Form SC TO-I/A - Tender offer statement by Issuer: [Amend]

 

 

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 Class of Securities)

 

Erik Kantz
Chief Legal Officer
ATI Physical Therapy, Inc.
2001 Butterfield Road, Suite 1600
Downers Grove, Illinois 60515-1211
Telephone: [phone] 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

​ 

 

 

Copies to: 

James R. Griffin
Weil, Gotshal & Manges LLP
200 Crescent Court
Suite 300, Dallas, Texas 75201
Telephone: [phone] 

 

 

 

​¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 ​

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2

 

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

 

 

 

 

 

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission by ATI Physical Therapy, Inc., a Delaware corporation (“ATI”), on December 17, 2024, as amended and supplemented by Amendment No. 1 to the Schedule TO filed with the SEC on January 3, 2025 and Amendment No. 2 to the Schedule TO filed with the SEC on January 8, 2025 (as it may be further amended and supplemented from time to time, the “Schedule TO”), pursuant to Rule 13e-4 under the Securities and Exchange Act of 1934, as amended, in connection with ATI’s offer to purchase up to 1,650,000 shares of its Class A common stock, par value $0.0001 per share (the “Shares”) at a purchase price of $2.85 per Share, net to the seller in cash, without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions of the Offer to Purchase, dated December 17, 2024, and the related Letter of Transmittal (which, as they may be amended or supplemented from time to time, together constitute the “Offer”).

 

This Amendment No. 3 is being filed to amend and supplement certain provisions of the Schedule TO as set forth herein. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment No. 3 by reference.

 

ITEM 11.

Additional Information.

 

Item 11 of Schedule TO is hereby amended and supplemented by adding the following text thereto:

 

On January 16, 2025, ATI issued a press release announcing the termination of the Offer due to the Minimum Condition not being satisfied. A copy of the press release is filed as Exhibit (a)(5)(D) to the Schedule TO and is incorporated herein by reference.

 

ITEM 12.

Exhibits.

 

Item 12 of Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

(a)(5)(D) Press Release issued by ATI on January 16, 2025.

 

 

 

 

SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 is true, complete and correct.

 

Date: January 16, 2025

 

		ATI Physical Therapy, Inc.
	By:	/s/ Erik Kantz
		Name: Erik Kantz Title: Chief Legal Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated December 17, 2024.*
(a)(1)(B)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Summary Advertisement, dated December 17, 2024.*
(a)(5)(A)	Press Release issued by ATI on December 17, 2024.*
(a)(5)(B)	Employee Letter issued by ATI on December 17, 2024.*
(a)(5)(C)	Tender Reminder Letter issued by ATI on January 3, 2025.*
(a)(5)(D)	Press Release Issued by ATI on January 16, 2025.**
(b)(1)	Third Amendment to Note Purchase Agreement, dated December 12, 2024, by and among ATI, Wilco Holdco, Inc. (“Wilco”), Wilco Intermediate Holdings, Inc. (“Holdings”), ATI Holdings Acquisition, Inc. (“Opco”), the subsidiary guarantors party thereto, the purchasers from time to time party thereto (in such capacity, the “Third Amendment Purchasers”) and Wilmington Savings Fund Society, FSB, as purchaser representative (incorporated by reference to the Form 8-K filed by ATI on December 17, 2024).
(b)(2)	Form of Third Amendment Notes (incorporated by reference to the Form 8-K filed by ATI on December 17, 2024).
(b)(3)	Escrow Agreement, dated as of December 12, 2024, by and among ATI, the Third Amendment Purchasers and Computershare Trust Company, N.A. (incorporated by reference to the Form 8-K filed by ATI on December 17, 2024).
(b)(4)	Amendment No. 3 to the Credit Agreement and Amendment No. 1 to Parent Loan Guaranty, dated December 13, 2024, by and among ATI, Wilco, Holdings, Opco, the subsidiary guarantors party thereto, the lenders from time to time party thereto, HPS Investment Partners, as lender representative, and Barclays Bank plc, as administrative agent (incorporated by reference to the Form 8-K filed by ATI on December 17, 2024).
(d)	Non-Tender Agreement, dated as of December 14, 2024, by and among the persons listed on Schedule A thereto, in each such person’s capacity as a stockholder of ATI, and ATI.*
(g)	Not applicable.
(h)	Not applicable.
107	Filing Fee Table.*

 

 

* Previously filed.

** Filed herewith.

 

 

 

 

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 $2.85 per Share

 

DOWNERS GROVE, Ill. – January 16, 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 it has terminated its previously announced tender offer (the “Offer”), the terms and conditions of which are described in an Offer to Purchase, dated December 17, 2024 (the “Offer to Purchase”), to purchase up to 1,650,000 shares of its Class A common stock, par value $0.0001 per share (the “Shares”) at a purchase price of $2.85 per Share, as a result of the Minimum Condition (as defined in the Offer to Purchase) not having been satisfied. As a result of the termination of the Offer, no Shares will be purchased in the Offer and no consideration will be paid for any of the tendered Shares.

 

ATI’s obligation to consummate the Offer by accepting for purchase, and paying for, any Shares validly tendered (and not validly withdrawn) was conditioned upon, among other things, the satisfaction or waiver by the Company of the Minimum Condition. Per the terms of the Offer to Purchase, 1,565,000 Shares must be validly tendered (and not validly withdrawn) in order for the Minimum Condition to be satisfied and the Offer to be completed. The Minimum Condition has not been satisfied.

 

This press release constitutes a formal termination of the Offer, which was made pursuant to the terms and conditions set forth in the Offer to Purchase. This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any securities.

 

Stockholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, Innisfree M&A Incorporated, at [phone] (toll-free).

 

About ATI Physical Therapy, Inc.

 

At ATI Physical Therapy, we are committed to making every life an active life. We provide convenient access to high-quality care to prevent and treat musculoskeletal (MSK) pain. Our 850+ locations in 24 states and virtual practice operate under one of the largest single-branded platforms built to support standardized clinical guidelines and operating processes. With outcomes from more than 3 million unique patient cases, ATI strives to utilize quality standards designed to deliver proven, predictable, and impactful patient outcomes. From preventative services in the workplace and athletic training support to outpatient clinical services and online physical therapy via our online platform, CONNECT™, a complete list of our service offerings can be found at ATIpt.com. ATI is based in Downers Grove, Illinois.

 

Contacts

 

Investor Relations
Scott Rundell

Interim Chief Financial Officer and Head of Investor Relations
ATI Physical Therapy
[e-mail]

 

 

 

 

Media Inquiries
Michael Freitag / Aura Reinhard
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

 

Scott Parent
Director of Communications
ATI Physical Therapy
[e-mail]

 

 

 

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