Sec Form 13D Filing - New Mountain Investments V L.L.C. @ R1 RCM INC

Sec Form 13D Filing - New Mountain Investments V L.L.C. filing for R1 RCM INC (RCM) - 2024-05-07

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. 5)*

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)

May 6, 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 (“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 13


(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

*	Based on 420,729,691 shares of common stock (the “Common Stock”) of R1 RCM Inc. (the “Issuer”) outstanding as of March 28, 2024, as reported by the Issuer in its Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2024 (the “Proxy Statement”).


CUSIP No. 77634L 105		Schedule 13D		Page 3 of 13


(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

*	Based on 420,729,691 shares of Common Stock outstanding as of March 28, 2024, as reported by the Issuer in the Proxy Statement.


CUSIP No. 77634L 105		Schedule 13D		Page 4 of 13


(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

*	Based on 420,729,691 shares of Common Stock outstanding as of March 28, 2024, as reported by the Issuer in the Proxy Statement.


CUSIP No. 77634L 105		Schedule 13D		Page 5 of 13


(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

*	Based on 420,729,691 shares of Common Stock outstanding as of March 28, 2024, as reported by the Issuer in the Proxy Statement.


CUSIP No. 77634L 105		Schedule 13D		Page 6 of 13


(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

*	Based on 420,729,691 shares of Common Stock outstanding as of March 28, 2024, as reported by the Issuer in the Proxy Statement.


CUSIP No. 77634L 105		Schedule 13D		Page 7 of 13


(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

*	Based on 420,729,691 shares of Common Stock outstanding as of March 28, 2024, as reported by the Issuer in the Proxy Statement.


CUSIP No. 77634L 105		Schedule 13D		Page 8 of 13


(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)
& #x2007;(6)		Citizenship or place or organization Delaware

*	Based on 420,729,691 shares of Common Stock outstanding as of March 28, 2024, as reported by the Issuer in the Proxy Statement.


CUSIP No. 77634L 105		Schedule 13D		Page 9 of 13


(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

*	Based on 420,729,691 shares of Common Stock outstanding as of March 28, 2024, as reported by the Issuer in the Proxy Statement.


CUSIP No. 77634L 105		Schedule 13D		Page 10 of 13


(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

*	Based on 420,729,691 shares of Common Stock outstanding as of March 28, 2024, as reported by the Issuer in the Proxy Statement.


CUSIP No. 77634L 105		Schedule 13D		Page 11 of 13

This Amendment No. 5 (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, February 26, 2024 and April 29, 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:

On May 6, 2024, the Issuer (i) granted a waiver (the “May 6 Waiver”) of certain restrictions contained in the Investor Rights Agreement permitting the Reporting Persons, TCP-ASC ACHI Series LLLP (“TCP-ASC”) or their respective affiliates (collectively, the “Investor Parties”) to form, join and participate in a “group” (within the meaning of Section 13(d)(3) of the Act) with respect to the Common Stock of the Issuer for purposes of a transaction as a result of which the Investor Parties would jointly acquire all of the outstanding shares of the Common Stock of the Issuer not owned by the Investor Parties (a “Potential Transaction”) and (ii) granted certain approvals for purposes of antitakeover statutes, including Section 203 of the Delaware General Corporation Law. The May 6 Waiver indicated that, unless a further waiver is provided, discussions among the Investor Parties with respect to a Potential Transaction must cease on June 13, 2024.

The Reporting Persons intend to commence discussions with TCP-ASC permitted by the May 6 Waiver.

The Reporting Persons and their affiliates are or expect to be engaged in ongoing discussions and negotiations with TCP-ASC and other existing stockholders and potential financing sources. The Reporting Persons and their affiliates have not reached any agreement, arrangement or understanding with any other person (including TCP-ASC) regarding any Potential Transaction. The Reporting Persons disclaim membership in any “group” (within the meaning of Section 13(d)(3) of the Act) with TCP-ASC at this time, and there is no assurance that any such discussions will continue or that any such group may be formed.

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 420,729,691 shares of Common Stock outstanding as of March 28, 2024, as reported by the Issuer in its Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2024.

(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 13

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: May 7, 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 13 of 13


		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

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole voting power

0

Shared voting power

124,910,408

Sole dispositive power

0

Shared dispositive power

124,910,408