ATI Physical Therapy, Inc.: debt financing — ATI Physical Therapy completes $100M debt exchange and $25M delayed draw facility to boost liquidity

per share equal to $12.87, and (ii) issued to the First Amendment Purchasers, and the First Amendment Purchases purchased from the Company, an aggregate principal amount of $3,243,302.02 million in Notes and shares of stapled Series B Preferred Stock. Holders of the Notes will also receive additional Notes upon the in-kind payment of interest on any outstanding Notes.

exchanged $100.0 million of the aggregate principal amount of the term loans under the 2022 Credit Agreement held by certain of the Preferred Equityholders for $100.0 million aggregate principal amount of a new stapled security, comprised of (A) second lien PIK convertible notes (the "Notes")

Andrew McKnight also notified the Board of his intent to resign from the Company’s Board and all committees of the Board of which he was a member, effective as of the Closing Date.

Effective as of the Closing Date, pursuant to the terms of the A&R TSA and as approved by the Board, Andrew Shannahan and Randy Raisman were appointed to the Board to serve as independent directors with terms expiring at the Company’s 2024 annual meeting of stockholders.

John Maldonado, an affiliate of Advent International Corporation, resigned from the Company’s Board and all committees of the Board of which he was a member, effective as of the Closing Date.

Effective as of the Closing Date, pursuant to the terms of the A&R TSA and as approved by the Board, Andrew Shannahan and Randy Raisman were appointed to the Board to serve as independent directors with terms expiring at the Company’s 2024 annual meeting of stockholders.

The information required by this Item 5.03 set forth under Item 1.01 above related to the A&R Series A COD and Series B COD is hereby incorporated by reference in response to this Item.

On the Closing Date, certain previously executed agreements became effective, including (i) Amendment No. 2 to Credit Agreement (the “Credit Agreement Amendment”), by, among others, ATI Holdings Acquisition, Inc., as borrower (“Opco”), Wilco Intermediate Holdings, Inc. (“Holdings”), Barclays Bank PLC, as administrative agent and issuing bank (the “Administrative Agent”), and the lenders party thereto, which amends that certain Credit Agreement, dated as of February 24, 2022 (the “2022 Credit Agreement” and together with the Credit Agreement Amendment, the “Credit Agreement”)

the First Amendment to Note Purchase Agreement (together with the Original Note Purchase Agreement, the “Note Purchase Agreement”), dated as of the Closing Date, by and among the Company, Wilco, Holdings, Opco, the Purchasers party thereto (in such capacity, the “First Amendment Purchasers”) and the Purchaser Representative, pursuant to which the First Amendment Purchasers agreed to purchase, and the Company agreed to issue, an additional $3,243,302.02 aggregate principal amount of Notes

the Registration Rights Agreement, dated as of June 15, 2023, by and among the Company and the Purchasers with respect to the resale of shares of Common Stock into which such notes are convertible

the First Amended and Restated Certificate of Designation of Series A Senior Preferred Stock of the Company, dated as of June 15, 2023 (the “A&R Series A COD”)

the Certificate of Designation of Series B Preferred Stock of the Company, dated as of June 15, 2023 (the “Series B COD”)