Tender Offer - ATI Physical Therapy, Inc.
Form Type: SC TO-I/A
Filing Date: 2025-01-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925003954
Filing Summary: On January 16, 2025, ATI Physical Therapy, Inc. filed Amendment No. 3 to its Tender Offer Statement, which was first filed on December 17, 2024. This amendment indicates the termination of the tender offer due to the Minimum Condition not being satisfied. The offer was to purchase up to 1,650,000 shares of Class A common stock at a price of $2.85 per share. Details from the prior amendments and the initial offer remain incorporated, specifying terms and conditions are unchanged except as explicitly noted in this amendment. A press release regarding the termination was issued on the same date and is included as an exhibit to the filing.
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Additional details:
Tender Offer Price: $2.85
Minimum Condition: not satisfied
Number Of Shares: 1,650,000
Form Type: 8-K
Filing Date: 2025-01-08
Corporate Action: Tender-offer
Type: Update
Accession Number: 000181584925000009
Filing Summary: On January 8, 2025, ATI Physical Therapy, Inc. reaffirmed its expected guidance for the fourth quarter ended December 31, 2024, as provided in its third quarter financial results on November 4, 2024. The Company faces substantial doubt regarding its ability to continue as a going concern, which is significantly influenced by its liquidity position. Various risks relating to liquidity, compliance with financial covenants, and operational challenges have been highlighted, including the potential failure to complete a recently announced tender offer and issues surrounding the ability to sustain business operations amidst adverse market conditions. The forward-looking statements caution against reliance due to unpredictable risks and uncertainties. Legal, regulatory, and financial challenges, such as outstanding indebtedness and changing government reimbursement policies, further complicate the Company's situation, posing risks to future profitability and operational stability.
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Additional details:
Liquidity Position: substantial doubt about its ability to continue as a going concern
Tender Offer Status: recently announced tender offer on terms and timing previously disclosed
Form Type: SC TO-I/A
Filing Date: 2025-01-08
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925002080
Filing Summary: Amendment No. 2 to the Tender Offer Statement on Schedule TO is filed by ATI Physical Therapy, Inc. to amend the previously filed tender offer. The Company offers to purchase up to 1,650,000 shares of its Class A common stock at a purchase price of $2.85 per share. The amendment includes updates on the terms of the transaction, stating that on January 8, 2025, ATI expects to obtain financing and has waived the Financing Condition associated with the offer. Additionally, ATI reaffirmed its financial guidance for the fourth quarter ended December 31, 2024, provided in its press release from November 4, 2024. The filing emphasizes that all other terms of the Offer and disclosures remain unchanged.
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Additional details:
Financing Condition Waived: true
Expected Guidance Reaffirmed: fourth quarter ended December 31, 2024
Form Type: SC TO-I/A
Filing Date: 2025-01-03
Corporate Action: Tender-offer
Type: Update
Accession Number: 000110465925000785
Filing Summary: ATI Physical Therapy, Inc. filed Amendment No. 1 to its Tender Offer Statement on Schedule TO, originally filed on December 17, 2024, regarding its offer to purchase up to 1,650,000 shares of Class A common stock at a purchase price of $2.85 per share in cash. This amendment includes a Tender Reminder Letter issued on January 3, 2025, reminding stockholders to tender their shares into the offer. The terms of the offer remain unchanged except for the amendments specified herein. The filing provides additional information related to the tender offer process and includes details about the share purchase and communications with stakeholders.
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Additional details:
Share Offer Price: 2.85
Number Of Shares Offered: 1650000
Letter Issued Date: 2025-01-03
Form Type: SC TO-I
Filing Date: 2024-12-17
Corporate Action: Tender-offer
Type: New
Accession Number: 000110465924129196
Filing Summary: ATI Physical Therapy, Inc. is filing a tender offer to purchase up to 1,650,000 shares of its Class A common stock at a price of $2.85 per share. The tender offer is net to the seller in cash, without interest, subject to tax withholding. The filing includes several sections referencing an Offer to Purchase and related documents. As of November 30, 2024, there were 4,415,383 shares outstanding. The total transaction valuation is $4,702,500 with a filing fee of $719.96. This tender offer is filed under Rule 13e-4 indicating it is an issuer tender offer.
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Additional details:
Tender Offer Price: 2.85 USD
Number Of Shares Tendered: 1,650,000
Transaction Valuation: 4,702,500 USD
Filing Fee: 719.96 USD
Outstanding Shares: 4,415,383
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