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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ATI Physical Therapy Inc | NYSE:ATIP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.04 | -0.83% | 4.79 | 4.89 | 4.63 | 4.75 | 1,336 | 21:00:02 |
Delaware | | | 85-1408039 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) |
Large accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ |
Accelerated filer | | | ☒ | | | Emerging growth company | | | ☐ |
Non-accelerated filer | | | ☐ | | | | |
• | our liquidity position raises substantial doubt about our ability to continue as a going concern; |
• | risks associated with liquidity and capital markets, including the Company's ability to generate sufficient cash flows, together with cash on hand, to run its business, cover liquidity and capital requirements and resolve substantial doubt about the Company's ability to continue as a going concern; |
• | our ability to meet financial covenants as required by our 2022 Credit Agreement (as defined herein); |
• | risks related to outstanding indebtedness and preferred stock, rising interest rates and potential increases in borrowing costs, compliance with associated covenants and provisions and the potential need to seek additional or alternative debt or capital financing in the future; |
• | risks related to the Company's ability to access additional financing or alternative options when needed; |
• | our dependence upon governmental and third-party private payors for reimbursement and that decreases in reimbursement rates, renegotiation or termination of payor contracts or unfavorable changes in payor, state and service mix may adversely affect our financial results; |
• | federal and state governments’ continued efforts to contain growth in Medicaid expenditures, which could adversely affect the Company’s revenue and profitability; |
• | payments that we receive from Medicare and Medicaid being subject to potential retroactive reduction; |
• | changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification and/or enrollment status; |
• | compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information, and associated fines and penalties for failure to comply; |
• | risks associated with public health crises, including COVID-19 (and any existing and future variants) and its direct and indirect impacts or lingering effects on the business, which could lead to a decline in visit volumes and referrals; |
• | our inability to compete effectively in a competitive industry, subject to rapid technological change and cost inflation, including competition that could impact the effectiveness of our strategies to improve patient referrals and our ability to identify, recruit, hire and retain skilled physical therapists; |
• | our inability to maintain high levels of service and patient satisfaction; |
• | risks associated with the locations of our clinics, including the economies in which we operate, size and expected growth of our addressable markets, and the potential need to close clinics and incur closure costs; |
• | our dependence upon the cultivation and maintenance of relationships with customers, suppliers, physicians and other referral sources; |
• | the severity of climate change or the weather and natural disasters that can occur in the regions of the U.S. in which we operate, which could cause disruption to our business; |
• | risks associated with future acquisitions and other business initiatives, which may use significant resources, may be unsuccessful and could expose us to unforeseen liabilities; |
• | failure of third-party vendors, including customer service, technical and IT support providers and other outsourced professional service providers to adequately address customers’ requests and meet Company requirements; |
• | risks associated with our reliance on IT infrastructure in critical areas of our operations including, but not limited to, cyber and other security threats; |
• | a security breach of our IT systems or our third-party vendors’ IT systems may subject us to potential legal action and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 or the Health Information Technology for Economic and Clinical Health Act; |
• | maintaining clients for which we perform management and other services, as a breach or termination of those contractual arrangements by such clients could cause operating results to be less than expected; |
• | our failure to maintain financial controls and processes over billing and collections or disputes with third-parties could have a significant negative impact on our financial condition and results of operations; |
• | our operations are subject to extensive regulation and macroeconomic uncertainty; |
• | our ability to meet revenue and earnings expectations; |
• | risks associated with applicable state laws regarding fee-splitting and professional corporation laws; |
• | inspections, reviews, audits and investigations under federal and state government programs and payor contracts that could have adverse findings that may negatively affect our business, including our results of operations, liquidity, financial condition and reputation; |
• | changes in or our failure to comply with existing federal and state laws or regulations or the inability to comply with new government regulations on a timely basis; |
• | maintaining necessary insurance coverage at competitive rates; |
• | the outcome of any legal and regulatory matters, proceedings or investigations instituted against us or any of our directors or officers, and whether insurance coverage will be available and/or adequate to cover such matters or proceedings; |
• | general economic conditions, including but not limited to inflationary and recessionary periods; |
• | changes in political environment and events involving financial volatility, defaults or other adverse developments that affect the U.S. or global markets, resulting in liquidity problems which may have a material adverse effect on our results of operations; |
• | our facilities face competition for experienced physical therapists and other clinical providers that may increase labor costs, result in elevated levels of contract labor and reduce profitability; |
• | risks associated with our ability to attract and retain talented executives and employees amidst the impact of unfavorable labor market dynamics, wage inflation and recent reduction in value of our share-based compensation incentives, including potential failure of steps being taken to reduce attrition of physical therapists and increase hiring of physical therapists; |
• | risks resulting from the Notes, our warrants and any other of our outstanding securities being accounted for as liabilities at fair value and the changes in fair value affecting our financial results; |
• | further impairments of goodwill and other intangible assets, which represent a significant portion of our total assets, especially in view of the Company’s recent market valuation; |
• | our inability to remediate the material weaknesses in internal control over financial reporting related to income taxes and to maintain effective internal control over financial reporting; |
• | risks related to dilution of common stock ownership interests and voting interests as a result of the issuance of the Notes and Series B Preferred Stock (as defined herein); |
• | costs related to operating as a public company; |
• | risks associated with our efforts and ability to regain and sustain compliance with the listing requirements of our securities on the NYSE; and |
• | other risks described in our Annual Report on Form 10-K for the year ended December 30, 2022, and from time to time in our other SEC filings. |
| | Year Ended | ||||
| | December 31, 2022 | | | December 31, 2021 | |
Net loss | | | $(493,047) | | | $(782,028) |
Net loss per share of common stock, basic and diluted | | | $(2.51) | | | $(4.69) |
Weighted average common stock outstanding, basic and diluted | | | 203,150 | | | 165,805 |
Common stock outstanding at year end | | | 198,357 | | | 197,410 |
| | Three Months Ended | ||||
| | March 31, 2023 | | | March 31, 2022 | |
| | (unaudited) | ||||
Net loss | | | $(25,210) | | | $(138,223) |
Net loss per share of common stock, basic and diluted | | | $(0.15) | | | $(0.70) |
Weighted average common stock outstanding, basic and diluted | | | 204,921 | | | 199,971 |
Common stock outstanding at period end | | | 199,506 | | | 197,513 |
| | Year Ended | ||||
| | December 31, 2022 | | | December 31, 2021 | |
| | (unaudited) | ||||
Net loss | | | $(493,047) | | | $(782,028) |
Net loss per share of common stock, basic and diluted | | | $(125.59) | | | $(234.71) |
Weighted average common stock outstanding, basic and diluted | | | 4,063 | | | 3,316 |
Common stock outstanding at year end | | | 3,967 | | | 3,948 |
| | Three Months Ended | ||||
| | March 31, 2023 | | | March 31, 2022 | |
| | (unaudited) | ||||
Net loss | | | $(25,210) | | | $(138,223) |
Net loss per share of common stock, basic and diluted | | | $(7.70) | | | $(34.92) |
Weighted average common stock outstanding, basic and diluted | | | 4,098 | | | 3,999 |
Common stock outstanding at period end | | | 3,990 | | | 3,950 |
• | the name of the Selling Securityholders for whom we are registering shares of common stock for resale to the public, |
• | the number and percentage of shares of common stock that the Selling Securityholders beneficially owned prior to the offering for resale of the securities under this prospectus (including the shares of common stock issuable upon conversion of the Notes), |
• | the number and percentage of shares of common stock that may be offered from time to time for resale for the account of the Selling Securityholders pursuant to this prospectus, and |
• | the number and percentage of shares to be beneficially owned by the Selling Securityholders after the offering of the resale securities (assuming all of the offered shares of common stock are sold by the Selling Securityholders). |
| | Common Stock Beneficially Owned Prior to this Offering(1)(2) | | | Common Stock Registered for Sale Hereby | | | Common Stock Beneficially Owned After this Offering(2) | |||||||
Name of Selling Securityholder | | | Number | | | Percentage | | | | | Number | | | Percentage | |
Funds managed by Knighthead Capital Management, LLC(3) | | | 6,591,607 | | | 62.5% | | | 6,227,664 | | | 363,943 | | | 10.9% |
Funds managed by Marathon Asset Management, L.P.(4) | | | 5,030,157 | | | 54.5% | | | 4,960,473 | | | 69,684 | | | 1.6% |
Onex Capital Solutions Holdings, LP(5) | | | 1,112,862 | | | 26.5% | | | 1,084,988 | | | 27,874 | | | * |
* | Indicates less than 1% |
(1) | Assumes (i) an initial conversion rate of 80 shares of common stock per $1,000 principal amount of Notes, (ii) the aggregate principal amount of Notes outstanding as of the date of the prospectus is $103,243,302.02, (iii) all interest payable on the Notes is paid in the form of additional Notes and (iv) the Notes are held to maturity. For purposes of computing the corresponding percentages, the shares of common stock issuable upon conversion of the Notes to each holder is deemed outstanding for purposes of such holder, but not deemed outstanding for the purposes of computing the percentages of any other person as set forth in the table above. |
(2) | Based on 4,205,872 shares of common stock issued and outstanding as of June 30, 2023. |
(3) | Represents 6,591,607 shares of common stock held by funds managed by Knighthead Capital Management, LLC (“Knighthead”), comprised of: (i) 2,287,444 shares of common stock held by Knighthead Master Fund, L.P. (“KHMF”), including 105,587 shares of common stock, 17,905 shares of common stock issuable upon exercise of warrants to acquire shares of common stock upon payment of $150.00 per share (“Series I Warrants”), 26,857 shares of common stock issuable upon exercise of warrants to acquire shares of common stock upon payment of $0.50 per share (“Series II Warrants”) and 2,137,095 shares of common stock issuable upon conversion of the Notes; (ii) 676,875 shares of common stock held by Knighthead (NY) Fund, L.P. (“KHNY”), including 33,005 shares of common stock, 5,284 shares of common stock issuable upon exercise of Series I Warrants, 7,926 shares of common stock issuable upon exercise of Series II Warrants and 630,660 shares of common stock issuable upon conversion of the Notes; (iii) 2,295,681 shares of common stock held by Knighthead Annuity & Life Assurance Company (“KHAL”), including 82,398 shares of common stock, 8,226 shares of common stock issuable upon exercise of Series I Warrants, 12,339 shares of common stock issuable upon exercise of Series II Warrants and 2,192,718 shares of common stock issuable upon conversion of the Notes; and (iv) 1,331,607 shares of common stock held by Knighthead Distressed Opportunities Fund, L.P. (“KHDOF” and, together with KHMG, KHNY and KHAL, the “Knighthead Funds”), including 37,610 shares of common stock, 10,783 shares of common stock issuable upon exercise of Series I Warrants, 16,023 shares of common stock issuable upon exercise of Series II Warrants and 1,267,191 shares of common stock issuable upon conversion of the Notes. Knighthead, pursuant to certain investment management agreements serves as the investment manager of KHMF and KHDOF and pursuant to certain investment advisory agreements serves as the investment advisor to KHNY and KHAL. Investment decisions with respect to the common stock held by the Knighthead Funds are made by Knighthead in its sole discretion. The address of each of the entities named in this footnote is 280 Park Avenue, 22nd Floor, New York, New York 10017. |
(4) | Represents 5,030,157 shares of common stock held by funds managed by Marathon Asset Management, L.P. (“Marathon”), comprised of: (i) 4,245,455 shares of common stock held by Marathon Distressed Credit Master Fund, including 30,584 shares of common stock issuable upon exercise of Series I Warrants, 28,231 shares of common stock issuable upon exercise of Series II Warrants and 4,186,640 shares of common stock issuable upon conversion of the Notes; (ii) 443,907 shares of common stock held by MCSP Sub LLC, including 3,196 shares of common stock issuable upon exercise of Series I Warrants, 2,950 shares of common stock issuable upon exercise of Series II Warrants and 437,761 shares of common stock issuable upon conversion of the Notes; and (iii) 340,795 shares of common stock held by Marathon StepStone Master Fund LP, including 2,456 shares of common stock issuable upon exercise of Series I Warrants, 2,267 shares of common stock issuable upon exercise of Series II Warrants and 336,072 shares of common stock issuable upon conversion of the Notes. Marathon, in its capacity as the investment manager of each of the registered holders, has the sole power to vote and the sole power to direct the disposition of all securities held by the registered holders. The general partner of Marathon is Marathon Asset Management GP, LLC, a Delaware limited liability company (the “General Partner”). Bruce Richards and Louis Hanover are the managing members of the General Partner. This statement shall not be deemed to be an admission that Marathon, the General Partner, Messrs. Richards or Hanover, the Registered Holders or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Exchange Act, or for any other purpose. The address of each of the entities named in this footnote is One Bryant Park, 38th Floor, New York, New York 10036. |
(5) | Represents 1,112,862 shares of common stock held by Onex Capital Solutions Holdings, LP, including 14,634 shares of common stock issuable upon exercise of Series I Warrants, 13,240 shares of common stock issuable upon exercise of Series II Warrants and 1,084,988 shares of common stock issuable upon conversion of the Notes. Onex Corporation is a Canadian corporation domiciled in Canada and listed on the Toronto Stock Exchange under the symbol ONEX, and/or Mr. Gerald W. Schwartz, may be deemed to beneficially own the common stock that is deemed to be beneficially owned by Onex Capital Solutions Holdings, LP, through Onex Corporation’s ownership of all of the equity of Onex Capital Solutions GP, LLC, which is the general partner of Onex Capital Solutions GP, LP, the general partner of Onex Capital Solutions Holdings, LP. Mr. Gerald W. Schwartz controls Onex through his ownership of all of the outstanding Multiple Voting Shares of the corporation. Mr. Schwartz also indirectly held 12% of the outstanding Subordinate Voting Shares of Onex at December 31, 2022. The registered address for Onex Corporation is 161 Bay Street, Toronto, Ontario. |
• | on the NYSE, in the over-the-counter market or on any other national securities exchange on which our securities are listed or traded; |
• | in privately negotiated transactions; |
• | in underwritten transactions; |
• | in a block trade in which a broker-dealer will attempt to sell the offered securities as agent but may purchase and resell a portion of the block as principal to facilitate the transaction; |
• | through purchases by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this prospectus; |
• | in ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | through the writing of options (including put or call options), whether the options are listed on an options exchange or otherwise; |
• | through the distribution of the securities by any Selling Securityholder to its partners, members or stockholders; |
• | in short sales entered into after the effective date of the registration statement of which this prospectus forms a part; |
• | by pledge to secured debts and other obligations; |
• | to or through underwriters or agents; |
• | “at the market” or through market makers or into an existing market for the securities; and |
• | any other method permitted pursuant to applicable law. |
• | our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 16, 2023 (the “Annual Report”); |
• | our Quarterly Reports on Form 10-Q for the quarters ended March, 31, 2023 and June 30, 2023, filed with the SEC on May 8, 2023 and August 8, 2023, respectively; |
• | our Current Reports on Form 8-K, filed with the SEC on March 3, 2023, March 20, 2023, April 10, 2023, April 21, 2023, June 9, 2023, June 13, 2023, June 14, 2023, June 15, 2023 and July 3, 2023; |
• | the portions of our Definitive Proxy Statement on Schedule 14A for the 2023 Annual Meeting of Stockholders filed with the SEC on May 1, 2023 that are incorporated by reference into our Annual Report; and |
• | the description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on August 11, 2020, as amended by our Current Reports on Form 8-K filed with the SEC on June 23, 2021 (Film Nos.: 211039284 and 211039293), and any amendment or report filed with the SEC for the purpose of updating such description, including Exhibit 4.2 to the Annual Report. |
Item 14. | Other Expenses and Issuance and Distribution |
SEC Registration Fee | | | $8,926.49 |
Legal fees and expenses | | | $150,000 |
Accounting fees and expense | | | $150,000 |
Miscellaneous expenses | | | $150,000 |
Total | | | $458,926.49 |
Item 15. | Indemnification of Directors and Officers |
Item 16. | Exhibits |
Exhibit Number | | | Description |
| | Third Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Current Report on Form 8-K of the Company on June 13, 2023 and incorporated herein by reference). | |
| | Certificate of Amendment to Third Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Current Report on Form 8-K of the Company on June 14, 2023 and incorporated herein by reference). | |
| | Amended and Restated Bylaws of ATI Physical Therapy, Inc. (filed as Exhibit 3.2 to the Current Report on Form 8-K of the Company on June 23, 2021 and incorporated herein by reference). | |
| | Second Lien Note Purchase Agreement, dated April 17, 2023, by and among ATI Physical Therapy, Inc., Wilco Holdco, Inc., Wilco Intermediate Holdings, Inc., ATI Holdings Acquisition, Inc., the Purchasers party thereto and Wilmington Savings Fund Society, FSB (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on April 21, 2023). | |
| | First Amendment to Note Purchase Agreement, dated June 15, 2023, by and among ATI Physical Therapy, Inc., Wilco Holdco, Inc., Wilco Intermediate Holdings, Inc., ATI Holdings Acquisition, Inc., the Subsidiary Guarantors party thereto, the other Purchasers party thereto and Wilmington Savings Fund Society, FSB (incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on June 15, 2023). | |
| | Registration Rights Agreement, dated June 15, 2023, by and among the Company and certain Preferred Equityholders (incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on June 15, 2023). | |
| | Opinion of Weil, Gotshal & Manges LLP. | |
| | Consent of PricewaterhouseCoopers LLP. | |
| | Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1). | |
| | Power of Attorney (included on the signature page of this Registration Statement). | |
| | Filing Fee Table. |
* | Filed herewith. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| | ATI PHYSICAL THERAPY, INC. | ||||
| | | | |||
| | By: | | | /s/ Joseph Jordan | |
| | | | Joseph Jordan | ||
| | | | Chief Financial Officer |
Name | | | Title | | | Date |
| | | | |||
/s/ Sharon Vitti | | | Chief Executive Officer and Director (Principal Executive Officer) | | | August 9, 2023 |
Sharon Vitti | | |||||
| | | | |||
/s/ Joseph Jordan | | | Chief Financial Officer (Principal Financial Officer) | | | August 9, 2023 |
Joseph Jordan | | |||||
| | | | |||
/s/ Brent Rhodes | | | Chief Accounting Officer (Principal Accounting Officer) | | | August 9, 2023 |
Brent Rhodes | | |||||
| | | | |||
/s/ John L. Larsen | | | Chairman | | | August 9, 2023 |
John L. Larsen | | |||||
| | | | |||
/s/ Randy Raisman | | | Director | | | August 9, 2023 |
Randy Raisman | | |||||
| | | | |||
/s/ Carmine Petrone | | | Director | | | August 9, 2023 |
Carmine Petrone | | |||||
| | | | |||
/s/ Joanne M. Burns | | | Director | | | August 9, 2023 |
Joanne M. Burns | | |||||
| | | | |||
/s/ James E. Parisi | | | Director | | | August 9, 2023 |
James E. Parisi | |
Name | | | Title | | | Date |
| | | | |||
/s/ Andrew Shannahan | | | Director | | | August 9, 2023 |
Andrew Shannahan | | |||||
| | | | |||
/s/ Teresa Sparks | | | Director | | | August 9, 2023 |
Teresa Sparks | | |||||
| | | | |||
/s/ Daniel V. Dourney | | | Director | | | August 9, 2023 |
Daniel V. Dourney | |
Very truly yours,
|
|
/s/ Weil, Gotshal & Manges LLP
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered(1)
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
|
Newly Registered Securities
|
||||||||
Secondary Offering
|
||||||||
Fees to Be Paid
|
Equity
|
Class A common stock, par value
$0.0001 per share
|
457(c)
|
12,273,125(2)
|
$6.60 (3)
|
$81,002,625
|
0.0001102
|
$8,926.49
|
Total Offering Amounts
|
$81,002,625
|
$8,926.49
|
||||||
Total Fees Previously Paid
|
—
|
|||||||
Total Fee Offsets
|
—
|
|||||||
Net Fee Due
|
$8,926.49
|
1 Year ATI Physical Therapy Chart |
1 Month ATI Physical Therapy Chart |
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