Exhibit 99.1 Name and Address of Reporting Person: Advent International Corporation Prudential Tower, 800 Boylston Street, Suite 3300 Boston, MA 02199 Issuer Name and Ticker or Trading ATI Physical Therapy, Inc. [ATIP] Symbol: Date of Event Requiring Statement: June 16, 2021 (Month/Day/Year) Footnotes to Form 3 (1) Represents 130,300,000 shares of ATI Class A common stock ("Common Stock") held by Wilco Acquisition, LP ("Wilco Acquisition"). Wilco GP, Inc. ("Wilco GP"), an affiliate of Advent International Corporation ("Advent"), is the general partner of Wilco Acquisition. (2) Advent and its related entities may be deemed to have indirect beneficial ownership of the Issuer's securities that are beneficially owned by Wilco GP, including indirectly owned through (i) GPE VII GP S.A.R.L. ("Advent GP Luxembourg"), including securities indirectly owned through Advent International GPE VII Limited Partnership, Advent International GPE VII-B Limited Partnership, Advent International GPE VII-C Limited Partnership, Advent International GPE VII-D Limited Partnership, Advent International GPE VII-F Limited Partnership and Advent International GPE VII-G Limited Partnership (collectively, the "Advent Luxembourg Funds"), (ii) GPE VII GP Limited Partnership ("Advent GP Cayman"), including shares owned through Advent International GPE VII-A Limited Partnership, Advent International GPE VII-E Limited Partnership and Advent International GPE VII-H Limited Partnership (collectively, the "Advent Cayman Funds"), (iii) Advent Partners GPE VII Cayman Limited Partnership, (iv) Advent Partners GPE VII - B Cayman Limited Partnership, (v) Advent Partners GPE VII Limited Partnership, (vi) Advent Partners GPE VII - A Cayman Limited Partnership, (vii) Advent Partners GPE VII - A Limited Partnership, (viii) Advent Partners GPE VII 2014 Limited Partnership, (ix) Advent Partners GPE VII 2014 Cayman Limited Partnership, (x) Advent Partners GPE VII-A 2014 Limited Partnership, (xi) Advent Partners GPE VII-A 2014 Cayman Limited Partnership (the entities listed in (iii) through (xi) collectively, the "Advent AP Funds") and GPE VII ATI Co-Investment Limited Partnership (the "Advent Co-Invest Fund"). Advent is the manager of Advent International GPE VII, LLC ("Advent Top GC"), which in turn is the General Partner of each of Advent GP Cayman, the Advent AP Funds, and the Advent Co-Invest Fund. Advent Top GC is also the manager of Advent GP Luxembourg, which is the General Partner of each of the Advent Luxembourg Funds. Advent GP Cayman is the General Partner of each of the Advent Cayman Funds. Each of John L. Maldonado, a Managing Partner at Advent, and Carmine Petrone, a Managing Director at Advent, serves as a director of the Issuer and, in addition, may have limited partner or other interests in one or more of the entities described in this footnote 2. (3) Wilco Acquisition or its designees have the contingent right to receive Shares (the "Earnout Shares") if the volume-weighted average price ("VWAP") of the Common Stock exceeds certain thresholds at any time between June 16, 2021 and June 16, 2031, pursuant to that certain Agreement and Plan of Merger, dated as of February 21, 2021, by and among Fortress Value Acquisition Corp. II ("FVAC II"), FVAC Merger Corp. II, a direct, wholly-owned subsidiary of the FVAC II ("Merger Sub"), and Wilco Holdco, Inc. In the event the VWAP of such shares of Common Stock is greater than (a) $12.00 for at least five days out of a period of ten consecutive trading days ending on the trading day immediately prior to the date of determination, there shall be a one-time issuance of 5,000,000 shares of Common Stock, (b) $14.00 for at least five days out of a period of ten consecutive trading days ending on the trading day immediately prior to the date of determination, there shall be a one-time issuance of 5,000,000 shares of Common Stock and (c) $16.00 for at least five days out of a period of ten consecutive trading days ending on the trading day immediately prior to the date of determination, there shall be a one-time issuance of 5,000,000 Shares. The price targets and the number of Earnout Shares issued shall be equitably adjusted for any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event affecting the shares of Common Stock. (4) Each of the entities and individuals described above are referred to herein as "Reporting Persons." Each Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of its or his respective pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or any other purpose.
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3 Filing
Advent Partners GPE VII-A Cayman Limited Partnership Form 3ATI Physical Therapy / INTERNATIONAL CORP/MA ADVENT ownership change
Filed: 28 Jun 21, 4:30pm