Onex Corp - Jun 15, 2023 Form 3 Insider Report for ATI Physical Therapy, Inc. (ATIP)

Role
10%+ Owner
Signature
Onex Corporation, by: /s/ Andrea Daly, Managing Director--General Counsel
Stock symbol
ATIP
Transactions as of
Jun 15, 2023
Transactions value $
$0
Form type
3
Date filed
6/26/2023, 08:21 PM
Previous filing
May 25, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ATIP Series A Preferred Stock 20K Jun 15, 2023 See Footnote F1, F8
holding ATIP Series B Preferred Stock 9.13K Jun 15, 2023 See Footnote F2, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ATIP Series I Warrants (right to acquire) Jun 15, 2023 Class A Common Stock 13.2K See Footnotes F3, F8
holding ATIP Series II Warrants (right to acquire) Jun 15, 2023 Class A Common Stock 14.6K See Footnotes F4, F8
holding ATIP Convertible PIK Notes Jun 15, 2023 Class A Common Stock 730K See Footnotes F5, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects shares of Series A Preferred Stock of the Issuer held by Onex Capital Solutions Holdings, LP ("OCS").
F2 Reflects shares of Series B Preferred Stock of the Issuer held by OCS.
F3 Reflects warrants to acquire shares of Class A Common Stock of the Issuer ("Common Stock") held by OCS ("Series I Warrants"). The Series I Warrants may be exercised by at any time prior to their expiration on February 24, 2027. The exercise price of the Series I Warrants is $150.00 per share.
F4 Reflects warrants to acquire shares of Common Stock held by OCS ("Series II Warrants"). The Series II Warrants may be exercised at any time prior to their expiration on February 24, 2027. The exercise price of the Series II Warrants is $0.50 per share.
F5 Reflects senior second lien secured convertible PIK notes held by OCS ("Notes"). The aggregate principal amount of the Notes is $9,127,076.88, and the Notes accrue interest at a rate of 8.00% per annum. Subject to earlier conversion in accordance with their terms, the Notes will become due and payable on August 24, 2028 (the "Maturity Date") in an amount equal to the principal amount of the Notes outstanding on such date (plus any accrued but unpaid interest thereon).
F6 All or any portion of the 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, 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 their terms.
F7 This number represents the number of shares of Common Stock issuable upon conversion of the Notes if the Reporting Persons elect to convert the Notes based on the principal amount of the Notes (as described in footnote (5) above) and the conversion price (as described in footnote (6) above).
F8 Onex Corporation ("Onex") owns all of the equity of OMI Partnership Holdings Ltd. ("OMI"), which is the sole member of Onex Capital Solutions GP, LLC ("OCS GP LLC"), which is the general partner of Onex Capital Solutions GP, LP ("OCS GP LP"), which is the general partner of OCS. Accordingly, Onex may be deemed to beneficially own the reported securities held by OCS. [Gerald W. Schwartz, the Chairman of Onex, indirectly owns shares representing a majority of the voting rights of the shares of Onex, and as such may be deemed to beneficially own all of the reported securities beneficially owned by Onex.] Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

Remarks:

Exhibit 99 - Joint Filer Statement