UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
ATI Physical Therapy, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00216W109
(CUSIP Number)
Laura Torrado
c/o Knighthead Capital Management, LLC
280 Park Avenue, 22nd Floor
New York, New York 10017
(212) 356-2900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
COPY TO:
Tim Cruickshank, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4800
October 18, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 00216W109
| 1. | Names of Reporting Persons
Knighthead Capital Management, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) (b)
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of funds (see instructions)
AF | |||||
| 5. | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
17,753,345(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
17,753,345(1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
17,753,345(1) | |||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
| |||||
| 13. | Percent of Class Represented By Amount in Row (11)
8.36%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
IA | |||||
| (1) | Represents 17,753,345 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), including (i) 12,486,380 shares of Class A Common Stock, (ii) 3,157,147 shares of Class A Common Stock issuable upon exercise of an equal number of warrants to acquire shares of Class A Common Stock upon payment of $0.01 per share (“Penny Warrants”) and (iii) 2,109,818 shares of Class A Common Stock issuable upon exercise of an equal number of warrants to acquire shares of Class A Common Stock upon payment of $3.00 per share (“$3 Warrants”). |
| (2) | Calculated based on (i) 207,148,839 shares of Class A Common Stock issued and outstanding as of August 4, 2022 as reported on the Issuer’s Form 10-Q, filed on August 9, 2022, and (ii) 5,266,965 shares of Class A Common Stock issuable in connection with the 3,157,147 Penny Warrants and 2,109,818 $3 Warrants. |
CUSIP No. 00216W109
| 1. | Names of Reporting Persons
Knighthead Master Fund, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) (b)
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of funds (see instructions)
WC | |||||
| 5. | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
7,341,971(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
7,341,971(1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,341,971(1) | |||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
| |||||
| 13. | Percent of Class Represented By Amount in Row (11)
3.46%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
IA | |||||
| (1) | Represents 7,341,971 shares of Class A Common Stock, including (i) 5,103,894 shares of Class A Common Stock, (ii) 1,342,846 Penny Warrants and (iii) 895,231 $3 Warrants. |
| (2) | Calculated based on (i) 207,148,839 shares of Class A Common Stock issued and outstanding as of August 4, 2022 as reported on the Issuer’s Form 10-Q, filed on August 9, 2022, and (ii) 5,266,965 shares of Class A Common Stock issuable in connection with the 3,157,147 Penny Warrants and 2,109,818 $3 Warrants. |
CUSIP No. 00216W109
| 1. | Names of Reporting Persons
Knighthead (NY) Fund, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) (b)
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of funds (see instructions)
WC | |||||
| 5. | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,252,938(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,252,938(1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,252,938(1) | |||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
| |||||
| 13. | Percent of Class Represented By Amount in Row (11)
1.06%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
IA | |||||
| (1) | Represents 2,252,938 shares of Class A Common Stock, including (i) 1,592,511 shares of Class A Common Stock, (ii) 396,256 Penny Warrants and (iii) 264,171 $3 Warrants. |
| (2) | Calculated based on (i) 207,148,839 shares of Class A Common Stock issued and outstanding as of August 4, 2022 as reported on the Issuer’s Form 10-Q, filed on August 9, 2022, and (ii) 5,266,965 shares of Class A Common Stock issuable in connection with the 3,157,147 Penny Warrants and 2,109,818 $3 Warrants. |
CUSIP No. 00216W109
| 1. | Names of Reporting Persons
Knighthead Annuity & Life Assurance Company | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) (b)
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of funds (see instructions)
WC | |||||
| 5. | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
5,004,089(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
5,004,089(1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
5,004,089(1) | |||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
| |||||
| 13. | Percent of Class Represented By Amount in Row (11)
2.36%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
IA | |||||
| (1) | Represents 5,004,089 shares of Class A Common Stock, including (i) 3,975,853 shares of Class A Common Stock, (ii) 616,942 Penny Warrants and (iii) 411,294 $3 Warrants. |
| (2) | Calculated based on (i) 207,148,839 shares of Class A Common Stock issued and outstanding as of August 4, 2022 as reported on the Issuer’s Form 10-Q, filed on August 9, 2022, and (ii) 5,266,965 shares of Class A Common Stock issuable in connection with the 3,157,147 Penny Warrants and 2,109,818 $3 Warrants. |
CUSIP No. 00216W109
| 1. | Names of Reporting Persons
Knighthead Distressed Opportunities Fund, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) (b)
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of funds (see instructions)
WC | |||||
| 5. | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,154,347(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,154,347(1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,154,347(1) | |||||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
| |||||
| 13. | Percent of Class Represented By Amount in Row (11)
1.48%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
IA | |||||
| (1) | Represents 3,154,347 shares of Class A Common Stock, including (i) 1,814,122 shares of Class A Common Stock, (ii) 801,103 Penny Warrants and (iii) 539,122 $3 Warrants. |
| (2) | Calculated based on (i) 207,148,839 shares of Class A Common Stock issued and outstanding as of August 4, 2022 as reported on the Issuer’s Form 10-Q, filed on August 9, 2022, and (ii) 5,266,965 shares of Class A Common Stock issuable in connection with the 3,157,147 Penny Warrants and 2,109,818 $3 Warrants. |
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2022, as amended by Amendment No. 1 filed with the SEC on September 28, 2022 (as amended by Amendment No. 1, the “Schedule 13D”), with respect to the Class A Common Stock, par value $0.0001 per share of ATI Physical Therapy, Inc., a Delaware corporation (the “Issuer” or the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.
This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
Item 3. Source and Amount of Funds or Other Consideration.
The purchases of Shares reported herein were made using funds from the working capital of the Knighthead Funds, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. A total of approximately $2.23 million (excluding brokerage commissions) was paid to acquire the Shares reported in this Amendment No. 2.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a)—(b) The information relating to the beneficial ownership of the Shares by each of the Reporting Persons set forth in Rows 7 through 13 on each of the cover pages hereto is incorporated by reference herein and is as of the date hereof. Such information is based on 207,148,839 shares of Class A Common Stock issued and outstanding as of August 4, 2022 as reported on the Issuer’s Form 10-Q, filed with the SEC on August 9, 2022.
By virtue of the relationship among the Reporting Persons described in Item 2, each such Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the Shares as set forth in rows 7 through 13 of the cover pages of this Statement. The filing of this Statement shall not be construed as an admission that any such Reporting Person, Mr. O’Hara, Mr. Wagner or Mr. Cohen is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
(c) Except as otherwise set forth in this Statement, including, but not limited to, the Class A Common Stock transactions described in Exhibit A to this Schedule 13D/A, none of the Reporting Persons has effected any transactions in the Class A Common Stock during the past 60 days.
(d) Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class A Common Stock of the Issuer reported by this Statement.
(e) Inapplicable.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: October 20, 2022
| KNIGHTHEAD CAPITAL MANAGEMENT, LLC | ||
/s/ Laura Torrado | ||
| Name: Laura Torrado | ||
| Title: General Counsel | ||
| KNIGHTHEAD MASTER FUND, L.P. | ||
| By: | Knighthead Capital Management, LLC, its investment manager | |
/s/ Laura Torrado | ||
| Name: Laura Torrado | ||
| Title: General Counsel | ||
| KNIGHTHEAD (NY) FUND, L.P. | ||
| By: | Knighthead Capital Management, LLC, its investment advisor | |
/s/ Laura Torrado | ||
| Name: Laura Torrado | ||
| Title: General Counsel | ||
| KNIGHTHEAD ANNUITY & LIFE ASSURANCE COMPANY | ||
| By: | Knighthead Capital Management, LLC, its investment advisor | |
/s/ Laura Torrado | ||
| Name: Laura Torrado | ||
| Title: General Counsel | ||
| KNIGHTHEAD DISTRESSED OPPORTUNITIES FUND, L.P. | ||
| By: | Knighthead Capital Management, LLC, its investment manager | |
/s/ Laura Torrado | ||
| Name: Laura Torrado | ||
| Title: General Counsel | ||
Exhibit A
Volume-Weighted Average Price (“VWAP”) Trade Details
Trade Date | Name | Amount Purchased | VWAP* | |||||||
09/27/2022 | Knighthead Master Fund, L.P. | 97,214 | $ | 1.03 | ||||||
09/27/2022 | Knighthead (NY) Fund, L.P. | 31,962 | $ | 1.03 | ||||||
09/27/2022 | Knighthead Annuity & Life Assurance Company | 79,227 | $ | 1.03 | ||||||
09/27/2022 | Knighthead Distressed Opportunities Fund, L.P. | 36,382 | $ | 1.03 | ||||||
09/28/2022 | Knighthead Master Fund, L.P. | 45,314 | $ | 1.03 | ||||||
09/28/2022 | Knighthead (NY) Fund, L.P. | 14,898 | $ | 1.03 | ||||||
09/28/2022 | Knighthead Annuity & Life Assurance Company | 36,929 | $ | 1.03 | ||||||
09/28/2022 | Knighthead Distressed Opportunities Fund, L.P. | 16,959 | $ | 1.03 | ||||||
09/29/2022 | Knighthead Master Fund, L.P. | 503 | $ | 1.04 | ||||||
09/29/2022 | Knighthead (NY) Fund, L.P. | 165 | $ | 1.04 | ||||||
09/29/2022 | Knighthead Annuity & Life Assurance Company | 410 | $ | 1.04 | ||||||
09/29/2022 | Knighthead Distressed Opportunities Fund, L.P. | 188 | $ | 1.04 | ||||||
09/30/2022 | Knighthead Master Fund, L.P. | 24,793 | $ | 1.02 | ||||||
09/30/2022 | Knighthead (NY) Fund, L.P. | 8,152 | $ | 1.02 | ||||||
09/30/2022 | Knighthead Annuity & Life Assurance Company | 20,206 | $ | 1.02 | ||||||
09/30/2022 | Knighthead Distressed Opportunities Fund, L.P. | 9,279 | $ | 1.02 | ||||||
10/03/2022 | Knighthead Master Fund, L.P. | 39,714 | $ | 1.03 | ||||||
10/03/2022 | Knighthead (NY) Fund, L.P. | 13,057 | $ | 1.03 | ||||||
10/03/2022 | Knighthead Annuity & Life Assurance Company | 32,366 | $ | 1.03 | ||||||
10/03/2022 | Knighthead Distressed Opportunities Fund, L.P. | 14,863 | $ | 1.03 | ||||||
10/04/2022 | Knighthead Master Fund, L.P. | 3,257 | $ | 1.01 | ||||||
10/04/2022 | Knighthead (NY) Fund, L.P. | 1,071 | $ | 1.01 | ||||||
10/04/2022 | Knighthead Annuity & Life Assurance Company | 2,654 | $ | 1.01 | ||||||
10/04/2022 | Knighthead Distressed Opportunities Fund, L.P. | 1,219 | $ | 1.01 | ||||||
10/05/2022 | Knighthead Master Fund, L.P. | 11,422 | $ | 0.99 | ||||||
10/05/2022 | Knighthead (NY) Fund, L.P. | 3,755 | $ | 0.99 | ||||||
10/05/2022 | Knighthead Annuity & Life Assurance Company | 9,309 | $ | 0.99 | ||||||
10/05/2022 | Knighthead Distressed Opportunities Fund, L.P. | 4,275 | $ | 0.99 | ||||||
10/06/2022 | Knighthead Master Fund, L.P. | 39,714 | $ | 1.02 | ||||||
10/06/2022 | Knighthead (NY) Fund, L.P. | 13,057 | $ | 1.02 | ||||||
10/06/2022 | Knighthead Annuity & Life Assurance Company | 32,366 | $ | 1.02 | ||||||
10/06/2022 | Knighthead Distressed Opportunities Fund, L.P. | 14,863 | $ | 1.02 | ||||||
10/07/2022 | Knighthead Master Fund, L.P. | 49,643 | $ | 1.03 | ||||||
10/07/2022 | Knighthead (NY) Fund, L.P. | 16,322 | $ | 1.03 | ||||||
10/07/2022 | Knighthead Annuity & Life Assurance Company | 40,457 | $ | 1.03 | ||||||
10/07/2022 | Knighthead Distressed Opportunities Fund, L.P. | 18,578 | $ | 1.03 | ||||||
10/11/2022 | Knighthead Master Fund, L.P. | 12,684 | $ | 0.96 | ||||||
10/11/2022 | Knighthead (NY) Fund, L.P. | 4,172 | $ | 0.96 | ||||||
10/11/2022 | Knighthead Annuity & Life Assurance Company | 10,414 | $ | 0.96 | ||||||
10/11/2022 | Knighthead Distressed Opportunities Fund, L.P. | 4,799 | $ | 0.96 | ||||||
10/12/2022 | Knighthead Master Fund, L.P. | 80,412 | $ | 1.05 | ||||||
10/12/2022 | Knighthead (NY) Fund, L.P. | 26,446 | $ | 1.05 | ||||||
10/12/2022 | Knighthead Annuity & Life Assurance Company | 66,017 | $ | 1.05 | ||||||
10/12/2022 | Knighthead Distressed Opportunities Fund, L.P. | 30,425 | $ | 1.05 | ||||||
10/13/2022 | Knighthead Master Fund, L.P. | 78,509 | $ | 1.03 | ||||||
10/13/2022 | Knighthead (NY) Fund, L.P. | 25,820 | $ | 1.03 | ||||||
10/13/2022 | Knighthead Annuity & Life Assurance Company | 64,455 | $ | 1.03 | ||||||
10/13/2022 | Knighthead Distressed Opportunities Fund, L.P. | 29,706 | $ | 1.03 | ||||||
10/14/2022 | Knighthead Master Fund, L.P. | 98,916 | $ | 1.03 | ||||||
10/14/2022 | Knighthead (NY) Fund, L.P. | 32,520 | $ | 1.03 | ||||||
10/14/2022 | Knighthead Annuity & Life Assurance Company | 81,150 | $ | 1.03 | ||||||
10/14/2022 | Knighthead Distressed Opportunities Fund, L.P. | 37,414 | $ | 1.03 | ||||||
10/17/2022 | Knighthead Master Fund, L.P. | 128,548 | $ | 1.03 | ||||||
10/17/2022 | Knighthead (NY) Fund, L.P. | 42,277 | $ | 1.03 | ||||||
10/17/2022 | Knighthead Annuity & Life Assurance Company | 105,536 | $ | 1.03 | ||||||
10/17/2022 | Knighthead Distressed Opportunities Fund, L.P. | 48,639 | $ | 1.03 | ||||||
10/18/2022 | Knighthead Master Fund, L.P. | 138,436 | $ | 1.10 | ||||||
10/18/2022 | Knighthead (NY) Fund, L.P. | 45,529 | $ | 1.10 | ||||||
10/18/2022 | Knighthead Annuity & Life Assurance Company | 113,655 | $ | 1.10 | ||||||
10/18/2022 | Knighthead Distressed Opportunities Fund, L.P. | 52,380 | $ | 1.10 |
| * | The prices reported in this Column are volume-weighted average prices. These shares were bought in transactions at prices that did not exceed a $1 price range. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price. |
