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

Footnote F1

Reflects shares of Series A Preferred Stock of the Issuer held by Onex Capital Solutions Holdings, LP ("OCS").

Footnote F2

Reflects shares of Series B Preferred Stock of the Issuer held by OCS.

Footnote 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.

Footnote 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.

Footnote 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).

Footnote 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.

Footnote 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).

Footnote 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.