Fortress Value II (FAII) Shareholders Approve ATI Physical Therapy Deal

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Fortress Value II (FAII) Shareholders Approve ATI Physical Therapy Deal

Fortress Value II Acquisition Corp. (NYSE:FAII) announced in a press release today that its shareholders approved its combination with outpatient physical therapy provider ATI Physical Therapy at a special meeting yesterday.

The press release stated that all proposals were approved, but mentioned 26% of shares were redeemed for an aggregate redemption amount of approximately $89.9 million.  This makes the most redemptions on a completion vote since the Altimar Acquisition, Owl Rock and Dyal Partners vote last month where shareholders redeemed 64.9%.

Taking into consideration that FAII was trading below its trust value yesterday at $9.97, the redemption numbers do not appear to be that striking and would have been a typical result before the SPAC boom. The company dropped over 7% to $9.22 yesterday in mid-morning trading, but quickly recovered back up to $9.94 this morning on the heels of the press release.

The transaction is now expected to close on June 16, and the combined entity’s shares and warrants will start trading on the NYSE under the symbols “ATIP” and “ATIP WS”, respectively,  on June 17.

The parties initially announced the $2.5 billion deal on February 22. ATI runs a network of 875 physical therapy clinics in 25 states, with about 41% of its business serving government clients or worker compensation care.


  • Deutsche Bank Securities and BofA Securities are serving as joint financial advisors to FVAC II.
  • Barclays, Citi, Deutsche Bank Securities, and BofA Securities are serving as placement agents to FVAC II.
  • Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to FVAC II.
  • Barclays and Citi are acting as joint financial advisors and capital markets advisors to ATI.
  • Weil, Gotshal & Manges LLP is serving as legal counsel to ATI.