0000950103-24-001958.txt : 20240208 0000950103-24-001958.hdr.sgml : 20240208 20240208190635 ACCESSION NUMBER: 0000950103-24-001958 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240130 FILED AS OF DATE: 20240208 DATE AS OF CHANGE: 20240208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARATHON ASSET MANAGEMENT LP CENTRAL INDEX KEY: 0001279913 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 24610713 BUSINESS ADDRESS: STREET 1: ONE BRYANT PARK STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-500-3123 MAIL ADDRESS: STREET 1: ONE BRYANT PARK STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: MARATHON ASSET MANAGEMENT LLC DATE OF NAME CHANGE: 20040212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARATHON DISTRESSED CREDIT MASTER FUND CENTRAL INDEX KEY: 0001920239 ORGANIZATION NAME: STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 24610711 BUSINESS ADDRESS: STREET 1: C/O MARATHON ASSET MANAGEMENT, L.P. STREET 2: ONE BRYANT PARK, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-500-3123 MAIL ADDRESS: STREET 1: C/O MARATHON ASSET MANAGEMENT, L.P. STREET 2: ONE BRYANT PARK, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARATHON STEPSTONE MASTER FUND LP CENTRAL INDEX KEY: 0001920234 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 24610709 BUSINESS ADDRESS: STREET 1: C/O MARATHON ASSET MANAGEMENT, L.P. STREET 2: ONE BRYANT PARK, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-500-3123 MAIL ADDRESS: STREET 1: C/O MARATHON ASSET MANAGEMENT, L.P. STREET 2: ONE BRYANT PARK, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Richards Bruce J CENTRAL INDEX KEY: 0001983069 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 24610708 MAIL ADDRESS: STREET 1: C/O MARATHON ASSET MANAGEMENT, L.P. STREET 2: ONE BRYANT PARK, 38TH FL CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hanover Louis CENTRAL INDEX KEY: 0001939267 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 24610707 MAIL ADDRESS: STREET 1: C/O MARATHON ASSET MANAGEMENT, L.P. STREET 2: ONE BRYANT PARK, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marathon Asset Management GP, L.L.C. CENTRAL INDEX KEY: 0001983009 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 24610712 BUSINESS ADDRESS: STREET 1: ONE BRYANT PARK, 38TH FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-500-3000 MAIL ADDRESS: STREET 1: ONE BRYANT PARK, 38TH FL CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCSP Sub, LLC CENTRAL INDEX KEY: 0001983012 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 24610710 BUSINESS ADDRESS: STREET 1: ONE BRYANT PARK, 38TH FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-500-3000 MAIL ADDRESS: STREET 1: ONE BRYANT PARK, 38TH FL CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ATI Physical Therapy, Inc. CENTRAL INDEX KEY: 0001815849 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 851408039 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 790 REMINGTON BOULEVARD CITY: BOILINGBROOK STATE: IL ZIP: 60440 BUSINESS PHONE: 630-296-2223 MAIL ADDRESS: STREET 1: 790 REMINGTON BOULEVARD CITY: BOILINGBROOK STATE: IL ZIP: 60440 FORMER COMPANY: FORMER CONFORMED NAME: Fortress Value Acquisition Corp. II DATE OF NAME CHANGE: 20200622 4 1 dp206546_4-marathon.xml FORM 3 X0508 4 2024-01-30 0 0001815849 ATI Physical Therapy, Inc. ATIP 0001279913 MARATHON ASSET MANAGEMENT LP ONE BRYANT PARK 38TH FLOOR NEW YORK NY 10036 1 0 1 0 0001983009 Marathon Asset Management GP, L.L.C. ONE BRYANT PARK 38TH FLOOR NEW YORK NY 10036 1 0 1 0 0001920239 MARATHON DISTRESSED CREDIT MASTER FUND ONE BRYANT PARK 38TH FLOOR NEW YORK NY 10036 1 0 1 0 0001983012 MCSP Sub, LLC ONE BRYANT PARK 38TH FLOOR NEW YORK NY 10036 1 0 1 0 0001920234 MARATHON STEPSTONE MASTER FUND LP ONE BRYANT PARK 38TH FLOOR NEW YORK NY 10036 1 0 1 0 0001983069 Richards Bruce J ONE BRYANT PARK 38TH FLOOR NEW YORK NY 10036 1 0 1 0 0001939267 Hanover Louis ONE BRYANT PARK 38TH FLOOR NEW YORK NY 10036 1 0 1 0 0 Series B Preferred Stock 2024-01-30 4 A 0 8000 0 A 49725 I See Footnote Series A Preferred Stock 50000 I See Footnote Convertible PIK Notes (Delayed Draw) 2024-01-30 4 A 0 640000 A Class A Common Stock 640000 640000 I See Footnote Reflects the issuance of shares of Series B Preferred Stock by the Issuer to the Marathon Funds (as defined below) on January 30, 2024 in connection with the issuance of the Delayed Draw Notes (as described below) in accordance with the terms of that certain Note Purchase Agreement, dated as of April 17, 2023 (as subsequently amended (the "NPA"). Reflects the issuance of senior second lien convertible PIK delayed draw notes (the "Delayed Draw Notes") by the Issuer to the Marathon Funds on January 30, 2024. The aggregate principal amount of the Delayed Draw Notes is $8,000,000, and the Delayed Draw Notes accrue interest at a rate of 8.00% per annum. Subject to earlier conversion in accordance with their terms, the Delayed Draw Notes will become due and payable on August 24, 2028 (the "Maturity Date") in an amount equal to the principal amount of the Delayed Draw Notes outstanding on such date (plus any accrued but unpaid interest thereon). All or any portion of the Delayed Draw Notes may be converted at the election of the Reporting Persons at any time prior to the close of business on the business day immediately preceding the Maturity Date into a number of shares of Common Stock of the Issuer, determined by dividing (a) the outstanding balance of the principal amount of the Notes being converted (together with the accrued but unpaid interest thereon) as of the applicable conversion date, by (b) a conversion price of $12.50, which such conversion price is subject to certain anti-dilution adjustments in accordance with the terms of the NPA. This number represents the number of shares of Common Stock issuable upon conversion of the Delayed Draw Notes if the Reporting Persons elect to convert the Delayed Draw Notes based on the principal amount of the Delayed Draw Notes (as described in footnote 2 above) and the conversion price (as described in footnote 4 above). Marathon Asset Management, L.P. ("Marathon"), as the investment manager of each of MAM PT, LLC ("MAM"), MCSP SUB LLC ("Empire"), Marathon Distressed Credit Master Fund ("MDCF") and Marathon Stepstone Master Fund LP ("StepStone" and, together with MAM, Empire, MDCF, the "Marathon Funds"), has the sole power to vote and direct the disposition of all the reported securities held by the Marathon Funds. Accordingly, Marathon may be deemed to beneficially own such reported securities. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. and, thus, may be deemed to beneficially own the reported securities held by the Marathon Funds. This report is not an admission that any Reporting Person beneficially owns the reported securities. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be "directors by deputization" of the Issuer by virtue of their representative(s) on the Issuer's board of directors. Exhibit 99 - Joint Filer Statement Marathon Asset Management, L.P., by: /s/ Jamie Raboy, Authorized Signatory 2024-02-08 Marathon Asset Management, GP, L.L.C., by: /s/ Jamie Raboy, Authorized Signatory 2024-02-08 Marathon Distressed Credit Master Fund, by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory 2024-02-08 MCSP Sub LLC., by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory 2024-02-08 Marathon StepStone Master Fund LP, by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory 2024-02-08 /s/ Bruce Richards 2024-02-08 /s/ Louis Hanover 2024-02-08 EX-99 2 dp206546_ex99.htm EXHIBIT 99

 

Exhibit 99

 

Joint Filer Information

 

Each of the following joint filers has designated Marathon Asset Management, L.P. as the “Designated Filer” for purposes of the attached Form 4:

 

1.Marathon Asset Management GP, L.L.C.

One Bryant Park, 38th Floor

New York, NY 10036

 

2.Marathon Distressed Credit Master Fund

One Bryant Park, 38th Floor

New York, NY 10036

 

3.MCSP Sub LLC

One Bryant Park, 38th Floor

New York, NY 10036

 

4.Marathon StepStone Master Fund LP

One Bryant Park, 38th Floor

New York, NY 10036

 

5.Bruce Richards

One Bryant Park, 38th Floor

New York, NY 10036

 

6.Louis Hanover

One Bryant Park, 38th Floor

New York, NY 10036

 

 

Date of Event Requiring Statement: January 30, 2024

Issuer Name and Ticker or Trading Symbol: ATI PHYSICAL THERAPY, INC. [ ATIP ]

 

Marathon Asset Management, L.P., by: /s/ Jamie Raboy, Authorized Signatory 2/8/2024
Marathon Asset Management, GP, L.L.C., by: /s/ Jamie Raboy, Authorized Signatory 2/8/2024
Marathon Distressed Credit Master Fund, by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory 2/8/2024
MCSP Sub LLC., by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory 2/8/2024
Marathon StepStone Master Fund LP, by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory 2/8/2024
/s/ Bruce Richards 2/8/2024
/s/ Louis Hanover 2/8/2024

 

 

Date: February 8, 2024