Mountain Investments V, L.L.C. New SC 13D/A R1 RCM / New Mountain Investments V, L.L.C. ownership change

Mountain Investments V, L.L.C. New SC 13D/AR1 RCM / New Mountain Investments V, L.L.C. ownership change

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 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 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

*	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

*	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

*	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

*	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

*	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

*	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

*	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

*	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

*	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 Issuer’s 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.

(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

Aggregate amount beneficially owned by each reporting person

124,910,408

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

Percent of class represented by amount in Row (11)

29.7%*

Type of reporting person (see instructions)

PN