Filing Details
- Accession Number:
- 0001193125-24-119637
- Form Type:
- 13D Filing
- Publication Date:
- 2024-04-28 20:00:00
- Filed By:
- New Mountain Investments V, L.l.c.
- Company:
- R1 Rcm Inc.
- Filing Date:
- 2024-04-29
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| CoyCo 1 | 0 | 124,910,408 | 0 | 124,910,408 | 124,910,408 | 29.7% |
| CoyCo | 0 | 11,075,180 | 0 | 11,075,180 | 11,075,180 | 2.6% |
| CoyCo GP | 0 | 135,985,588 | 0 | 135,985,588 | 135,985,588 | 32.4% |
| New Mountain Partners V (AIV-D) | 0 | 135,985,588 | 0 | 135,985,588 | 135,985,588 | 32.4% |
| New Mountain Investments V | 0 | 135,985,588 | 0 | 135,985,588 | 135,985,588 | 32.4% |
| New Mountain Capital | 0 | 135,985,588 | 0 | 135,985,588 | 135,985,588 | 32.4% |
| New Mountain Capital Group | 0 | 135,985,588 | 0 | 135,985,588 | 135,985,588 | 32.4% |
| NM Holdings GP | 0 | 135,985,588 | 0 | 135,985,588 | 135,985,588 | 32.4% |
| Steven B. Klinsky | 0 | 135,985,588 | 0 | 135,985,588 | 135,985,588 | 32.4% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
R1 RCM Inc.
(Name of Issuer)
Common stock, par value $0.01 per share
(Title of Class of Securities)
77634L 105
(CUSIP Number)
New Mountain Capital, L.L.C.
1633 Broadway, 48th Floor
New York, New York 10019
(212) 720-0300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 29, 2024
(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 of §§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 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons 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).
| CUSIP No. 77634L 105 | Schedule 13D | Page 2 of 14 |
| (1) | Names of reporting persons
CoyCo 1, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place or organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (7) | Sole voting power
0 | ||
| (8) | Shared voting power
124,910,408 | |||
| (9) | Sole dispositive power
0 | |||
| (10) | Shared dispositive power
124,910,408 |
| (11) | Aggregate amount beneficially owned by each reporting person
124,910,408 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
29.7%* | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| * | Based on 420,280,234 shares of common stock (the Common Stock) of R1 RCM Inc. (the Issuer) outstanding as of February 23, 2024, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2024 (the 10-K). |
| CUSIP No. 77634L 105 | Schedule 13D | Page 3 of 14 |
| (1) | Names of reporting persons
CoyCo 2, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place or organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (7) | Sole voting power
0 | ||
| (8) | Shared voting power
11,075,180 | |||
| (9) | Sole dispositive power
0 | |||
| (10) | Shared dispositive power
11,075,180 |
| (11) | Aggregate amount beneficially owned by each reporting person
11,075,180 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
2.6%* | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| * | Based on 420,280,234 shares of Common Stock outstanding as of February 23, 2024, as reported by the Issuer in the 10-K. |
| CUSIP No. 77634L 105 | Schedule 13D | Page 4 of 14 |
| (1) | Names of reporting persons
CoyCo GP, L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place or organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (7) | Sole voting power
0 | ||
| (8) | Shared voting power
135,985,588 | |||
| (9) | Sole dispositive power
0 | |||
| (10) | Shared dispositive power
135,985,588 |
| (11) | Aggregate amount beneficially owned by each reporting person
135,985,588 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
32.4%* | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| * | Based on 420,280,234 shares of Common Stock outstanding as of February 23, 2024, as reported by the Issuer in the 10-K. |
| CUSIP No. 77634L 105 | Schedule 13D | Page 5 of 14 |
| (1) | Names of reporting persons
New Mountain Partners V (AIV-D), L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place or organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (7) | Sole voting power
0 | ||
| (8) | Shared voting power
135,985,588 | |||
| (9) | Sole dispositive power
0 | |||
| (10) | Shared dispositive power
135,985,588 |
| (11) | Aggregate amount beneficially owned by each reporting person
135,985,588 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
32.4%* | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| * | Based on 420,280,234 shares of Common Stock outstanding as of February 23, 2024, as reported by the Issuer in the 10-K. |
| CUSIP No. 77634L 105 | Schedule 13D | Page 6 of 14 |
| (1) | Names of reporting persons
New Mountain Investments V, L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place or organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (7) | Sole voting power
0 | ||
| (8) | Shared voting power
135,985,588 | |||
| (9) | Sole dispositive power
0 | |||
| (10) | Shared dispositive power
135,985,588 |
| (11) | Aggregate amount beneficially owned by each reporting person
135,985,588 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
32.4%* | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| * | Based on 420,280,234 shares of Common Stock outstanding as of February 23, 2024, as reported by the Issuer in the 10-K. |
| CUSIP No. 77634L 105 | Schedule 13D | Page 7 of 14 |
| (1) | Names of reporting persons
New Mountain Capital, L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place or organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (7) | Sole voting power
0 | ||
| (8) | Shared voting power
135,985,588 | |||
| (9) | Sole dispositive power
0 | |||
| (10) | Shared dispositive power
135,985,588 |
| (11) | Aggregate amount beneficially owned by each reporting person
135,985,588 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
32.4%* | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| * | Based on 420,280,234 shares of Common Stock outstanding as of February 23, 2024, as reported by the Issuer in the 10-K. |
| CUSIP No. 77634L 105 | Schedule 13D | Page 8 of 14 |
| (1) | Names of reporting persons
New Mountain Capital Group, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place or organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (7) | Sole voting power
0 | ||
| (8) | Shared voting power
135,985,588 | |||
| (9) | Sole dispositive power
0 | |||
| (10) | Shared dispositive power
135,985,588 |
| (11) | Aggregate amount beneficially owned by each reporting person
135,985,588 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
32.4%* | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| * | Based on 420,280,234 shares of Common Stock outstanding as of February 23, 2024, as reported by the Issuer in the 10-K. |
| CUSIP No. 77634L 105 | Schedule 13D | Page 9 of 14 |
| (1) | Names of reporting persons
NM Holdings GP, L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place or organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (7) | Sole voting power
0 | ||
| (8) | Shared voting power
135,985,588 | |||
| (9) | Sole dispositive power
0 | |||
| (10) | Shared dispositive power
135,985,588 |
| (11) | Aggregate amount beneficially owned by each reporting person
135,985,588 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
32.4%* | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| * | Based on 420,280,234 shares of Common Stock outstanding as of February 23, 2024, as reported by the Issuer in the 10-K. |
| CUSIP No. 77634L 105 | Schedule 13D | Page 10 of 14 |
| (1) | Names of reporting persons
Steven B. Klinsky | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place or organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with: | (7) | Sole voting power
0 | ||
| (8) | Shared voting power
135,985,588 | |||
| (9) | Sole dispositive power
0 | |||
| (10) | Shared dispositive power
135,985,588 |
| (11) | Aggregate amount beneficially owned by each reporting person
135,985,588 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
32.4%* | |||||
| (14) | Type of reporting person (see instructions)
IN | |||||
| * | Based on 420,280,234 shares of Common Stock outstanding as of February 23, 2024, as reported by the Issuer in the 10-K. |
| CUSIP No. 77634L 105 | Schedule 13D | Page 11 of 14 |
This Amendment No. 4 (the Amendment) amends and supplements the Schedule 13D filed by the Reporting Persons on July 1, 2022, as amended on October 3, 2023, February 7, 2024 and February 26, 2024 (collectively, the Original Schedule 13D and, as amended and supplemented by this Amendment, this Statement), with respect to the Common Stock. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is amended and supplemented by adding the following:
At the direction of the Special Committee of the Board of Directors of the Issuer (the Special Committee), the Reporting Persons have not had any discussions with TCP-ASC regarding the Draft Proposals since March 18, 2024. The Reporting Persons remain interested in pursuing the transaction contemplated by the Draft Proposals. However, following further consideration, and in light of the respective ownership positions of TCP-ASC and the Reporting Persons and their familiarity with the Issuers operations and customers, the Reporting Persons are now only interested in pursuing such a transaction jointly with TCP-ASC. Accordingly, a representative of the Reporting Persons has advised representatives of the Special Committee that the Reporting Persons would like to pursue a joint control transaction with TCP-ASC. In connection with such discussion, the representative of the Reporting Persons also reiterated their request for the previously requested waivers in order to be able to move forward with such a transaction.
No assurances can be given that a definitive agreement will be reached or that the transaction contemplated by the Draft Proposals will be consummated. The Reporting Persons and their affiliates reserve the right to modify the Draft Proposals at any time. Subject to the restrictions set forth in the Investor Rights Agreement, as modified by the January 26 Waiver Request and the February 26 Waiver Request, the Reporting Persons and their affiliates reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. Subject to the restrictions set forth in the Investor Rights Agreement, as modified by the January 26 Waiver Request and the February 26 Waiver Request, if the transaction contemplated by the Draft Proposals is not consummated, the Reporting Persons and their affiliates will continue to regularly review and assess their investment in the Issuer and, depending on market conditions and other factors, may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is amended and restated in its entirety as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Statement and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.
(a) and (b) The percentages in this Item 5 and in other provisions of this Statement relating to beneficial ownership of Common Stock are based on based on 420,280,234 shares of Common Stock outstanding as of February 23, 2024, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2024.
(c) None of the Reporting Persons has effected any transaction in the shares of Common Stock during the past 60 days.
(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
(e) Not applicable.
| CUSIP No. 77634L 105 | Schedule 13D | Page 12 of 14 |
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Original Schedule 13D is amended and restated in its entirety as follows:
| Exhibit No. | Description | |||||
| 1. | Joint Filing Agreement. | |||||
| 2. | Transaction Agreement and Plan of Merger, dated as of January 9, 2022 among the Issuer, New R1, R1 Merger Sub and CoyCo 1 and CoyCo 2 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on January 11, 2022). | |||||
| 3. | Investor Rights Agreement. Dated June 21, 2022, by and among the Issuer, Coyco 1, L.P. and Coyco 2, L.P. (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on June 21, 2022). | |||||
| 4. | Second Amended and Restated Registration Rights Agreement between the Issuer, Old R1, TCP-ASC ACHI Series LLLP, IHC Health Services, Inc., LifePoint Health, Inc., Coyco 1, L.P. and Coyco 2, L.P. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on June 21, 2022). | |||||
| 5. | Amendment No. 1 to the Investor Rights Agreement, dated as of February 5, 2024, by and among the Issuer, Coyco 1, L.P. and Coyco 2, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on February 6, 2024). | |||||
| 6. | Waiver Request, dated February 26, 2024 (incorporated by reference to Exhibit 6 to Amendment No. 3 to Schedule 13D filed by the Issuer with the SEC on February 26, 2024). | |||||
| CUSIP No. 77634L 105 | Schedule 13D | Page 13 of 14 |
Signatures
After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.
Dated: April 29, 2024
| CoyCo 1, L.P. | ||
| By: | /s/ Adam B. Weinstein | |
| Name: Adam B. Weinstein | ||
| Title: Vice President | ||
| CoyCo 2, L.P.; By its General Partner CoyCo GP, L.L.C. | ||
| By: | /s/ Adam B. Weinstein | |
| Name: Adam B. Weinstein | ||
| Title: Vice President | ||
| CoyCo GP, L.L.C. | ||
| By: | /s/ Adam B. Weinstein | |
| Name: Adam B. Weinstein | ||
| Title: Vice President | ||
| New Mountain Partners V (AIV-D), L.P.; By its General Partner New Mountain Investments V, L.L.C. | ||
| By: | /s/ Adam B. Weinstein | |
| Name: Adam B. Weinstein | ||
| Title: Authorized Signatory | ||
| New Mountain Investments V, L.L.C. | ||
| By: | /s/ Adam B. Weinstein | |
| Name: Adam B. Weinstein | ||
| Title: Authorized Signatory | ||
| New Mountain Capital, L.L.C.; By its Managing Member New Mountain Capital Group, L.P.; By its General Partner NMC Holdings GP, L.L.C. | ||
| By: | /s/ Adam Weinstein | |
| Name: Adam Weinstein | ||
| Title: Authorized Signatory | ||
| New Mountain Capital Group, L.P.; By its General Partner NM Holdings GP, L.L.C. | ||
| By: | /s/ Adam B. Weinstein | |
| Name: Adam B. Weinstein | ||
| Title: Authorized Signatory | ||
| CUSIP No. 77634L 105 | Schedule 13D | Page 14 of 14 |
| NM Holdings GP, L.L.C. | ||
| By: | /s/ Adam B. Weinstein | |
| Name: Adam B. Weinstein | ||
| Title: Authorized Signatory | ||
| Steven B. Klinsky | ||
|
| /s/ Steven B. Klinsky | |