4//SEC Filing
KNIGHTHEAD MASTER FUND LP 4
Accession 0000950103-24-001959
CIK 0001815849other
Filed
Feb 7, 7:00 PM ET
Accepted
Feb 8, 7:09 PM ET
Size
31.8 KB
Accession
0000950103-24-001959
Insider Transaction Report
Form 4
Transactions
- Award
Series B Preferred Stock
2024-01-30+12,000→ 64,383 total(indirect: See Footnote) - Award
Convertible PIK Notes (Delayed Draw)
2024-01-30+960,000→ 960,000 total(indirect: See Footnote)→ Class A Common Stock (960,000 underlying)
Holdings
- 258,600(indirect: See Footnote)
Class A Common Stock
- 75,580(indirect: See Footnote)
Series A Preferred Stock
Knighthead Capital Management, LLC
10% Owner
Transactions
- Award
Series B Preferred Stock
2024-01-30+12,000→ 64,383 total(indirect: See Footnote) - Award
Convertible PIK Notes (Delayed Draw)
2024-01-30+960,000→ 960,000 total(indirect: See Footnote)→ Class A Common Stock (960,000 underlying)
Holdings
- 75,580(indirect: See Footnote)
Series A Preferred Stock
- 258,600(indirect: See Footnote)
Class A Common Stock
KNIGHTHEAD MASTER FUND LP
10% Owner
Transactions
- Award
Convertible PIK Notes (Delayed Draw)
2024-01-30+960,000→ 960,000 total(indirect: See Footnote)→ Class A Common Stock (960,000 underlying) - Award
Series B Preferred Stock
2024-01-30+12,000→ 64,383 total(indirect: See Footnote)
Holdings
- 75,580(indirect: See Footnote)
Series A Preferred Stock
- 258,600(indirect: See Footnote)
Class A Common Stock
Knighthead (NY) Fund, LP
10% Owner
Transactions
- Award
Convertible PIK Notes (Delayed Draw)
2024-01-30+960,000→ 960,000 total(indirect: See Footnote)→ Class A Common Stock (960,000 underlying) - Award
Series B Preferred Stock
2024-01-30+12,000→ 64,383 total(indirect: See Footnote)
Holdings
- 75,580(indirect: See Footnote)
Series A Preferred Stock
- 258,600(indirect: See Footnote)
Class A Common Stock
Transactions
- Award
Series B Preferred Stock
2024-01-30+12,000→ 64,383 total(indirect: See Footnote) - Award
Convertible PIK Notes (Delayed Draw)
2024-01-30+960,000→ 960,000 total(indirect: See Footnote)→ Class A Common Stock (960,000 underlying)
Holdings
- 75,580(indirect: See Footnote)
Series A Preferred Stock
- 258,600(indirect: See Footnote)
Class A Common Stock
KHSU SPV LP LLC
10% Owner
Transactions
- Award
Series B Preferred Stock
2024-01-30+12,000→ 64,383 total(indirect: See Footnote) - Award
Convertible PIK Notes (Delayed Draw)
2024-01-30+960,000→ 960,000 total(indirect: See Footnote)→ Class A Common Stock (960,000 underlying)
Holdings
- 75,580(indirect: See Footnote)
Series A Preferred Stock
- 258,600(indirect: See Footnote)
Class A Common Stock
KH Ankle LLC
10% Owner
Transactions
- Award
Series B Preferred Stock
2024-01-30+12,000→ 64,383 total(indirect: See Footnote) - Award
Convertible PIK Notes (Delayed Draw)
2024-01-30+960,000→ 960,000 total(indirect: See Footnote)→ Class A Common Stock (960,000 underlying)
Holdings
- 75,580(indirect: See Footnote)
Series A Preferred Stock
- 258,600(indirect: See Footnote)
Class A Common Stock
Footnotes (6)
- [F1]Reflects the issuance of shares of Series B Preferred Stock by the Issuer to the Knighthead Funds (as defined below) on January 30, 2024 in connection with the issuance of the Delayed Draw Notes (as described below) in accordance with the terms of that certain Note Purchase Agreement, dated as of April 17, 2023 (as subsequently amended (the "NPA").
- [F2]Reflects the issuance of senior second lien convertible PIK delayed draw notes (the "Delayed Draw Notes") by the Issuer to the Knighthead Funds on January 30, 2024. The aggregate principal amount of the Delayed Draw Notes is $12,000,000, and the Delayed Draw Notes accrue interest at a rate of 8.00% per annum.
- [F3]Subject to earlier conversion in accordance with their terms, the Delayed Draw Notes will become due and payable on August 24, 2028 (the "Maturity Date") in an amount equal to the principal amount of the Delayed Draw Notes outstanding on such date (plus any accrued but unpaid interest thereon).
- [F4]All or any portion of the Delayed Draw 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 of the Issuer, 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 the terms of the NPA.
- [F5]This number represents the number of shares of Common Stock issuable upon conversion of the Delayed Draw Notes if the Reporting Persons elect to convert the Delayed Draw Notes based on the principal amount of the Delayed Draw Notes (as described in footnote 2 above) and the conversion price (as described in footnote 4 above).
- [F6]Knighthead Capital Management, LLC ("Knighthead"), pursuant to certain investment management agreements, serves as the investment manager of Knighthead Master Fund, L.P. ("KHMF"), Knighthead Distressed Opportunities Fund, L.P. ("KHDOF") , KHSU SPV LP LLC, a wholly-owned subsidiary of KHAL ("KHSU"), and pursuant to certain investment advisory agreements, serves as the investment advisor to Knighthead (NY) Fund L.P. ("KHNY") and Knighthead Annuity & Life Assurance Company ("KHAL"), and KHMF, KHAL and KHDOF are members of KH Ankle LLC ("KHA", and together with KHMF, KHDOF, KHSU, KHNY and KHAL, collectively, the "Knighthead Funds"). Accordingly, investment decisions with respect to the reported securities held by the Knighthead Funds are made by Knighthead in its sole discretion. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
Issuer
ATI Physical Therapy, Inc.
CIK 0001815849
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001438289
Filing Metadata
- Form type
- 4
- Filed
- Feb 7, 7:00 PM ET
- Accepted
- Feb 8, 7:09 PM ET
- Size
- 31.8 KB