Item 8.01 Other Events.
As previously disclosed on March 11, 2024, the Board of Directors of R1 RCM Inc. (the “Company”) formed a special committee comprised solely of independent directors (the “Special Committee”), to evaluate all strategic alternatives in response to the Schedule 13D/A filed by New Mountain Capital, L.L.C (“New Mountain Capital”) on February 26, 2024. TCP-ASC ACHI Series LLLP (“TCP-ASC”) subsequently filed a Schedule 13D/A on March 11, 2024. Advisors to the Special Committee include Qatalyst Partners and Barclays as financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel.
As the Special Committee works through its thorough process to determine a course of action to maximize value for all shareholders, they have directed that any discussions between New Mountain Capital and TCP-ASC concerning a potential transaction with respect to the Company (whether or not structured as a joint transaction) must cease at this time. As such, the Special Committee has not approved at this time any of the standstill waivers requested by New Mountain Capital or the waivers requested by New Mountain Capital or by TCP-ASC under antitakeover statutes.
No assurances can be given regarding the outcome or timing of the Special Committee’s review process. The Company does not intend to make any further public comment regarding the review unless and until it has approved a course of action for which further disclosure is appropriate.
Forward Looking Statements
This Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this Form 8-K are forward-looking statements. Such forward-looking statements include statements regarding the review to be conducted by the Special Committee and the outcome and timing of the review process. Such forward-looking statements are based on management’s current expectations about future events as of the date hereof and involve many risks and uncertainties that could cause the Company’s actual results to differ materially from those expressed or implied in its forward-looking statements. Subsequent events and developments, including actual results or changes in the Company’s assumptions, may cause the Company’s views to change. The Company does not undertake to update its forward-looking statements except to the extent required by applicable law. Readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements included herein are expressly qualified in their entirety by these cautionary statements. The Company’s actual results and outcomes could differ materially from those included in these forward-looking statements as a result of various factors, including, but not limited to, the outcome and timing of the review process, which may be suspended or modified at any time; the possibility that the Special Committee may decide not to undertake a strategic alternative following the review process; the Company’s inability to consummate any proposed strategic alternative resulting from the review due to, among other things, market, regulatory and other factors; the potential for disruption to our business resulting from the review process; potential adverse effects on the Company’s stock price from the announcement, suspension or consummation of the review process and the results thereof; and the factors set forth under the heading “Risk Factors” in the Company’s most recent annual report on Form 10-K, and any other periodic reports that the Company may file with the U.S. Securities and Exchange Commission.
