0000950103-23-009301.txt : 20230626 0000950103-23-009301.hdr.sgml : 20230626 20230626200721 ACCESSION NUMBER: 0000950103-23-009301 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230615 FILED AS OF DATE: 20230626 DATE AS OF CHANGE: 20230626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARATHON ASSET MANAGEMENT LP CENTRAL INDEX KEY: 0001279913 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 231043775 BUSINESS ADDRESS: STREET 1: ONE BRYANT PARK STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-500-3123 MAIL ADDRESS: STREET 1: ONE BRYANT PARK STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: MARATHON ASSET MANAGEMENT LLC DATE OF NAME CHANGE: 20040212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARATHON DISTRESSED CREDIT MASTER FUND CENTRAL INDEX KEY: 0001920239 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 231043773 BUSINESS ADDRESS: STREET 1: C/O MARATHON ASSET MANAGEMENT, L.P. STREET 2: ONE BRYANT PARK, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-500-3123 MAIL ADDRESS: STREET 1: C/O MARATHON ASSET MANAGEMENT, L.P. STREET 2: ONE BRYANT PARK, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARATHON STEPSTONE MASTER FUND LP CENTRAL INDEX KEY: 0001920234 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 231043771 BUSINESS ADDRESS: STREET 1: C/O MARATHON ASSET MANAGEMENT, L.P. STREET 2: ONE BRYANT PARK, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-500-3123 MAIL ADDRESS: STREET 1: C/O MARATHON ASSET MANAGEMENT, L.P. STREET 2: ONE BRYANT PARK, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Richards Bruce J CENTRAL INDEX KEY: 0001983069 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 231043770 MAIL ADDRESS: STREET 1: C/O MARATHON ASSET MANAGEMENT, L.P. STREET 2: ONE BRYANT PARK, 38TH FL CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hanover Louis CENTRAL INDEX KEY: 0001939267 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 231043769 MAIL ADDRESS: STREET 1: C/O MARATHON ASSET MANAGEMENT, L.P. STREET 2: ONE BRYANT PARK, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marathon Asset Management GP, L.L.C. CENTRAL INDEX KEY: 0001983009 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 231043774 BUSINESS ADDRESS: STREET 1: ONE BRYANT PARK, 38TH FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-500-3000 MAIL ADDRESS: STREET 1: ONE BRYANT PARK, 38TH FL CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCSP Sub, LLC CENTRAL INDEX KEY: 0001983012 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 231043772 BUSINESS ADDRESS: STREET 1: ONE BRYANT PARK, 38TH FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-500-3000 MAIL ADDRESS: STREET 1: ONE BRYANT PARK, 38TH FL CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ATI Physical Therapy, Inc. CENTRAL INDEX KEY: 0001815849 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 851408039 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 790 REMINGTON BOULEVARD CITY: BOILINGBROOK STATE: IL ZIP: 60440 BUSINESS PHONE: 630-296-2223 MAIL ADDRESS: STREET 1: 790 REMINGTON BOULEVARD CITY: BOILINGBROOK STATE: IL ZIP: 60440 FORMER COMPANY: FORMER CONFORMED NAME: Fortress Value Acquisition Corp. II DATE OF NAME CHANGE: 20200622 3 1 dp195766_3-marathon.xml FORM 3 X0206 3 2023-06-15 0 0001815849 ATI Physical Therapy, Inc. ATIP 0001279913 MARATHON ASSET MANAGEMENT LP ONE BRYANT PARK 38TH FLOOR NEW YORK NY 10036 0 0 1 0 0001983009 Marathon Asset Management GP, L.L.C. ONE BRYANT PARK 38TH FLOOR NEW YORK NY 10036 0 0 1 0 0001920239 MARATHON DISTRESSED CREDIT MASTER FUND ONE BRYANT PARK 38TH FLOOR NEW YORK NY 10036 0 0 1 0 0001983012 MCSP Sub, LLC ONE BRYANT PARK 38TH FLOOR NEW YORK NY 10036 0 0 1 0 0001920234 MARATHON STEPSTONE MASTER FUND LP ONE BRYANT PARK 38TH FLOOR NEW YORK NY 10036 0 0 1 0 0001983069 Richards Bruce J ONE BRYANT PARK 38TH FLOOR NEW YORK NY 10036 0 0 1 0 0001939267 Hanover Louis ONE BRYANT PARK 38TH FLOOR NEW YORK NY 10036 0 0 1 0 Series A Preferred Stock 50000 I See Footnote Series B Preferred Stock 41725 I See Footnote Series I Warrants (right to acquire) Class A Common Stock 36236 I See Footnotes Series II Warrants (right to acquire) Class A Common Stock 33448 I See Footnotes Convertible PIK Notes Class A Common Stock 3338256 I See Footnotes Reflects shares of Series A Preferred Stock of the Issuer held by the Marathon Funds (as defined below). Reflects shares of Series B Preferred Stock of the Issuer held by the Marathon Funds. Reflects warrants to acquire shares of Class A Common Stock of the Issuer ("Common Stock") held by the Marathon Funds ("Series I Warrants"). The Series I Warrants may be exercised at any time prior to their expiration on February 24, 2027. The exercise price of the Series I Warrants is $150.00 per share. Reflects warrants to acquire shares of Common Stock held by the Marathon Funds ("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. Reflects senior second lien secured convertible PIK notes held by the Marathon Funds ("Notes"). The aggregate principal amount of the Notes is $41,728,214.61, 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). 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. 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). Marathon Asset Management, L.P. ("Marathon"), as the investment manager of each of MAM PT, LLC ("MAM"), MCSP SUB LLC ("Empire"), Marathon Distressed Credit Master Fund ("MDCF") and Marathon Stepstone Master Fund LP ("StepStone" and, together with MAM, Empire, MDCF, the "Marathon Funds"), has the sole power to vote and direct the disposition of all the reported securities held by the Marathon Funds. Accordingly, Marathon may be deemed to beneficially own such reported securities. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. and, thus, may be deemed to beneficially own the reported securities held by the Marathon Funds. This report is not an admission that any Reporting Person beneficially owns the reported securities. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. Exhibit 99 - Joint Filer Statement Marathon Asset Management, L.P., by: /s/ Jamie Raboy, Authorized Signatory 2023-06-26 Marathon Asset Management, GP, L.L.C., by: /s/ Jamie Raboy, Authorized Signatory 2023-06-26 Marathon Distressed Credit Master Fund, by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory 2023-06-26 MCSP Sub LLC., by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory 2023-06-26 Marathon StepStone Master Fund LP, by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory 2023-06-26 /s/ Bruce Richards 2023-06-26 /s/ Louis Hanover 2023-06-26 EX-99 2 dp195766_3-ex99.htm EXHIBIT 99

 

Exhibit 99

 

Joint Filer Information

 

Each of the following joint filers has designated Marathon Asset Management, L.P. as the “Designated Filer” for purposes of the attached Form 3:

 

1.Marathon Asset Management GP, L.L.C.

One Bryant Park, 38th Floor

New York, NY 10036

 

2.Marathon Distressed Credit Master Fund

One Bryant Park, 38th Floor

New York, NY 10036

 

3.MCSP Sub LLC

One Bryant Park, 38th Floor

New York, NY 10036

 

4.Marathon StepStone Master Fund LP

One Bryant Park, 38th Floor

New York, NY 10036

 

5.Bruce Richards

One Bryant Park, 38th Floor

New York, NY 10036

 

6.Louis Hanover

One Bryant Park, 38th Floor

New York, NY 10036

 

Date of Event Requiring Statement: June 15, 2023

Issuer Name and Ticker or Trading Symbol: ATI PHYSICAL THERAPY, INC. [ ATIP ]

 

Marathon Asset Management, L.P., by: /s/ Jamie Raboy, Authorized Signatory 6/26/2023
Marathon Asset Management, GP, L.L.C., by: /s/ Jamie Raboy, Authorized Signatory 6/26/2023
Marathon Distressed Credit Master Fund, by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory 6/26/2023
MCSP Sub LLC., by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory 6/26/2023
Marathon StepStone Master Fund LP, by: /s/ Marathon Asset Management L.P., solely in its capacity as Investment Manager, by Jamie Raboy, Authorized Signatory 6/26/2023
/s/ Bruce Richards 6/26/2023
/s/ Louis Hanover 6/26/2023

 

Date: June 26, 2023