{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-23-030057","form_type":"8-K","ticker":null,"cik":"0001815849","company_name":"ATI Physical Therapy, Inc.","filed_at":"2023-06-15T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.793464+00:00","generated_at":"2026-06-14T00:29:41.960417+00:00","sec_items":["1.01","2.03","3.02","3.03","5.02","5.03","7.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"ATI Physical Therapy completes $100M debt exchange and $25M delayed draw facility to boost liquidity","bullets":["Exchanged $100M of first lien term loans for new second lien PIK convertible notes and Series B Preferred Stock.","Issued additional $3.24M in notes and Series B Preferred Stock to First Amendment Purchasers.","Obtained $25M delayed draw facility in the form of new second lien PIK exchangeable notes.","Two directors (John Maldonado, Andrew McKnight) resigned; Andrew Shannahan and Randy Raisman appointed as independent directors.","Preferred equity holders now have right to appoint four directors (previously one) until certain conditions met."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-23-030057","json":"https://secwatch.observer/filing/0001140361-23-030057.json","markdown":"https://secwatch.observer/filing/0001140361-23-030057.md","text":"https://secwatch.observer/filing/0001140361-23-030057.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1815849/000114036123030057/0001140361-23-030057-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1815849/000114036123030057/brhc20054312_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T00:29:41.960417+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2c2d59e0822a7d0cf740058dc6d4bbc932615ae2","claim":"ATI Physical Therapy, Inc. incurred senior notes of $3,243,302.02 million with First Amendment Purchasers.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1815849/000114036123030057/0001140361-23-030057-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$3,243,302.02 million"},{"label":"Counterparty","value":"First Amendment Purchasers"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"c41aee9459c13887d2d5686eb99a839bb03b3f2d","claim":"ATI Physical Therapy, Inc. incurred convertible notes of $100.0 million with certain of the Preferred Equityholders.","evidence_excerpt":"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\")","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1815849/000114036123030057/0001140361-23-030057-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$100.0 million"},{"label":"Counterparty","value":"certain of the Preferred Equityholders"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"32ab179f2a","claim":"Andrew McKnight resigned as Director at ATI Physical Therapy, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1815849/000114036123030057/0001140361-23-030057-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"7ee7047751","claim":"Randy Raisman was appointed as Director at ATI Physical Therapy, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1815849/000114036123030057/0001140361-23-030057-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"8a6f1b29bb","claim":"John Maldonado resigned as Director at ATI Physical Therapy, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1815849/000114036123030057/0001140361-23-030057-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"b273e2642c","claim":"Andrew Shannahan was appointed as Director at ATI Physical Therapy, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1815849/000114036123030057/0001140361-23-030057-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"0e630d8b4952246192722e09f3ce8e9627cfff08","claim":"ATI Physical Therapy, Inc.: Incorporates by reference information regarding amendments to articles of incorporation or bylaws from Item 1.01, but no description of the change is provided.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1815849/000114036123030057/0001140361-23-030057-index.htm","confidence":0.4,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"18c2c2d74fade35ce4b4d1d0badf7bd6af875ac5","claim":"ATI Physical Therapy, Inc. entered into Amendment No. 2 to Credit Agreement with Barclays Bank PLC, as administrative agent and issuing bank, and the lenders party thereto (effective 2023-06-15).","evidence_excerpt":"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”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1815849/000114036123030057/0001140361-23-030057-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Barclays Bank PLC, as administrative agent and issuing bank, and the lenders party thereto"},{"label":"Effective","value":"2023-06-15"}],"fact_type":"material_agreement"},{"claim_id":"1f41636660b54ad272395a896e55d9c45b6e8af3","claim":"ATI Physical Therapy, Inc. entered into First Amendment to Note Purchase Agreement with the Purchasers party thereto and Wilmington Savings Fund Society, FSB, as purchaser representative valued at $3,243,302.02 aggregate principal amount (effective 2023-06-15).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1815849/000114036123030057/0001140361-23-030057-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"the Purchasers party thereto and Wilmington Savings Fund Society, FSB, as purchaser representative"},{"label":"Value","value":"$3,243,302.02 aggregate principal amount"},{"label":"Effective","value":"2023-06-15"}],"fact_type":"material_agreement"},{"claim_id":"7246c2a603ee6ebea699e945a96e3e1c59c3199a","claim":"ATI Physical Therapy, Inc. entered into Registration Rights Agreement with the Purchasers (effective 2023-06-15).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1815849/000114036123030057/0001140361-23-030057-index.htm","confidence":0.7,"family_label":"Material Agreements","details":[{"label":"Counterparty","value":"the Purchasers"},{"label":"Effective","value":"2023-06-15"}],"fact_type":"material_agreement"},{"claim_id":"7d1a6e87770cc79a69c6f35669e2a85a4575502b","claim":"ATI Physical Therapy, Inc. entered into First Amended and Restated Certificate of Designation of Series A Senior Preferred Stock (effective 2023-06-15).","evidence_excerpt":"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”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1815849/000114036123030057/0001140361-23-030057-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Effective","value":"2023-06-15"}],"fact_type":"material_agreement"},{"claim_id":"ddbdd798e990dc2587a74beff67ec6e4aa1c78a0","claim":"ATI Physical Therapy, Inc. entered into Certificate of Designation of Series B Preferred Stock (effective 2023-06-15).","evidence_excerpt":"the Certificate of Designation of Series B Preferred Stock of the Company, dated as of June 15, 2023 (the “Series B COD”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1815849/000114036123030057/0001140361-23-030057-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Effective","value":"2023-06-15"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}