Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
R1 RCM INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
77634L 105
(CUSIP Number)
Glenn Miller
c/o TowerBrook Capital Partners L.P.
Park Avenue Tower
65 East 55th Street, 19th Floor
New York, NY 10022
(212) 699-2200
Copy to:
Steven A. Cohen
Victor Goldfeld
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
Christine McCoy
c/o Ascension Health Alliance
101 S. Hanley Road, Suite 450
St. Louis, MO 63105
(314) 733-8000
Copy to:
Stephen A. Infante
Covington & Burling LLP
620 Eighth Avenue
New York, NY 10018
(212) 841-1000
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 19, 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 person’s 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
| CUSIP No. 77634L 105 |
|---|
| 1. | NAMES
OF REPORTING PERSONS TCP-ASC ACHI Series LLLP |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (see instructions) OO |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING
POWER 0 |
| 8. | SHARED VOTING POWER 0 | |
| 9. | SOLE DISPOSITIVE POWER 0 | |
| 10. | SHARED DISPOSITIVE POWER
0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 0% |
| 14. | TYPE OF REPORTING PERSON (see
instructions) PN |
| CUSIP No. 77634L 105 |
|---|
| 1. | NAMES
OF REPORTING PERSONS TCP-ASC GP, LLC |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (see instructions) OO |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING
POWER 0 | |
| 8. | SHARED VOTING POWER 0 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 0 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 0% |
| 14. | TYPE OF REPORTING PERSON (see instructions)
OO |
| CUSIP No. 77634L 105 |
|---|
| 1. | NAMES
OF REPORTING PERSONS TI IV ACHI Holdings GP, LLC |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (see instructions) OO |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING
POWER 0 | |
| 8. | SHARED VOTING POWER 0 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 0 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 0% |
| 14. | TYPE OF REPORTING PERSON (see instructions)
OO |
| CUSIP No. 77634L 105 |
|---|
| 1. | NAMES
OF REPORTING PERSONS TI IV ACHI Holdings, LP |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (see instructions) OO |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING
POWER 0 | |
| 8. | SHARED VOTING POWER 0 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 0 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 0% |
| 14. | TYPE OF REPORTING PERSON (see instructions)
PN |
| CUSIP No. 77634L 105 |
|---|
| 1. | NAMES
OF REPORTING PERSONS TowerBrook Investors Ltd. |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (see instructions) OO |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING
POWER 0 | |
| 8. | SHARED VOTING POWER 0 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 0 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 0% |
| 14. | TYPE OF REPORTING PERSON (see instructions)
OO |
| CUSIP No. 77634L 105 |
|---|
| 1. | NAMES
OF REPORTING PERSONS Neal Moszkowski |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (see instructions) OO |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING
POWER 0 | |
| 8. | SHARED VOTING POWER 0 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 0 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 0% |
| 14. | TYPE OF REPORTING PERSON (see instructions)
IN |
| CUSIP No. 77634L 105 |
|---|
| 1. | NAMES
OF REPORTING PERSONS Jonathan Bilzin |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (see instructions) OO |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING
POWER 0 | |
| 8. | SHARED VOTING POWER 0 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 0 |
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 0% |
| 14. | TYPE OF REPORTING PERSON (see instructions)
IN |
| CUSIP No. 77634L 105 |
|---|
| 1. | NAMES
OF REPORTING PERSONS Karim Saddi |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (see instructions) OO |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION France |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING
POWER 0 | |
| 8. | SHARED VOTING POWER 0 | ||
| 9. | SOLE DISPOSITIVE POWER 0 | ||
| 10. | SHARED DISPOSITIVE POWER 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 0 |
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 0% |
|
| 14. | TYPE OF REPORTING PERSON (see instructions)
IN |
| CUSIP No. 77634L 105 |
|---|
| 1. | NAMES
OF REPORTING PERSONS ASCENSION HEALTH ALLIANCE |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (see instructions) OO |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Missouri |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING
POWER 0 | |
| 8. | SHARED VOTING POWER 0 | ||
| 9. | SOLE DISPOSITIVE POWER
0 | ||
| 10. | SHARED DISPOSITIVE POWER
0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 0 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11) 0% |
| 14. | TYPE OF REPORTING PERSON (see instructions)
CO |
This Amendment No. 11 to Schedule 13D (this “Amendment No. 11”) amends and supplements the statement on Schedule 13D jointly filed by TCP-ASC ACHI Series LLLP (the “Partnership”), TCP-ASC GP, LLC, TI IV ACHI Holdings GP, LLC, TI IV ACHI Holdings, LP, TowerBrook Investors Ltd. (“TowerBrook”), Neal Moszkowski, Jonathan Bilzin, Karim Saddi and Ascension Health Alliance d/b/a Ascension (the “Reporting Persons”) with the Securities Exchange Commission (the “Commission”) on June 21, 2022, as amended on September 13, 2022, October 3, 2023, February 6, 2024, March 11, 2024, May 7, 2024, June 3, 2024, June 13, 2024, July 5, 2024, July 19, 2024 and August 2, 2024 (as it may be amended from time to time, this “Statement”), relating to the common stock, $0.01 par value per share (the “Common Stock”), of R1 RCM Inc. (the “Issuer”). Initially capitalized terms used in this Amendment No. 11 that are not otherwise defined herein shall have the same meanings attributed to them in the Schedule 13D. Except as expressly provided herein, all Items of the Schedule 13D remain unchanged.
ITEM 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On November 19, 2024, the Partnership exercised the Warrant in full on a cashless basis in exchange for 30,544,388 shares of the Common Stock.
Later on November 19, 2024, pursuant to the terms of the Merger Agreement, the Merger was consummated. At the Effective Time, (i) each share of Common Stock outstanding as of immediately prior to the Effective Time (other than shares held by (1) the Issuer, Buyer Parties, Holdings, any Holdings Subsidiary (including the Rollover Shares) or the Owned Issuer Shares, (2) any Subsidiary Owned Shares and (3) Dissenting Issuer Shares) was cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $14.30, without interest thereon; (ii) each Owned Issuer Share was cancelled and extinguished without any conversion thereof or consideration paid therefor; and (iii) each Subsidiary Owned Share was converted into a number of validly issued, fully paid and nonassessable shares of common stock of the Surviving Corporation, or fraction thereof, such that the ownership percentage of each Subsidiary in the Surviving Corporation immediately following the Effective Time is equal the ownership percentage of such Subsidiary in the Issuer immediately prior to the Effective Time. Immediately prior to the consummation of the Merger, the Partnership transferred all shares of Common Stock held by it to a Holdings Subsidiary in exchange for equity interests in such entity. Immediately thereafter, such Holdings Subsidiary contributed all such shares of Common Stock to another Holdings Subsidiary, which in turn transferred all such shares of Common Stock to Parent, which such shares were cancelled upon consummation of the Merger for no consideration.
As a result of the Merger, the Common Stock will be de-listed from Nasdaq and de-registered under the Securities Exchange Act of 1934, as amended.
ITEM 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as below:
(a)-(b) As of the Effective Time following the consummation of the Merger, each of the Reporting Persons do not beneficially own any shares of Common Stock outstanding prior to the Merger.
(c) The information set forth in Item 4 above is hereby incorporated by reference into this Item 5(c), as applicable.
(d) Not applicable.
(e) On November 19, 2024, pursuant to the terms of the Merger Agreement, the Merger was consummated. Parent, and following consummation of the Merger, the Surviving Corporation, are affiliates of funds managed by affiliates of TowerBrook and Clayton, Dubilier & Rice, LLC.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: November 19, 2024 | ||
| TCP-ASC ACHI SERIES LLLP | ||
| By: TCP-ASC GP, LLC, its General Partner | ||
| By: | /s/ Glenn F. Miller | |
| Name: | Glenn F. Miller | |
| Title: | Vice President | |
| TCP-ASC GP, LLC | ||
| By: | /s/ Glenn F. Miller | |
| Name: | Glenn F. Miller | |
| Title: | Vice President | |
| TI IV ACHI Holdings GP, LLC | ||
| By: | /s/ Glenn F. Miller | |
| Name: | Glenn F. Miller | |
| Title: | Vice President | |
| TI IV ACHI HOLDINGS, LP | ||
| By: TI IV ACHI Holdings GP, LLC, its General Partner | ||
| By: | /s/ Glenn F. Miller | |
| Name: | Glenn F. Miller | |
| Title: | Vice President | |
| TOWERBROOK INVESTORS LTD. | ||
| By: | /s/ Neal Moszkowski | |
| Name: | Neal Moszkowski | |
| Title: | Director | |
| NEAL MOSZKOWSKI | ||
| /s/ Neal Moszkowski | ||
| Neal Moszkowski | ||
| JONATHAN BILZIN | ||
| /s/ Jonathan Bilzin | ||
| Jonathan Bilzin | ||
| KARIM SADDI | ||
| /s/ Karim Saddi | ||
| Karim Saddi | ||
| ASCENSION HEALTH ALLIANCE | ||
| By: | /s/ Christine McCoy | |
| Name: | Christine McCoy | |
| Title: | Executive Vice President & General Counsel | |