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MCSP Sub, LLC

Disclosed activity across 1 company

Tapewire entity
94514
SEC CIK
0001983012

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
ATI Physical Therapy, Inc.ATIP · Entity 79823Director · 10% ownerJanuary 30, 2024February 08, 2024

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Series B Preferred StockSEC Table I · non-derivativeIndirectSee Footnote49,725 Reported balance After 2024-01-30 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2024-01-30 · Grant · Acquired 8,000 · Balance 49,725

F1: Reflects the issuance of shares of Series B Preferred Stock by the Issuer to the Marathon 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").

F6: Marathon Asset Management, L.P. ("Marathon"), as the investment manager of each of MAM PT, LLC ("MAM"), MCSP SUB LLC ("Empire"), Marathon Distressed Credit Master Fund ("MDCF") and Marathon Stepstone Master Fund LP ("StepStone" and, together with MAM, Empire, MDCF, the "Marathon Funds"), has the sole power to vote and direct the disposition of all the reported securities held by the Marathon Funds. Accordingly, Marathon may be deemed to beneficially own such reported securities. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. and, thus, may be deemed to beneficially own the reported securities held by the Marathon Funds. This report is not an admission that any Reporting Person beneficially owns the reported securities. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Convertible PIK Notes (Delayed Draw)SEC Table II · derivative / convertible securityIndirectSee Footnote640,000 Reported balance After 2024-01-30 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2024-01-30 · Grant · Acquired 640,000 · Balance 640,000

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.

F2: Reflects the issuance of senior second lien convertible PIK delayed draw notes (the "Delayed Draw Notes") by the Issuer to the Marathon Funds on January 30, 2024. The aggregate principal amount of the Delayed Draw Notes is $8,000,000, and the Delayed Draw Notes accrue interest at a rate of 8.00% per annum.

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: Marathon Asset Management, L.P. ("Marathon"), as the investment manager of each of MAM PT, LLC ("MAM"), MCSP SUB LLC ("Empire"), Marathon Distressed Credit Master Fund ("MDCF") and Marathon Stepstone Master Fund LP ("StepStone" and, together with MAM, Empire, MDCF, the "Marathon Funds"), has the sole power to vote and direct the disposition of all the reported securities held by the Marathon Funds. Accordingly, Marathon may be deemed to beneficially own such reported securities. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. and, thus, may be deemed to beneficially own the reported securities held by the Marathon Funds. This report is not an admission that any Reporting Person beneficially owns the reported securities. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Series A Preferred StockSEC Table I · non-derivativeIndirectSee Footnote50,000 Reported balance Holding disclosure · report date 2024-01-30 · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · Balance 50,000

F6: Marathon Asset Management, L.P. ("Marathon"), as the investment manager of each of MAM PT, LLC ("MAM"), MCSP SUB LLC ("Empire"), Marathon Distressed Credit Master Fund ("MDCF") and Marathon Stepstone Master Fund LP ("StepStone" and, together with MAM, Empire, MDCF, the "Marathon Funds"), has the sole power to vote and direct the disposition of all the reported securities held by the Marathon Funds. Accordingly, Marathon may be deemed to beneficially own such reported securities. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. and, thus, may be deemed to beneficially own the reported securities held by the Marathon Funds. This report is not an admission that any Reporting Person beneficially owns the reported securities. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: Reflects the issuance of shares of Series B Preferred Stock by the Issuer to the Marathon 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 Marathon Funds on January 30, 2024. The aggregate principal amount of the Delayed Draw Notes is $8,000,000, 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: Marathon Asset Management, L.P. ("Marathon"), as the investment manager of each of MAM PT, LLC ("MAM"), MCSP SUB LLC ("Empire"), Marathon Distressed Credit Master Fund ("MDCF") and Marathon Stepstone Master Fund LP ("StepStone" and, together with MAM, Empire, MDCF, the "Marathon Funds"), has the sole power to vote and direct the disposition of all the reported securities held by the Marathon Funds. Accordingly, Marathon may be deemed to beneficially own such reported securities. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. and, thus, may be deemed to beneficially own the reported securities held by the Marathon Funds. This report is not an admission that any Reporting Person beneficially owns the reported securities. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
January 30, 2024 Filed Feb 8, 2024 19:06 UTC ATI Physical Therapy, Inc. ATIP · Entity 79823 GrantConvertible PIK Notes (Delayed Draw) · Derivative 640,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000950103-24-001958 · dp206546_4-marathon.xml · derivative · entry 3

MARATHON ASSET MANAGEMENT LP · CIK 0001279913 · Director · 10% owner

Marathon Asset Management GP, L.L.C. · CIK 0001983009 · Director · 10% owner

MARATHON DISTRESSED CREDIT MASTER FUND · CIK 0001920239 · Director · 10% owner

MCSP Sub, LLC · CIK 0001983012 · Director · 10% owner

MARATHON STEPSTONE MASTER FUND LP · CIK 0001920234 · Director · 10% owner

Richards Bruce J · CIK 0001983069 · Director · 10% owner

Hanover Louis · CIK 0001939267 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 640,000

Underlying: Class A Common Stock · 640,000 shares

Expires not disclosed

F3 · derivative.exercise_price: 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 · derivative.exercise_price: 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.

F2 · kind: Reflects the issuance of senior second lien convertible PIK delayed draw notes (the "Delayed Draw Notes") by the Issuer to the Marathon Funds on January 30, 2024. The aggregate principal amount of the Delayed Draw Notes is $8,000,000, and the Delayed Draw Notes accrue interest at a rate of 8.00% per annum.

F2 · shares: Reflects the issuance of senior second lien convertible PIK delayed draw notes (the "Delayed Draw Notes") by the Issuer to the Marathon Funds on January 30, 2024. The aggregate principal amount of the Delayed Draw Notes is $8,000,000, and the Delayed Draw Notes accrue interest at a rate of 8.00% per annum.

F5 · shares: 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).

F2 · price: Reflects the issuance of senior second lien convertible PIK delayed draw notes (the "Delayed Draw Notes") by the Issuer to the Marathon Funds on January 30, 2024. The aggregate principal amount of the Delayed Draw Notes is $8,000,000, and the Delayed Draw Notes accrue interest at a rate of 8.00% per annum.

F3 · derivative.exercise_date: 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 · derivative.exercise_date: 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.

F3 · derivative.expiration_date: 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 · derivative.expiration_date: 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.

F2 · derivative.underlying_shares: Reflects the issuance of senior second lien convertible PIK delayed draw notes (the "Delayed Draw Notes") by the Issuer to the Marathon Funds on January 30, 2024. The aggregate principal amount of the Delayed Draw Notes is $8,000,000, and the Delayed Draw Notes accrue interest at a rate of 8.00% per annum.

F5 · derivative.underlying_shares: 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).

F5 · balance_after: 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 · ownership.nature: Marathon Asset Management, L.P. ("Marathon"), as the investment manager of each of MAM PT, LLC ("MAM"), MCSP SUB LLC ("Empire"), Marathon Distressed Credit Master Fund ("MDCF") and Marathon Stepstone Master Fund LP ("StepStone" and, together with MAM, Empire, MDCF, the "Marathon Funds"), has the sole power to vote and direct the disposition of all the reported securities held by the Marathon Funds. Accordingly, Marathon may be deemed to beneficially own such reported securities. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. and, thus, may be deemed to beneficially own the reported securities held by the Marathon Funds. This report is not an admission that any Reporting Person beneficially owns the reported securities. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Read SEC document
January 30, 2024 Filed Feb 8, 2024 19:06 UTC ATI Physical Therapy, Inc. ATIP · Entity 79823 GrantSeries B Preferred Stock 8,000 $0.00 $0.00
Disclosure

SEC source: 0000950103-24-001958 · dp206546_4-marathon.xml · nonDerivative · entry 1

MARATHON ASSET MANAGEMENT LP · CIK 0001279913 · Director · 10% owner

Marathon Asset Management GP, L.L.C. · CIK 0001983009 · Director · 10% owner

MARATHON DISTRESSED CREDIT MASTER FUND · CIK 0001920239 · Director · 10% owner

MCSP Sub, LLC · CIK 0001983012 · Director · 10% owner

MARATHON STEPSTONE MASTER FUND LP · CIK 0001920234 · Director · 10% owner

Richards Bruce J · CIK 0001983069 · Director · 10% owner

Hanover Louis · CIK 0001939267 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 49,725

F1 · kind: Reflects the issuance of shares of Series B Preferred Stock by the Issuer to the Marathon 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").

F1 · shares: Reflects the issuance of shares of Series B Preferred Stock by the Issuer to the Marathon 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").

F1 · price: Reflects the issuance of shares of Series B Preferred Stock by the Issuer to the Marathon 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").

F6 · ownership.nature: Marathon Asset Management, L.P. ("Marathon"), as the investment manager of each of MAM PT, LLC ("MAM"), MCSP SUB LLC ("Empire"), Marathon Distressed Credit Master Fund ("MDCF") and Marathon Stepstone Master Fund LP ("StepStone" and, together with MAM, Empire, MDCF, the "Marathon Funds"), has the sole power to vote and direct the disposition of all the reported securities held by the Marathon Funds. Accordingly, Marathon may be deemed to beneficially own such reported securities. The general partner of Marathon is Marathon Asset Management GP, L.L.C. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, L.L.C. and, thus, may be deemed to beneficially own the reported securities held by the Marathon Funds. This report is not an admission that any Reporting Person beneficially owns the reported securities. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.