| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | RCM | Common Stock, par value $0.01 per share | 139M | Jun 21, 2022 | Direct | F1, F2, F3, F4, F5, F6, F7 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | RCM | Warrant (right to buy) | Jun 21, 2022 | Common Stock | 40.5M | $3.50 | Direct | F1, F2, F3, F4, F5, F6, F7 |
| Id | Content |
|---|---|
| F1 | This Form 3 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Act of 1934, as amended (the "Exchange Act") to report the beneficial ownership in respect of common stock, par value $0.01 per share ("Common Stock"), of R1 RCM Inc. (f/k/a Project Roadrunner Parent Inc.) (the "Issuer") that TCP-ASC ACHI Series LLLP (the "Partnership"), TCP-ASC GP, LLC (the "Partnership GP"), TI IV ACHI Holdings GP, LLC (the "Aggregator GP"), TI IV ACHI Holdings, LP (the "Aggregator"), TowerBrook Investors Ltd. ("TowerBrook"), Neal Moszkowski, Ramez Sousou, and Ascension Health Alliance d/b/a Ascension ("Ascension") (together, the "Reporting Persons"), may be deemed to have acquired pursuant to the closing of the transactions contemplated by the Transaction Agreement (defined below). |
| F2 | Upon the effectiveness of the merger of Project Roadrunner Merger Sub Inc. ("R1 Merger Sub") with and into R1 RCM Holdco Inc. (f/k/a R1 RCM Inc.) ("Old R1") on June 21, 2022 (the "Merger") and pursuant to the Transaction Agreement and Plan of Merger, dated January 9, 2022 (as may be amended, supplemented or otherwise modified from time to time, the "Transaction Agreement"), by and among the Old R1, the Issuer, R1 Merger Sub, Revint Holdings, LLC, CoyCo 1, L.P., CoyCo 2, L.P., and, solely for certain purposes set forth therein, NMC Ranger Holdings, LLC, the Partnership acquired from the Issuer (i) 139,289,200 shares of Common Stock and (ii) a warrant to purchase up to 40,464,855 shares of Common Stock on the terms and subject to the conditions set forth in the Warrant Agreement (the "Warrant"). |
| F3 | The reported securities may be deemed to be owned directly by the Partnership, and indirectly by the Partnership GP, the Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski,, Ramez Sousou and Ascension. As permitted by Rule 16a-1(a)(4), the filing of this Form 3 shall not be construed as an admission that any of the Reporting persons are beneficial owners of any of the securities covered by this statement. |
| F4 | The Partnership is a Delaware series limited liability limited partnership that was formed for the purpose of purchasing, holding, converting, exercising the rights attached to, and disposing of, securities of the Issuer (the "Investment"). The sole general partner of the Partnership is the Partnership GP, and the limited partners of the Partnership are the Aggregator and Ascension. The Partnership GP is a Delaware limited liability company that was formed to effect the Investment. The members of the Partnership GP are the Aggregator and Ascension. |
| F5 | The Aggregator is a Delaware limited partnership that was formed to effect the Investment. The sole general partner of the Aggregator is the Aggregator GP, and the limited partners of the Aggregator are TowerBrook Investors IV (Onshore), L.P., TowerBrook Investors IV (OS), L.P., TowerBrook Investors IV Executive Fund, L.P., TowerBrook Investors IV (892), L.P. and TowerBrook Investors Team Daybreak, L.P. The Aggregator GP is a Delaware limited liability company that was formed to effect the Investment. The sole member of the Aggregator GP is TowerBrook. TowerBrook is a Cayman Islands corporation and its principal business is to serve as the general partner or member of various affiliates of investment funds managed or advised by TowerBrook Capital Partners L.P. The directors and joint controlling shareholders of TowerBrook are Neal Moszkowski, a U.S. citizen, and Ramez Sousou, a U.K. citizen. Ascension is a Missouri not-for-profit corporation. |
| F6 | Pursuant to that certain Amended and Restated Limited Liability Limited Partnership Agreement of the Partnership, dated as of June 21, 2022, by and between the Partnership GP, the Aggregator and Ascension (as may be amended, supplemented or otherwise modified from time to time, the "Partnership Agreement"), the board of directors of the Partnership established a series of partnership interests to hold the securities allocable to the Aggregator under the Partnership Agreement ("Series TB") and a series of partnership interests to hold the securities allocable to Ascension under the Partnership Agreement ("Series AS"). |
| F7 | Accordingly, the Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski and Ramez Sousou disclaim beneficial ownership of 62,680,140 shares of Common Stock and 18,209,185 shares of Common Stock underlying the Warrant, in each case held directly by Series AS, whereas Ascension disclaims beneficial ownership of 76,609,060 shares of Common Stock and 22,255,670 shares of Common Stock underlying the Warrant, in each case held directly by Series TB. |
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be directors by deputization by virtue of their contractual right to appoint directors to the board of directors of the Issuer. As a result, the "Director" box is marked in Item 5 of this Form 4.