R1 RCM (RCM) SC 13E3 Going private transaction

0001910851R1 RCM Inc. /DESC 13E3EX-FILING FEESR1 RCM Inc.SC 13E-3SC 13E-32024-08-302024-08-30truetruetrue 0001910851 2024-08-30 2024-08-30 0001910851 1 2024-08-30 2024-08-30 0001910851 1 2024-08-30 2024-08-30 0001910851 2 2024-08-30 2024-08-30 iso4217:USD xbrli:pure

Exhibit 107

CALCULATION OF FILING FEE TABLES

Schedule

13E-3

(Form Type)

R1 RCM Inc.

Raven Acquisition Holdings, LLC

Project Raven Merger Sub, Inc.

Raven TopCo, L.P.

Raven TopCo GP, LLC

TCP-ASC ACHI Series LLLP

TCP-ASC GP, LLC

TI IV ACHI Holdings, LP

TI IV ACHI Holdings GP, LLC

TowerBrook Investors Ltd.

Raven Intermediate Holdings, LLC

Raven Parent Holdings, LLC

Ascension Health Alliance

Neal Moszkowski

(Exact Name of Registrant and Name of Persons Filing Statement)

Table 1: Transaction Valuation

	Proposed Maximum Aggregate Value of Transaction	Fee Rate	Amount of Filing Fee
Fees to be Paid	$4,516,254,882.68 (1)	0.00014760	$666,599.22 (2)
Fees Previously Paid	$0		$0
Total Transaction Valuation	$4,516,254,882.68
Total Fees Due for Filing			$666,599.22
Total Fees Previously Paid			$0
Total Fee Offsets			$666,599.22
Net Fee Due			$0

Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Fee Paid with Fee Offset Source
Fee Offset Claims		Schedule  14A	001-41428	August 30,  2024		$666,599.22
Fee Offset Sources	R1 RCM  Inc.	Schedule  14A	001-41428		August 30,  2024		$666,599.22 (3)

(1) Aggregate number of securities to which transaction applies: As of August 15, 2024, the maximum number of shares of R1 RCM Inc.’s common stock, par value $0.01 per share (the “Common Stock”), to which this transaction applies is estimated to be 325,896,685, which consists of (1) 297,824,874 shares of Common Stock entitled to receive the per share merger consideration of $14.30; (2) 2,128,134 shares of Common Stock underlying outstanding and unexercised stock options to purchase shares of Common Stock, which have an exercise price per share that is less than $14.30 (such options, the “In-the-Money Options”); (3) 13,692,000 shares of Common Stock underlying outstanding and unexercised warrants to purchase shares of Common Stock, which have an exercise price per share that is less than $14.30 (such options, the “In-the-Money Warrants”); (4) 12,109,227 shares of Common Stock underlying restricted stock units and performance-based restricted stock units, which may be entitled to receive the per share merger consideration of $14.30 and (5) 142,450 shares of Common Stock underlying outstanding purchase rights pursuant to equity compensation plans.

(2) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of August 15, 2024, the underlying value of the transaction was calculated based on the sum of (1) the product of 297,824,874 shares of Common Stock and the per share merger consideration of $14.30; (2) the product of 2,128,134 shares of Common Stock underlying the In-the-Money Options and $11.07 (which is the difference between the per share merger consideration of $14.30 and the weighted average exercise price of the In-the-Money Options of $3.23); (3) the product of 13,692,000 shares of Common Stock underlying the In-the-Money Warrants and $4.28 (which is the difference between the per share merger consideration of $14.30 and the weighted average exercise price of the In-the-Money Warrants of $10.02); (4) the product of 12,109,227 shares of Common Stock underlying outstanding restricted stock units and performance-based restricted stock units and the per share merger consideration of $14.30; and (5) the product of 142,450 shares of Common Stock underlying outstanding purchase rights pursuant to equity compensation plans and the per share merger consideration of $14.30. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.00014760.

(3) R1 RCM Inc. previously paid $666,599.22 upon the filing of its Schedule 14A on August 30, 2024 in connection with the transaction reported hereby.