 24, 2022 among ATI HOLDINGS ACQUISITION, INC., as the Borrower, WILCO INTERMEDIATE HOLDINGS, INC., as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and BARCLAYS BANK PLC, as Administrative Agent, BARCLAYS BANK PLC as an Issuing Bank HPS INVESTMENT PARTNERS, LLC as Arranger TABLE OF CONTENTS Page ARTICLE 1 DEFINIT |
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| February 25, 2022 |
Exhibit 4.1 Execution Version WARRANT AGREEMENT BETWEEN ATI PHYSICAL THERAPY, INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT FEBRUARY 24, 2022 TABLE OF CONTENTS Page SECTION 1. Appointment of Warrant Agent 1 SECTION 2. Issuances; Exercise Price 1 SECTION 3. Form of Warrants 2 SECTION 4. Execution of Global Warrant Certificates 2 SECTION 5. Registration and Countersignature 3 |
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| February 25, 2022 |
Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A SENIOR PREFERRED STOCK OF ATI PHYSICAL THERAPY, INC. FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON FEBRUARY 24, 2022 Pursuant to Section 151 of the General Corporation Law of the State of Delaware Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the ?DGCL?), ATI Physical Therapy, Inc., a corporation d |
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| February 25, 2022 |
Exhibit 10.2 Execution Version SERIES A SENIOR PREFERRED STOCK PURCHASE AGREEMENT BETWEEN ATI PHYSICAL THERAPY, INC. AND THE PURCHASERS SIGNATORY HERETO Dated as of February 24, 2022 TABLE OF CONTENTS Page ARTICLE I SUBSCRIPTION AND ISSUE OF SECURITIES 1 Section 1.1 Subscription and Issue of Securities 1 Section 1.2 Closing 2 Section 1.3 Closing Deliverables 2 Section 1.4 Purchase Price Allocation |
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| February 25, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): February 25, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commi |
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| February 25, 2022 |
Exhibit 10.3 Execution Version INVESTORS? RIGHTS AGREEMENT AMONG ATI PHYSICAL THERAPY, INC. AND THE HOLDERS PARTY HERETO FROM TIME TO TIME Dated as of February 24, 2022 TABLE OF CONTENTS Page ARTICLE I BOARD OF DIRECTORS; VOTING AGREEMENT 1 Section 1.1 Series A Preferred Director Designation 1 Section 1.2 Vacancies and Removal 1 ARTICLE II RESTRICTIONS ON TRANSFER OF SERIES A PREFERRED STOCK 2 Sec |
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| February 25, 2022 |
Exhibit 99.1 ATI Physical Therapy Reports Fourth Quarter and Full Year 2021 Results Company Provides 2022 Earnings Guidance BOLINGBROOK, IL ? February 25, 2022 ? ATI Physical Therapy ? (?ATI? or the ?Company?) (NYSE: ATIP), the largest single-branded outpatient physical therapy provider in the United States, today reported financial results for the fourth quarter and full year ended December 31, 2 |
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| February 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): February 18, 2022 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commi |
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| February 14, 2022 |
ATIP / ATI Physical Therapy, Inc. / GLENVIEW CAPITAL MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ATI Physical Therapy Inc.** (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| February 14, 2022 |
ATIP / ATI Physical Therapy, Inc. / GRANDVIEW LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) ATI PHYSICAL THERAPY, INC. (formerly Fortress Value Acquisition Corp. II) (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 00216W109 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of |
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| January 31, 2022 |
ATIP / ATI Physical Therapy, Inc. / Linden Capital L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 00216W109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t |
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| December 15, 2021 |
Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Class A Common Stock, $0. |
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| December 15, 2021 |
ATIP / ATI Physical Therapy, Inc. / ADVENT INTERNATIONAL CORP/MA - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 2 Under the Securities Exchange Act of 1934 ATI PHYSICAL THERAPY, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 00216W109 (CUSIP Number) Copy to: James Westra General Counsel and Managing Partner Advent International Corporation Pruden |
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| December 13, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-257801 Prospectus Supplement No. 6 (to Prospectus dated July 30, 2021) ATI Physical Therapy, Inc. 196,770,282 shares of Common Stock Up to 9,866,657 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus supplement updates and supplements the prospectus dated July 30, 2021 (the ?Prospectus?), which forms a part of our reg |
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| December 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): December 1, 2021 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commis |
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| November 29, 2021 |
ATIP / ATI Physical Therapy, Inc. / ADVENT INTERNATIONAL CORP/MA - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 1 Under the Securities Exchange Act of 1934 ATI PHYSICAL THERAPY, INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 00216W109 (CUSIP Number) Copy to: James Westra General Counsel and Managing Partner Advent International Corporation Prudential Towe |
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| November 29, 2021 |
Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Class A Common Stock, $0. |
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| November 17, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-257801 Prospectus Supplement No. 5 (to Prospectus dated July 30, 2021) ATI Physical Therapy, Inc. 196,770,282 shares of Common Stock Up to 9,866,657 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus supplement updates and supplements the prospectus dated July 30, 2021 (the ?Prospectus?), which forms a part of our reg |
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| November 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physic |
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| November 17, 2021 |
MUTUAL RELEASE In exchange for good and valuable consideration set forth in that certain Employment Agreement (the ?Employment Agreement?) between the undersigned, Cedric Coco (?Employee?) and ATI Physical Therapy, Inc. |
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| November 17, 2021 |
MUTUAL RELEASE In exchange for good and valuable consideration set forth in that certain Employment Agreement (the ?Employment Agreement?) between the undersigned, Labeed S. |
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| November 16, 2021 |
OMB APPROVAL Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2. |
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| November 9, 2021 |
ATI Physical Therapy Reports Third Quarter 2021 Results EX-99.1 2 d232302dex991.htm EX-99.1 Exhibit 99.1 ATI Physical Therapy Reports Third Quarter 2021 Results BOLINGBROOK, IL – November 9, 2021 – ATI Physical Therapy – (“ATI” or the “Company”) (NYSE: ATIP), the largest single-branded outpatient physical therapy provider in the United States, today reported financial results for the third quarter ended September 30, 2021. “In October, we previewed sel |
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| November 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): November 9, 2021 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commis |
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| October 20, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-257801 Prospectus Supplement No. 4 (to Prospectus dated July 30, 2021) ATI Physical Therapy, Inc. 196,770,282 shares of Common Stock Up to 9,866,657 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus supplement updates and supplements the prospectus dated July 30, 2021 (the ?Prospectus?), which forms a part of our reg |
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| October 19, 2021 |
Exhibit 99.1 ATI Physical Therapy Announces Selected Preliminary Third Quarter 2021 Results And Revises 2021 Guidance BOLINGBROOK, IL – October 19, 2021 – ATI Physical Therapy—(“ATI” or the “Company”) (NYSE: ATIP), the largest single-branded outpatient physical therapy provider in the United States, today announced selected preliminary third quarter 2021 financial results ended September 30, 2021. |
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| October 19, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): October 19, 2021 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commis |
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| October 7, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-257801 Prospectus Supplement No. 3 (to Prospectus dated July 30, 2021) ATI Physical Therapy, Inc. 196,770,282 shares of Common Stock Up to 9,866,657 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus supplement updates and supplements the prospectus dated July 30, 2021 (the ?Prospectus?), which forms a part of our reg |
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| September 3, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 3, 2021 S-8 1 d210971ds8.htm FORM S-8 As filed with the U.S. Securities and Exchange Commission on September 3, 2021 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATI Physical Therapy, Inc. (Exact name of registrant as specified in its charter) Delaware 85-1408039 (State or other jurisdiction of incorporatio |
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| September 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2021 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commi |
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| August 17, 2021 |
424B3 1 d187207d424b3.htm 424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-257801 Prospectus Supplement No. 2 (to Prospectus dated July 30, 2021) ATI Physical Therapy, Inc. 196,770,282 shares of Common Stock Up to 9,866,657 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus supplement updates and supplements the prospectus dated July 30, 2021 |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39439 ATI Physical Th |
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| August 9, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-257801 Prospectus Supplement No. 1 (to Prospectus dated July 30, 2021) ATI Physical Therapy, Inc. 196,770,282 shares of Common Stock Up to 9,866,657 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus supplement updates and supplements the prospectus dated July 30, 2021 (the ?Prospectus?), which forms a part of our reg |
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| August 9, 2021 |
ATI Physical Therapy Announces CEO Transition EX-99.1 2 d25757dex991.htm EX-99.1 Exhibit 99.1 ATI Physical Therapy Announces CEO Transition BOLINGBROOK, IL – Aug. 9, 2021 – ATI Physical Therapy – (“ATI” or the “Company”) (NYSE: ATIP), the largest independent outpatient physical therapy provider in the United States, today announced that Labeed Diab has stepped down as CEO and member of the Board of Directors, effective immediately. John (Jack |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2021 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissi |
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| August 6, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* ATI Physical Therapy, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 00216W109 (CUSIP Number) David N. Brooks Fortress Investment Group LLC 1345 Avenue of the Americas, 46th Floor New York, NY 10105 (212) 798-610 |
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| July 30, 2021 |
Table of Contents Prospectus Filed Pursuant Rule 424(b)(3) Registration No. 333-257801 ATI Physical Therapy, Inc. 196,770,282 shares of Common Stock Up to 9,866,657 shares of Common Stock Issuable upon Exercise of the Warrants This prospectus relates to: (1) the issuance by us of up to 6,899,991 shares of common stock, par value $0.0001 per share (?Common Stock?), of ATI Physical Therapy, Inc., a |
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| July 28, 2021 |
ATI Physical Therapy, Inc. 790 Remington Boulevard Bolingbrook, Illinois 60440 July 28, 2021 ATI Physical Therapy, Inc. 790 Remington Boulevard Bolingbrook, Illinois 60440 July 28, 2021 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549-3561 Attn: Suzanne Hayes and Fredrick Philantrope Re: ATI Physical Therapy, Inc. Registration Statement on Form S-1 (CIK: 0001815849) Ladies and Gentlemen: We refer to the registrati |
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| July 28, 2021 |
Power of Attorney (included on the signature page).** Table of Contents As filed with the Securities and Exchange Commission on July 28, 2021 Registration No. |
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| July 26, 2021 |
ATI Physical Therapy Reports Second Quarter 2021 Results; Revises 2021 Forecast Exhibit 99.1 ATI Physical Therapy Reports Second Quarter 2021 Results; Revises 2021 Forecast BOLINGBROOK, IL ? July 26, 2021 ? ATI Physical Therapy ? (?ATI? or the ?Company?) (NYSE: ATIP), the largest independent outpatient physical therapy provider in the United States, today reported financial results for the second quarter ended June 30, 2021. ?I would like to thank our nationwide team for thei |
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| July 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2021 ATI PHYSICAL THERAPY, INC. (Exact name of registrant as specified in its charter) Delaware 001-39439 85-1408039 (State or other jurisdiction of incorporation) (Commissio |
