ATI Physical Therapy and Fortress Value Acquisition II announced that shareholders voted today in favor of the proposed merger between the companies.
The SPAC said holders of nearly 9 million shares of its stock, representing approximately 26% of outstanding shares, redeemed their shares for $10 per share, for an aggregate of almost $90 million.
Terms of the deal call for proceeds consisting of the SPAC’s remaining cash in trust (which before redemptions was $345 million at the time the merger was announced in February) 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 has said it amended the terms of its founder equity to align with long-term value creation and performance of the new company. FVAC II’s sponsor will defer 100 percent of its founder shares in 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.
The merger is expected to close today, with ATI Class A common stock and warrants to begin trading tomorrow on the NYSE under ATIP and ATIP WS.
ATI owns and operates nearly 900 physical therapy clinics across 25 states. Read more.
