UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 3
Under the Securities Exchange Act of 1934
ATI PHYSICAL
THERAPY, INC.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
00216W109
(CUSIP Number)
Copy to:
Amanda McGrady Morrison
General Counsel and Chief Legal Officer
Advent International Corporation
Prudential Tower
800
Boylston Street
Boston, MA 02199-8069
March 15, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g) check the following box ☐.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| 1 |
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NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL CORPORATION |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
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SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
DELAWARE |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
115,830,656 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
115,830,656 |
|
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|
|
|
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|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,830,656 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 55.9%* |
| 14 |
|
TYPE OF REPORTING
PERSON CO |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
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| 1 |
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NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VII, LLC |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
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SEC USE ONLY
|
| 4 |
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SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
DELAWARE |
|
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|
|
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
115,830,656 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
115,830,656 |
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|
|
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|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,830,656 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 55.9%* |
| 14 |
|
TYPE OF REPORTING
PERSON OO |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
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| 1 |
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NAMES OF REPORTING PERSONS
WILCO ACQUISITION, LP |
| 2 |
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
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SEC USE ONLY
|
| 4 |
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SOURCE OF FUNDS
OO |
| 5 |
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
DELAWARE |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
0 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
0 |
|
|
|
|
|
|
|
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
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| 1 |
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NAMES OF REPORTING PERSONS
WILCO GP, INC. |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
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SEC USE ONLY
|
| 4 |
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SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
DELAWARE |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
0 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
0 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.0% |
| 14 |
|
TYPE OF REPORTING
PERSON CO |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
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| 1 |
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NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VII LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
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SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
LUXEMBOURG |
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| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
11,324,692 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
11,324,692 |
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|
|
|
|
|
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,324,692 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 5.5%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
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| 1 |
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NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VII-B LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
LUXEMBOURG |
|
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|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
30,970,377 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
30,970,377 |
|
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|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,970,377 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 14.9%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
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| 1 |
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NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VII-C LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
LUXEMBOURG |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
9,845,475 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
9,845,475 |
|
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|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,845,475 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 4.7%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
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| 1 |
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NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VII-D LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
LUXEMBOURG |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
6,777,137 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
6,777,137 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,777,137 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 3.3%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
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|
| 1 |
|
NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VII-F LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
LUXEMBOURG |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
2,873,508 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
2,873,508 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,873,508 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 1.4%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
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|
| 1 |
|
NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VII-G LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
LUXEMBOURG |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
2,873,508 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
2,873,508 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,873,508 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 1.4%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
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|
|
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|
|
| 1 |
|
NAMES OF REPORTING PERSONS
GPE VII GP S.A.R.L. |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
LUXEMBOURG |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
64,664,697 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
64,664,697 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,664,697 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 31.2%* |
| 14 |
|
TYPE OF REPORTING
PERSON CO |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VII-A LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
10,481,756 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
10,481,756 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,481,756 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 5.1%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VII-E LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
22,316,207 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
22,316,207 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,316,207 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 10.8%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VII-H LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
1,743,883 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
1,743,883 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,743,883 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.8%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
GPE VII GP LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
34,541,846 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
34,541,846 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,541,846 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 16.7%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
ADVENT PARTNERS GPE VII 2014 LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
DELAWARE |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
65,045 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
65,045 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,045 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
ADVENT PARTNERS GPE VII 2014 CAYMAN LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
155,782 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
155,782 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,782 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.1%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
ADVENT PARTNERS GPE VII—A 2014 LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
DELAWARE |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
179,333 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
179,333 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
179,333 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.1%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
ADVENT PARTNERS GPE VII – A 2014 CAYMAN LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
109,903 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
109,903 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,903 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.1%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
ADVENT PARTNERS GPE VII CAYMAN LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
806,132 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
806,132 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
806,132 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.4%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
ADVENT PARTNERS GPE VII - B CAYMAN LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
1,063,662 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
1,063,662 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,063,662 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.5%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
ADVENT PARTNERS GPE VII LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
DELAWARE |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
45,266 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
45,266 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,266 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) Less than 0.1%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
ADVENT PARTNERS GPE VII - A CAYMAN LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION CAYMAN
ISLANDS |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
212,875 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
212,875 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,875 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.1%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
ADVENT PARTNERS GPE VII - A LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
DELAWARE |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
107,151 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
107,151 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,151 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0.1%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
|
|
|
|
|
|
|
| 1 |
|
NAMES OF REPORTING PERSONS
GPE VII ATI CO-INVESTMENT (DELAWARE) LIMITED PARTNERSHIP |
| 2 |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒
|
| 3 |
|
SEC USE ONLY
|
| 4 |
|
SOURCE OF FUNDS
N/A |
| 5 |
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
DELAWARE |
|
|
|
|
|
|
|
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
|
7 |
|
SOLE VOTING POWER
0 |
| |
8 |
|
SHARED VOTING POWER
13,878,964 |
| |
9 |
|
SOLE DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED DISPOSITIVE POWER
13,878,964 |
|
|
|
|
|
|
|
| 11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,878,964 |
| 12 |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 6.7%* |
| 14 |
|
TYPE OF REPORTING
PERSON PN |
| * |
Calculation based on 207,384,260 shares of Class A Common Stock outstanding as of March 6, 2023, as
reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023. |
This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on
Schedule 13D originally filed by the Reporting Persons on June 29, 2021 (as amended from time to time, the “Schedule 13D”) relating to the Class A Common Stock, $0.0001 par value per share (the “Common Stock”) of ATI
Physical Therapy, Inc. (the “Issuer” or the “Company”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 3 shall have the meaning assigned to such term in the Schedule 13D.
| Item 5. |
Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is supplemented as follows:
The
information set forth or incorporated by reference in Items 2 and 6 of this Statement is incorporated by reference in this Item 5.
(a) and (b) The
responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D, as of March 15, 2023, are incorporated herein by reference. As of March 15, 2023, the Reporting Persons beneficially owned in the
aggregate 115,830,656 shares of Common Stock, which represents approximately 55.9% of the outstanding shares.
The following table sets forth the
aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person as of March 15, 2023, calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). The percentage of Common Stock owned was calculated based on 207,384,260 shares of Common Stock outstanding as of March 6, 2023, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2023.
|
|
|
|
|
|
|
|
|
| Reporting Person |
|
Number of Shares
Beneficially Owned |
|
|
Percentage of
Common Stock |
|
| Advent International Corporation (1)(2) |
|
|
115,830,656 |
|
|
|
55.9 |
% |
| Advent International GPE VII, LLC (1) |
|
|
115,830,656 |
|
|
|
55.9 |
% |
| Wilco Acquisition, LP |
|
|
0 |
|
|
|
0.0 |
% |
| Wilco GP, Inc. (2) |
|
|
0 |
|
|
|
0.0 |
% |
| GPE VII GP S.a.r.l (3) |
|
|
64,664,697 |
|
|
|
31.2 |
% |
| GPE VII GP Limited Partnership (4) |
|
|
34,541,846 |
|
|
|
16.7 |
% |
| Advent International GPE VII Limited Partnership |
|
|
11,324,692 |
|
|
|
5.5 |
% |
| Advent International GPE VII-B Limited
Partnership |
|
|
30,970,377 |
|
|
|
14.9 |
% |
| Advent International GPE VII-C Limited
Partnership |
|
|
9,845,475 |
|
|
|
4.7 |
% |
| Advent International GPE VII-D Limited
Partnership |
|
|
6,777,137 |
|
|
|
3.3 |
% |
| Advent International GPE VII-F Limited
Partnership |
|
|
2,873,508 |
|
|
|
1.4 |
% |
| Advent International GPE VII-G Limited
Partnership |
|
|
2,873,508 |
|
|
|
1.4 |
% |
| Advent International GPE VII-A Limited
Partnership |
|
|
10,481,756 |
|
|
|
5.1 |
% |
| Advent International GPE VII-E Limited
Partnership |
|
|
22,316,207 |
|
|
|
10.8 |
% |
| Advent International GPE VII-H Limited
Partnership |
|
|
1,743,883 |
|
|
|
0.8 |
% |
| Advent Partners GPE VII - 2014 Limited Partnership |
|
|
65,045 |
|
|
|
Less than 0.1 |
% |
| Advent Partners GPE VII - 2014 Cayman Limited Partnership |
|
|
155,782 |
|
|
|
0.1 |
% |
| Advent Partners GPE VII - A 2014 Limited Partnership |
|
|
179,333 |
|
|
|
0.1 |
% |
| Advent Partners GPE VII - A 2014 Cayman Limited Partnership |
|
|
109,903 |
|
|
|
0.1 |
% |
| Advent Partners GPE VII - Cayman Limited Partnership |
|
|
806,132 |
|
|
|
0.4 |
% |
| Advent Partners GPE VII – B Cayman Limited Partnership |
|
|
1,063,662 |
|
|
|
0.5 |
% |
| Advent Partners GPE VII - Limited Partnership |
|
|
45,266 |
|
|
|
Less than 0.1 |
% |
| Advent Partners GPE VII – A Cayman Limited Partnership |
|
|
212,875 |
|
|
|
0.1 |
% |
| Advent Partners GPE VII – A Limited Partnership |
|
|
107,151 |
|
|
|
0.1 |
% |
| GPE VII ATI Co-Investment (Delaware) Limited
Partnership |
|
|
13,878,964 |
|
|
|
6.7 |
% |
| (1) |
Advent Top GP, as the manager of Advent GP Luxembourg and the general partner of each of Advent GP Cayman, the
Advent Partners Funds and Advent Co-Invest Fund, and Advent, as the manager of Advent Top GP, may each be deemed to beneficially own the 115,830,656 shares of Common Stock held directly by the Advent Funds.
|
| (2) |
On April 8, 2022, the 560,979 shares of Common Stock previously held by Wilco Acquisition were cancelled
and terminated for no consideration. As such, neither Wilco Acquisition nor Wilco GP may be deemed to beneficially own any shares of Common Stock of the Issuer. |
| (3) |
Advent GP Luxembourg, as the general partner of each of the Advent Luxembourg Funds, may be deemed to
beneficially own the 64,664,697 shares of Common Stock held directly by the Advent Luxembourg Funds. |
| (4) |
Advent GP Cayman, as the general partner of each of the Advent Cayman Funds, may be deemed to beneficially own
the 34,541,846 shares of Common Stock held directly by the Advent Cayman Funds. |
The foregoing excludes the contingent right by Wilco
Acquisition to receive up to 15,000,000 Earnout Shares (as defined and described in Item 6 of this Statement).
As a result of the Transaction Agreements
(as defined and described in Item 6 of this Statement), the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of Exchange Act. This Schedule 13D shall not be construed as an admission by
the Reporting Persons that the Reporting Persons are, for the purposes of Section 13(d) of the Exchange Act, the beneficial owners of any shares of Common Stock covered by the Transaction Agreements.
(c) None of the Reporting Persons effected transactions in Common Stock during the past 60 days. To the Reporting Persons’ knowledge, none of the
individuals listed on Schedule A to this Statement effected transactions in Common Stock during the past 60 days.
(d) Under certain circumstances,
partners, members or shareholders of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting
Person.
(e) Inapplicable.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 6 of the Schedule 13D is hereby amended to include the following:
Transaction Support Agreement
On March 15, 2023,
the Company entered into a Transaction Support Agreement (the “TSA”) with certain of its first lien lenders under the 2022 Credit Agreement (the “First Lien Lenders”), the administrative agent under the 2022 Credit Agreement,
holders of its Series A Senior Preferred Stock (the “Preferred Equityholders”) and holders of the majority of its common stock (including the Advent Funds, together with the First Lien Lenders and the Preferred Equityholders, the
“Parties”), setting forth the principal terms of a comprehensive transaction to enhance the Company’s liquidity (the “Transaction”). Pursuant to the TSA, and subject to the terms and conditions thereof, the Parties have
agreed to support, act in good faith and take all steps reasonably necessary and desirable to consummate the transactions referenced therein by June 15, 2023 (the “Outside Closing Date”).
The TSA contemplates, among other things, (i) a delayed draw new money financing, available under certain circumstances until the 18 month anniversary of
the closing date of the transactions, in an aggregate principal amount equal to $25.0 million in the form of new second lien PIK exchangeable notes (“Second Lien PIK Exchangeable Notes”), (ii) exchange of $100.0 million of the
aggregate principal amount of the term loans under the 2022 Credit Facility held by certain of the Preferred Equityholders for Second Lien PIK Exchangeable Notes, (iii) a reduction of the thresholds applicable to the minimum liquidity financial
covenant under the 2022 Credit Agreement
for certain periods, (iv) a waiver of the requirement to comply with the Secured Net Leverage Ratio financial covenant under the 2022 Credit Agreement for the fiscal quarters ending
June 30, 2024, September 30, 2024 and December 31, 2024 and a modification of the levels and certain component definitions applicable thereto in the fiscal quarters ending after December 31, 2024, (v) waiver of the requirement
for the Company to deliver audited financial statements without certain going concern qualifications for the years ended December 31, 2022, December 31, 2023, and December 31, 2024, (vi) an increase in the interest rate payable on the
existing term loans and revolving loans until the achievement of a specified financial metric and (vii) board representation and observer rights, and other changes to the governance of the Company. The Second Lien PIK Exchangeable Notes would
be exchangeable for shares of Class A common stock of the Company at a fixed price of $0.25 and the holders thereof would have the right to vote on corporate matters on an as-exchanged basis. The TSA
contains certain representations, warranties and other agreements by the Company and Parties. The Parties obligations under the TSA are, and the closing of the Transaction is, subject to various customary terms and conditions set forth therein,
including the execution and delivery of definitive documentation and approval by the Company’s stockholders.
There is no assurance that the
transactions contemplated by the TSA will be consummated on the terms as described above, on a timely basis or at all.
The foregoing description of the
TSA does not purport to be complete and is qualified in its entirety by reference to the text of such agreement, a copy of which is included as Exhibit 1 to this Statement.
| Item 7. |
Material to Be Filed as Exhibits |
|
|
|
| Exhibit No. |
|
Description |
|
|
| 1 |
|
Transaction Support Agreement (filed as Exhibit 10.1 to the Issuer’s Annual Report on Form 10-K filed March 16, 2023 and incorporated herein by reference). |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
|
|
|
|
|
|
|
| Date: March 17, 2023 |
|
|
|
ADVENT INTERNATIONAL CORPORATION |
|
|
|
|
|
|
|
/s/ Neil Crawford |
|
|
|
|
Name: |
|
Neil Crawford |
|
|
|
|
Title: |
|
Vice President of Finance |
|
|
|
| Date: March 17, 2023 |
|
|
|
WILCO ACQUISITION, LP |
|
|
|
|
By: WILCO GP, INC., GENERAL PARTNER |
|
|
|
|
|
|
|
/s/ John Maldonado |
|
|
|
|
Name: |
|
John Maldonado |
|
|
|
|
Title: |
|
President |
|
|
|
| Date: March 17, 2023 |
|
|
|
WILCO GP, INC. |
|
|
|
|
|
|
|
/s/ John Maldonado |
|
|
|
|
Name: |
|
John Maldonado |
|
|
|
|
Title: |
|
President |
|
|
|
| Date: March 17, 2023 |
|
ADVENT INTERNATIONAL GPE VII LIMITED PARTNERSHIP |
|
|
ADVENT INTERNATIONAL GPE VII-B LIMITED PARTNERSHIP |
|
|
ADVENT INTERNATIONAL GPE VII-C LIMITED PARTNERSHIP |
|
|
ADVENT INTERNATIONAL GPE VII-D LIMITED PARTNERSHIP |
|
|
ADVENT INTERNATIONAL GPE VII-F LIMITED PARTNERSHIP |
|
|
ADVENT INTERNATIONAL GPE VII-G LIMITED PARTNERSHIP |
|
|
By: GPE VII GP S.A.R.L., GENERAL PARTNER |
|
|
|
|
By: ADVENT INTERNATIONAL GPE VII, LLC, MANAGER and |
|
|
|
|
/s/ Justin Nuccio |
|
|
Name: Justin Nuccio |
|
|
Title: Manager |
|
|
|
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER |
|
|
|
|
/s/ Neil Crawford |
|
|
Name: Neil Crawford |
|
|
Title: Vice President of
Finance |
|
|
|
| Date: March 17, 2023 |
|
ADVENT INTERNATIONAL GPE VII-A LIMITED PARTNERSHIP |
|
|
ADVENT INTERNATIONAL GPE VII-E LIMITED PARTNERSHIP |
|
|
ADVENT INTERNATIONAL GPE VII-H LIMITED PARTNERSHIP |
|
|
|
|
By: GPE VII GP LIMITED PARTNERSHIP, GENERAL PARTNER |
|
|
By: ADVENT INTERNATIONAL GPE VII, LLC, GENERAL PARTNER |
|
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER |
|
|
|
|
/s/ Neil Crawford |
|
|
Name: Neil Crawford |
|
|
Title: Vice President of Finance |
|
|
|
| Date: March 17, 2023 |
|
ADVENT PARTNERS GPE VII 2014 LIMITED PARTNERSHIP |
|
|
ADVENT PARTNERS GPE VII 2014 CAYMAN LIMITED PARTNERSHIP |
|
|
ADVENT PARTNERS GPE VII—A 2014 LIMITED PARTNERSHIP |
|
|
ADVENT PARTNERS GPE VII—A 2014 CAYMAN LIMITED PARTNERSHIP |
|
|
ADVENT PARTNERS GPE VII CAYMAN LIMITED PARTNERSHIP |
|
|
ADVENT PARTNERS GPE VII—B CAYMAN LIMITED PARTNERSHIP |
|
|
ADVENT PARTNERS GPE VII LIMITED PARTNERSHIP |
|
|
ADVENT PARTNERS GPE VII—A CAYMAN LIMITED PARTNERSHIP |
|
|
ADVENT PARTNERS GPE VII—A LIMITED PARTNERSHIP |
|
|
|
|
By: ADVENT INTERNATIONAL GPE VII, LLC, GENERAL PARTNER |
|
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER |
|
|
|
|
/s/ Neil Crawford |
|
|
Name: Neil Crawford |
|
|
Title: Vice President of Finance |
|
|
| Date: March 17, 2023 |
|
GPE VII ATI CO-INVESTMENT (DELAWARE) LIMITED PARTNERSHIP |
|
|
|
|
By: ADVENT INTERNATIONAL GPE VII, LLC, GENERAL PARTNER |
|
|
|
|
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER |
|
|
|
|
/s/ Neil Crawford |
|
|
Name: Neil Crawford |
|
|
Title: Vice President of Finance |
|
|
| Date: March 17, 2023 |
|
GPE VII GP S.A.R.L. |
|
|
|
|
By: ADVENT INTERNATIONAL GPE VII, LLC, MANAGER and |
|
|
|
|
/s/ Justin Nuccio |
|
|
Name: Justin Nuccio |
|
|
Title: Manager |
|
|
|
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER |
|
|
|
|
/s/ Neil Crawford |
|
|
Name: Neil Crawford |
|
|
Title: Vice President of Finance |
|
|
|
| Date: March 17, 2023 |
|
GPE VII GP LIMITED PARTNERSHIP |
|
|
|
|
By: ADVENT INTERNATIONAL GPE VII, LLC, GENERAL PARTNER |
|
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER |
|
|
|
|
/s/ Neil Crawford |
|
|
Name: Neil Crawford |
|
|
Title: Vice President of Finance |
|
|
| Date: March 17, 2023 |
|
ADVENT INTERNATIONAL GPE VII, LLC |
|
|
|
|
By: ADVENT INTERNATIONAL CORPORATION, MANAGER |
|
|
|
|
/s/ Neil Crawford |
|
|
Name: Neil Crawford |
|
|
Title: Vice President of Finance |
SCHEDULE A
1. Advent International Corporation
The name, business
address, title, present principal occupation or employment of each of the directors and executive officers of Advent International Corporation (“Advent”), are set forth below. If no business address is given, the director’s or
executive officer’s business address is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Advent. Unless otherwise
indicated below, all of the persons listed below are citizens of the United States of America. Mr. Brocklebank is a citizen of the United Kingdom. Mr. Etlin is a citizen of Brazil. Mr. Janshen is a citizen of Germany.
|
|
|
| Name |
|
Present Principal Occupation Including Name and Address of Employer |
| Directors |
| Thomas H. Lauer John F. Brooke
Mark Hoffman
David M. Mussafer John L. Maldonado |
|
Director
Director; Managing Director of Brooke Private Equity Associates 20 Custom House Street, Suite 610, Boston, MA
02110 Director Director; Chairman & Managing
Partner; Executive Officers’ Committee Member Director; Senior Vice President & Managing Partner; Executive Officers’ Committee
Member |
|
|
|
| Name |
|
Present Principal Occupation Including Name and Address of Employer |
| Executive Officers
(Who Are Not Directors) |
|
|
| Susan Gentile Amanda McGrady Morrison
Andrew D. Dodge Heather R. Zuzenak
Heather Miner James G.A. Brocklebank
Patrice Etlin Jan Janshen |
|
Senior Vice President & Managing Director; Chief Financial Officer; Treasurer; Assistant Secretary
Vice President & Managing Director; Chief Legal Officer; General Counsel
Vice President; Deputy General Counsel; Secretary Chief
Compliance Officer Vice President & Managing Director; Chief Operating Officer
Senior Vice President & Managing Partner; Executive Officers’ Committee Member
Senior Vice President & Managing Partner; Executive Officers’ Committee Member
Senior Vice President & Managing Partner; Executive Officers’ Committee Member |
2. Wilco GP, Inc.
The
name, business address, title, present principal occupation or employment of each of the directors and executive officers of Wilco GP, Inc. (“Wilco GP”), are set forth below. If no business address is given, the director’s or
executive officer’s business address is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Wilco GP. Unless otherwise
indicated below, all of the persons listed below are citizens of the United States of America.
|
|
|
| Name |
|
Present Principal Occupation Including Name and Address of
Employer |
| Directors |
|
|
| John L. Maldonado Christopher Pike
Dylan Bates |
|
Director; President Director; Treasurer and
Secretary Director |
|
|
|
| Name |
|
Present Principal Occupation Including Name and Address of
Employer |
| Executive Officers
(Who Are Not Directors)
N/A |
|
|
3. GPE VII GP S.a.r.l.
The name, business address, title, present principal occupation or employment of each of the managers and executive officers of GPE VII GP S.a.r.l.
(“Advent GP Luxembourg”), are set forth below. If no business address is given, the manager’s or executive officer’s business address is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069. Unless otherwise
indicated, each occupation set forth opposite an individual’s name refers to Advent GP Luxembourg. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America. Ms. Harroch is a citizen of
France. Mr. Nuccio is a citizen of the United Kingdom.
|
|
|
| Name |
|
Present Principal Occupation Including Name and Address of
Employer |
| Managers |
|
|
| Advent International GPE VII, LLC |
|
Manager |
| Justin Nuccio Linda Harroch
Aurélie Comptour |
|
Manager Manager
Manager |
|
|
|
| Name |
|
Present Principal Occupation Including Name and Address of
Employer |
| Executive Officers
(Who Are Not Managers) |
|
|
| N/A |
|
|
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