Fortress Value Acquisition II and ATI Physical Therapy, a portfolio company of Advent International, announced today that they have entered into a definitive merger agreement at a valuation of $2.5 billion. Upon closing of the transaction, the combined company will operate as ATI Physical Therapy and remain NYSE-listed under a new ticker symbol. The transaction is expected to close in the second quarter, subject to approval by FVAC II stockholders.
Cash proceeds will consist of the SPAC’s $345 million cash in trust and a fully committed common stock PIPE of $300 million at $10 per share from institutional investors including Fortress Investment Group, Wells Capital Management, Weiss Asset Management and Monashee Investment Management.
The SPAC said it amended the terms of its founder equity to align with long-term value creation and performance of the company. FVAC II’s sponsor will defer 100 percent of its founder shares in accordance with a vesting schedule: 33 percent at $12 per share, 33 percent at $14 per share and 33 percent at $16 per share. FVAC II’s sponsor will also cancel 50 percent of private warrants.
ATI owns and operates nearly 900 physical therapy clinics across 25 states.
