INTRODUCTION
This Transaction Statement on Schedule 13E-3 (the “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (1) R1 RCM Inc., a Delaware corporation (“R1” or the “Company”), and the issuer of the shares of Common Stock of the Company, par value $0.01 per share (the “Common Stock”), that is the subject of the Rule 13e-3 transaction; (2) Raven Acquisition Holdings, LLC, a Delaware limited liability company (“Parent”); (3) Project Raven Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Buyers”); (4) Raven TopCo, L.P., a Delaware limited partnership (“Holdings”); (5) Raven TopCo GP, LLC, a Delaware limited liability company (“Holdings GP”); (6) TCP-ASC ASCHI Series LLLP, a Delaware series limited liability limited partnership (“TA”); (7) TCP-ASC GP, LLC, a Delaware limited liability company (“TCP-ASC GP”); (8) TI IV ACHI Holdings, LP, a Delaware limited partnership (“TowerBrook Aggregator”); (9) TI IV ACHI Holdings GP, LLC (“TowerBrook Aggregator GP”); (10) TowerBrook Investors Ltd., a Cayman Islands corporation (“TowerBrook”); (11) Raven Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate Holdings”); (12) Raven Parent Holdings, LLC, a Delaware limited liability company (“Parent Holdings”); (13) Ascension Health Alliance, a Missouri not-for-profit corporation (“Ascension”); and (14) Neal Moszkowski.
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of July 31, 2024 (including all exhibits and documents attached thereto, and as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Merger Sub and the Company. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent (the transaction contemplated by the Merger Agreement, including the Merger, collectively, the “Transactions”).
Pursuant to the Merger Agreement, each share of Common Stock outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Common Stock held by (1) the Company, the Buyers, Holdings, any subsidiary of Holdings that is wholly owned prior to the closing of the Merger (each, a “Holdings Subsidiary”) (including any Rollover Shares (as defined below)) or TA (each, an “Owned Company Share”), (2) any direct or indirect wholly owned subsidiary of the Company or of Parent (other than Merger Sub) (each, a “Subsidiary Owned Share”) and (3) stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”)) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $14.30, without interest thereon (the “Merger Consideration”). At the Effective Time, each Owned Company Share (including the Rollover Shares, if any) will be cancelled and extinguished without any conversion thereof or consideration paid therefor, and each Subsidiary Owned Share will be converted into such number of validly issued, fully paid and nonassessable shares of common stock of the surviving corporation of the Merger in accordance with the terms of the Merger Agreement (the “Surviving Corporation”), or fraction thereof, such that the ownership percentage of any subsidiary in the Surviving Corporation immediately following the Effective Time will equal the ownership percentage of such subsidiary in the Company immediately prior to the Effective Time. Upon the Closing, the Common Stock will no longer be listed on any stock exchange or quotation system, including the Nasdaq Global Select Market, and the Company’s stockholders (other than holders of the Rollover Shares) will cease to have any ownership interest in the Company. Pursuant to the Merger Agreement, following the date of the Merger Agreement and prior to the closing of the Merger (the “Closing”), one or more of the Company’s stockholders (each, a “Rollover Stockholder”) may enter into a rollover agreement with Holdings or a Holdings Subsidiary (a “Rollover Agreement”) on terms mutually agreeable among Parent and the parties to such agreement. Pursuant to the terms of such Rollover Agreement, among other things, each such Rollover Stockholder will, immediately prior to the Closing, transfer or contribute a number of shares of Common Stock (the “Rollover Shares”) to Holdings or such Holdings Subsidiary in exchange for equity interests of Holdings or such Holdings Subsidiary having an equivalent value, on the terms and subject to the conditions set forth in such Rollover Agreement. The Rollover Stockholders will not be entitled to receive the Merger Consideration in respect of the Rollover Shares.
