| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RCM | Common Stock | Other | +46.4K | +0.04% | 125M | Oct 26, 2022 | See Notes | F1, F2, F3, F4, F5 | ||
| transaction | RCM | Common Stock | Other | +9.45K | +0.09% | 11.1M | Oct 26, 2022 | See Notes | F1, F2, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | On January 9, 2022, CoyCo 1, L.P. ("CoyCo 1") and CoyCo 2, L.P. ("CoyCo 2") entered into a Transaction Agreement and Plan of Merger (the "Transaction Agreement") with R1 RCM Holdco Inc. (f/k/a R1 RCM Inc.), formerly the Issuer's parent, Project Roadrunner Merger Sub Inc., formerly a wholly owned subsidiary of the Issuer, and Revint Holdings, LLC, a Delaware limited liability company ("Cloudmed"), pursuant to which CoyCo 1 and CoyCo 2 contributed 100% of the equity of a blocker parent of their subsidiaries, which included Cloudmed, to the Issuer in exchange for 135,929,742 shares of common stock of the Issuer and $1,000,000 (the "Acquisition"). The Acquisition closed on June 21, 2022 (the "Closing Date"). |
| F2 | The Transaction Agreement included a purchase price adjustment provision which provided that the consideration received by the Reporting Persons in connection with the Acquisition would be adjusted based on Cloudmed's net debt as of closing, transaction expenses and certain cash payments and issuances of securities between signing and closing and in connection with certain incentive plans. The number of shares issuable pursuant to the purchase price adjustment provision was determined on October 26, 2022, pursuant to a formula set forth in the Transaction Agreement which provided that, for the purpose of determining the number of shares issuable, the Issuer's common stock would be valued at $24.83 per share. Pursuant to the purchase price adjustment provision, 55,846 shares are issuable to the Reporting Persons. The Reporting Persons' right to receive such additional shares became fixed and irrevocable on the Closing Date. |
| F3 | Held directly by CoyCo 1. |
| F4 | CoyCo GP, L.L.C. ("CoyCo GP") is the general partner of each of CoyCo 1 and CoyCo 2. New Mountain Partners V (AIV-D), L.P. ("AIV-D") is the manager of CoyCo GP. New Mountain Investments V, L.L.C. ("Investments V") has decision-making power over the disposition and voting of securities of portfolio investments of AIV-D. New Mountain Capital, L.L.C. ("New Mountain Capital") also has voting power over the securities of portfolio investments of AIV-D. New Mountain Capital Group, L.P. ("New Mountain Capital Group") is the managing member of New Mountain Capital. NM Holdings GP, L.L.C. ("NM Holdings GP") is the general partner of New Mountain Capital Group. Steven B. Klinsky is the managing member of New Mountain Investments V and managing member of NM Holdings GP. |
| F5 | Because of their relationships, each of Mr. Klinsky, CoyCo GP, AIV-D, New Mountain Investments V, New Mountain Capital, New Mountain Capital Group and NM Holdings GP may be deemed to beneficially own the Common Shares held by CoyCo 1 and CoyCo 2. Each of Mr. Klinsky, CoyCo GP, AIV-D, New Mountain Investments V, New Mountain Capital, New Mountain Capital Group and NM Holdings GP expressly disclaim beneficial ownership over the securities held by CoyCo 1 and CoyCo 2 except to the extent of their pecuniary interest therein. |
| F6 | Held directly by CoyCo 2. |
Subsequent to the closing of the Acquisition, Matthew Holt, Jeremy Delinsky and Kyle Armbrester were appointed to the board of directors of the Issuer pursuant to an Investor Rights Agreement between CoyCo 1, CoyCo 2 and the Issuer. As such, the Reporting Persons may be deemed to be "directors by deputization" of the Issuer.