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Filing Details

Accession Number:: 0001104659-24-120604
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-11-19 16:50:16
Reporting Period:: 2024-11-19

Accepted Time:: 2024-11-19 16:50:16
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1910851	R1 Rcm Inc.	RCM	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1041197	Neal Moszkowski	C/O Towerbrook Capital Partners L.p. 65 East 55Th Street, 19Th Floor New York NY 10022	Yes	No	Yes	No
1473246	Jonathan Bilzin	C/O Towerbrook Capital Partners L.p. 65 East 55Th Street, 19Th Floor New York NY 10022	Yes	No	Yes	No
1599448	Towerbrook Investors, Ltd.	C/O Towerbrook Capital Partners L.p. 65 East 55Th Street, 19Th Floor New York NY 10022	Yes	No	Yes	No
1662925	Ti Iv Achi Holdings, Lp	2711 Centerville Road, Suite 400 Wilmington DE 19808	Yes	No	Yes	No
1663043	Alliance Health Ascension	101 S. Hanley Road, Suite 450 St. Louis MO 63105	Yes	No	Yes	No
1663106	Ti Iv Achi Holdings Gp, Llc	2711 Centerville Road, Suite 400 Wilmington DE 19808	Yes	No	Yes	No
1663107	Tcp-Asc Gp, Llc	2711 Centerville Road, Suite 400 Wilmington DE 19808	Yes	No	Yes	No
1663108	Lllp Series Achi Tcp-Asc	2711 Centerville Road, Suite 400 Wilmington DE 19808	Yes	No	Yes	No
2015512	Karim Saddi	1 St. James'S Market Carlton Street London X0 SW1Y 4AH	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2024-11-19	40,464,855	$3.50	164,754,055	No	4	X	Direct
Common Stock	Disposition	2024-11-19	30,548,388	$14.28	154,837,588	No	4	S	Direct
Common Stock	Disposition	2024-11-19	154,837,588	$0.00	0	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	X	Direct
No	4	S	Direct
No	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant (right to buy)	Disposition	2024-11-19	40,464,855	$0.00	40,464,855	$3.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2016-02-16	2026-02-16	No	4	X	Direct

Footnotes

On November 19, 2024, prior to the consummation of the Merger (as defined below), TCP-ASC ACHI Series LLLP (the "Partnership") exercised in full a warrant to purchase 40,464,855 shares of common stock, par value $0.01 per share ("Common Stock"), of R1 RCM Inc. (the "Issuer") for $3.50 a share. The Partnership paid the exercise price on a cashless basis, resulting in the Issuer withholding 9,916,467 of the shares of Common Stock to pay the exercise price and issuing to the reporting person the remaining 30,548,388 shares of Common Stock.
On November 19, 2024, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 31, 2024, by and among the Issuer, Raven Acquisition Holdings, LLC ("Parent") and Project Raven Merger Sub, Inc. (the "Merger Agreement"), the merger contemplated thereby (the "Merger") was consummated. Immediately prior to the consummation of the Merger, the Partnership contributed all shares of Common Stock held by the Partnership to Raven Parent Holdings, Inc. in exchange for equity interests therein. Raven Parent Holdings, Inc. contributed all such shares to Raven Intermediate Holdings, LLC, which in turn transferred all such shares to Parent. All such shares were cancelled upon consummation of the Merger for no consideration, pursuant to the terms of the Merger Agreement.
This Form 4 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Act of 1934, as amended (the "Exchange Act") to report the transaction in respect of Common Stock that the Reporting Persons (as defined below) may be deemed to have beneficially owned and to report beneficial ownership of shares of Common Stock that the Reporting Persons may be deemed to have disposed as a result of the Merger Agreement and the transactions in connection therewith.
The reported securities may be deemed to be owned directly by the Partnership, and indirectly by TCP-ASC GP, LLC (the "Partnership GP"), TI IV ACHI Holdings GP, LLC (the "Aggregator GP"), TI IV ACHI Holdings, LP (the "Aggregator"), TowerBrook Investors Ltd. ("TowerBrook" and together with the Aggregator GP and the Aggregator, the "TowerBrook Entities"), Neal Moszkowski, Jonathan Bilzin, Karim Saddi and Ascension Health Alliance d/b/a Ascension ("Ascension") (together, the "Reporting Persons").
The Partnership is a Delaware series limited liability limited partnership that was formed for the purpose of purchasing, holding, converting, exercising the rights attached to, and disposing of, securities of the Issuer (the "Investment"). The sole general partner of the Partnership is the Partnership GP, and the limited partners of the Partnership are the Aggregator and Ascension. The Partnership GP is a Delaware limited liability company that was formed to effect the Investment. The members of the Partnership GP are the Aggregator and Ascension.
The Aggregator is a Delaware limited partnership that was formed to effect the Investment. The sole general partner of the Aggregator is the Aggregator GP, and the limited partners of the Aggregator are TowerBrook Investors IV (Onshore), L.P., TowerBrook Investors IV (OS), L.P., TowerBrook Investors IV Executive Fund, L.P., TowerBrook Investors IV (892), L.P. and TowerBrook Investors Team Daybreak, L.P. The Aggregator GP is a Delaware limited liability company that was formed to effect the Investment. The sole member of the Aggregator GP is TowerBrook. TowerBrook is a Cayman Islands corporation and its principal business is to serve as the general partner or member of various affiliates of investment funds managed or advised by TowerBrook Capital Partners L.P.
As a result of certain investment-related approval rights, Neal Moszkowski, a U.S. citizen, Jonathan Bilzin, a U.S. citizen, and Karim Saddi, a French citizen, may each be deemed to have investment control over the securities beneficially owned by TowerBrook Entities. Ascension is a Missouri not-for-profit corporation. As permitted by Rule 16a-1(a)(4), the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons are beneficial owners of any of the securities covered by this statement.