R1 RCM Inc. (NASDAQ: RCM) (“R1” or the “Company”), a leading
provider of technology-driven solutions that transform the patient
experience and financial performance of healthcare providers, today
announced that it has entered into a definitive agreement to be
acquired by investment funds affiliated with TowerBrook Capital
Partners and Clayton, Dubilier & Rice (“CD&R”), in an
all-cash transaction with an enterprise value of approximately $8.9
billion. An investment vehicle controlled by TowerBrook is
currently the beneficial owner of approximately 36% of the
Company’s outstanding shares of common stock, including the warrant
held by TowerBrook. Under the terms of the agreement, TowerBrook
and CD&R will acquire all the outstanding common stock that
TowerBrook does not currently own for $14.30 per share.
The consideration of $14.30 per share in common stock to R1
stockholders represents a premium of approximately 29% to the
Company’s unaffected closing price on February 23, 2024, the last
full trading day before New Mountain Capital publicly disclosed its
initial non-binding acquisition proposal on its Schedule 13D.
The transaction has been unanimously approved by a special
committee of the R1 Board of Directors comprised solely of
independent directors (the “Special Committee”), which, as
previously announced on March 11, 2024, was formed to evaluate
strategic alternatives. Transaction negotiations were led by the
Special Committee, advised by independent legal and financial
advisors, and following the recommendation of the Special
Committee, R1’s Board approved the transaction.
“TowerBrook has been an outstanding long-term investor and
partner to R1 and shares our vision of being the automation
platform of choice for the provider industry,” said Lee Rivas, R1’s
CEO. “Our agreement reflects TowerBrook’s and CD&R’s confidence
in our team and the unmatched scale, technology and value we
provide. We believe the transaction represents the best path
forward for R1 at an attractive valuation to our stockholders that
reflects the Company’s position as a leading provider of
technology-driven solutions for its customers.”
Ian Sacks, Managing Director at TowerBrook, stated, “As a
long-term, responsible investor in R1, TowerBrook has supported the
development of R1 as a leader in healthcare provider revenue
management since 2016. Together with CD&R, we look forward to
continuing to invest in the Company’s core operations to drive
customer performance and value while also continuing to build R1 as
a leader in intelligent automation and in the use of GAI in revenue
management.”
“R1 is a trusted partner in healthcare technology and
automation,” said Ravi Sachdev, Partner at CD&R. “We see
tremendous opportunity to build on R1’s differentiated platform to
continue delivering solutions to help healthcare providers operate
more efficiently and reduce costs in the system. We are excited to
work alongside TowerBrook and the talented team at R1 to continue
setting the standard for healthcare performance.”
Upon completion of the transaction, R1 will become a private
company and its shares will no longer trade on Nasdaq. The
transaction is expected to close by the end of the year, subject to
customary closing conditions, including receipt of stockholder
approval and regulatory approvals. The transaction is expected to
be financed with a combination of committed debt financing and
equity from investment funds affiliated with TowerBrook and
CD&R.
R1 Second Quarter 2024 Financial Results
R1 expects to release its financial results for the second
quarter ended June 30, 2024 on Wednesday, August 7, 2024. Given the
transaction announced today, R1 will not host a live conference
call in conjunction with its second quarter earnings release. A
pre-recorded call will be available at the Investor Relations
section of the Company’s website at ir.r1rcm.com on August 7,
2024.
AdvisorsQatalyst Partners and Barclays are
serving as financial advisors to the Special Committee and Skadden,
Arps, Slate, Meagher & Flom LLP is acting as legal counsel to
the Special Committee. Kirkland & Ellis LLP is acting as legal
counsel to the Company.
Centerview Partners LLC is serving as lead financial advisor to
TowerBrook and CD&R. In addition, Deutsche Bank and Royal Bank
of Canada have committed to provide financing for the transaction,
and Deutsche Bank Securities, Inc. and RBC Capital Markets, LLC are
serving as financial advisors to TowerBrook and CD&R. Wachtell,
Lipton, Rosen & Katz is acting as legal counsel to
TowerBrook, and Debevoise & Plimpton LLP is acting as legal
counsel to CD&R.
About TowerBrookTowerBrook Capital Partners is
a purpose-driven, transatlantic investment management firm that has
raised in excess of $23 billion to date. As a disciplined investor
with a commitment to fundamental value, TowerBrook seeks to deliver
superior, risk-adjusted returns to investors on a consistent basis,
guided by TowerBrook Responsible Ownership™ principles which
are central to the firm’s value creation strategy. TowerBrook
partners with talented, experienced managers and senior advisors
who share the firm’s values and support its investment objectives,
providing capital and resources to transform the capabilities and
prospects of the businesses in which it invests, driving better
outcomes for all stakeholders. TowerBrook takes an entrepreneurial,
multinational, single-team approach and since inception in 2001 has
invested in more than 90 companies on both sides of the Atlantic.
TowerBrook is the first mainstream private equity firm to be
certified as a B Corporation, demonstrating leadership in its
commitment to environmental, social and governance (ESG) standards
and responsible business practices. For more information, please
visit www.towerbrook.com.
About CD&RFounded in 1978, CD&R is a
leading private investment firm with a strategy of generating
strong investment returns by building more robust and sustainable
businesses through the combination of skilled investment experience
and deep operating capabilities. In partnership with the management
teams of its portfolio companies, CD&R takes a long-term view
of value creation and emphasizes positive stewardship and impact.
The firm invests in businesses that span a broad range of
industries, including industrial, healthcare, consumer, technology
and financial services end markets. CD&R is privately owned by
its partners and has offices in New York and London. For more
information, please visit www.cdr-inc.com and follow the
firm's activities
through LinkedIn and @CDRBuilds on
X/Twitter.
About R1 RCMR1 is a leading provider of
technology-driven solutions that transform the financial
performance and patient experience for health systems, hospitals,
and physician groups. R1’s proven and scalable operating models
seamlessly complement a healthcare organization’s infrastructure,
quickly driving sustainable improvements to net patient revenue and
cash flows while driving revenue yield, reducing operating costs,
and enhancing the patient experience. To learn more, visit:
r1rcm.com.
Forward-Looking Statements
Disclaimer
This communication includes certain
“forward-looking statements” within the meaning of, and subject to
the safe harbor created by, the federal securities laws, including
statements related to the proposed merger of Project Raven Merger
Sub, Inc. with and into the Company (the “Transaction”), including
financial estimates and statements as to the expected timing,
completion and effects of the Transaction. These forward-looking
statements are based on the Company’s current expectations,
estimates and projections regarding, among other things, the
expected date of closing of the Transaction and the potential
benefits thereof, its business and industry, management’s beliefs
and certain assumptions made by the Company, all of which are
subject to change. Forward-looking statements often contain words
such as “expect,” “anticipate,” “intend,” “aims,” “plan,”
“believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“considered,” “potential,” “estimate,” “continue,” “likely,”
“expect,” “target” or similar expressions or the negatives of these
words or other comparable terminology that convey uncertainty of
future events or outcomes. By their nature, forward-looking
statements address matters that involve risks and uncertainties
because they relate to events and depend upon future circumstances
that may or may not occur, such as the consummation of the
Transaction and the anticipated benefits thereof. These and other
forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
any forward-looking statements. Important risk factors that may
cause such a difference include, but are not limited to: (i) the
completion of the Transaction on anticipated terms and timing or at
all, including obtaining required stockholder and regulatory
approvals, and the satisfaction of other conditions to the
completion of the Transaction; (ii) the ability of affiliates of
Raven Acquisition Holdings, LLC to obtain the necessary financing
arrangements set forth in the commitment letters received in
connection with the Transaction; (iii) potential litigation
relating to the Transaction that could be instituted against Raven
Acquisition Holdings, LLC, the Company or their respective
affiliates, directors, managers or officers, including the effects
of any outcomes related thereto; (iv) the risk that disruptions
from the Transaction, including the diversion management’s
attention from the Company’s ongoing business operations will harm
the Company’s business, including current plans and operations; (v)
the ability of the Company to retain and hire key personnel in
light of the Transaction; (vi) potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the Transaction; (vii) continued availability of
capital and financing and rating agency actions; (viii)
legislative, regulatory and economic developments affecting the
Company’s business; (ix) general economic and market developments
and conditions; (x) potential business uncertainty, including
changes to existing business relationships, during the pendency of
the Transaction that could affect the Company’s financial
performance; (xi) certain restrictions during the pendency of the
Transaction that may impact the Company’s ability to pursue certain
business opportunities or strategic transactions; (xii)
unpredictability and severity of catastrophic events, including but
not limited to acts of terrorism, pandemics, outbreaks of war or
hostilities, as well as the Company’s response to any of the
aforementioned factors; (xiii) significant transaction costs
associated with the Transaction, including the possibility that the
Transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; (xiv) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Transaction, including in
circumstances requiring the Company to pay a termination fee or
other expenses; (xv) competitive responses to the Transaction,
including the possibility that competing offers or acquisition
proposals for the Company will be made; (xvi) the risk that the
Company’s stock price may decline significantly if the Merger is
not consummated; (xvii) the risks and uncertainties pertaining to
the Company’s business, including those set forth in Part I, Item
1A of the Company’s most recent Annual Report on Form 10-K and Part
II, Item 1A of the Company’s subsequent Quarterly Reports on Form
10-Q, as such risk factors may be amended, supplemented or
superseded from time to time by other reports filed by the Company
with the SEC; and (xviii) the risks and uncertainties that will be
described in the proxy statement available from the sources
indicated below. These risks, as well as other risks associated
with the Transaction, will be more fully discussed in the proxy
statement. While the list of factors presented here is, and the
list of factors to be presented in the proxy statement will be,
considered representative, no such list should be considered a
complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which
could have a material impact on the Company’s financial condition,
results of operations, credit rating or liquidity. In light of the
significant uncertainties in these forward-looking statements, the
Company cannot assure you that the forward-looking statements in
this communication will prove to be accurate, and you should not
regard these statements as a representation or warranty by the
Company, its directors, officers or employees or any other person
that the Company will achieve its objectives and plans in any
specified time frame, or at all. These forward-looking statements
speak only as of the date they are made, and the Company does not
undertake to and specifically disclaims any obligation to publicly
release the results of any updates or revisions to these
forward-looking statements that may be made to reflect future
events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events,
except as required by applicable law.
Important Additional Information and
Where to Find It
In connection with the Transaction, the Company
will file with the SEC a proxy statement on Schedule 14A, the
definitive version of which will be sent or provided to Company
stockholders. The Company, affiliates of the Company and affiliates
of each of Clayton, Dubilier & Rice, LLC and TowerBrook Capital
Partners L.P. intend to jointly file a transaction statement on
Schedule 13E-3 (the “Schedule 13E-3”) with the SEC. The Company may
also file other documents with the SEC regarding the Transaction.
This document is not a substitute for the Proxy Statement, the
Schedule 13E-3 or any other document which the Company may file
with the SEC. Promptly after filing its definitive proxy statement
with the SEC, the Company will mail or provide the definitive proxy
statement, the Schedule 13E-3 and a proxy card to each Company
stockholder entitled to vote at the meeting relating to the
Transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE TRANSACTION BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of the proxy
statement, Schedule 13E-3 and other documents that are filed or
will be filed with the SEC by the Company through the website
maintained by the SEC at www.sec.gov, the Company’s website at
ir.r1rcm.com or by contacting the Company’s Investor Relations Team
at investorrelations@r1rcm.com.
The Transaction will be implemented solely
pursuant to the Merger Agreement dated as of July 31, 2024, among
the Company, Raven Acquisition Holdings, LLC and Project Raven
Merger Sub, Inc., which contains the full terms and conditions of
the Transaction.
Participants in the
Solicitation
The Company and certain of its directors,
executive officers and other employees, may be deemed to be
participants in the solicitation of proxies from the stockholders
of the Company in connection with the Transaction. Information
regarding the Company’s directors and executive officers is
contained in the “Director Compensation,” “Executive Compensation”
and “Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters” sections of the definitive proxy
statement for the 2024 annual meeting of stockholders of R1 RCM
Inc., which was filed with the SEC on April 12, 2024 (the “Annual
Meeting Proxy Statement”) and will be contained in the proxy
statement to be filed by the Company in connection with the
Transaction. Any change of the holdings of the Company’s securities
by its directors or executive officers from the amounts set forth
in the Annual Meeting Proxy Statement have been reflected in the
following Statements of Changes in Beneficial Ownership on Form 4
filed with the SEC: by Michael C. Feiner, filed on May 23, 2024; by
Agnes Bundy Scanlan, filed on May 23, 2024; by John B. Henneman,
III, filed on May 23, 2024; by Anthony R. Tersigni, filed on May
23, 2024; by Jill Smith, filed on May 23, 2024; by Joseph Flanagan,
filed on May 23, 2024; by Jeremy Delinsky, filed on May 23, 2024;
by David M. Dill, filed on May 23, 2024; by Bradford Kyle
Armbrester, filed on May 23, 2024; by Anthony J. Speranzo, filed on
May 23, 2024; by Jennifer Williams, filed on June 3, 2024; by John
Sparby, filed on June 3, 2024; by Pamela L. Spikner, filed on June
3, 2024; by Lee Rivas, filed on June 3, 2024; and by Kyle Hicok,
filed on June 3, 2024. Additional information regarding the
identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, will be included in
the definitive proxy statement relating to the Transaction when it
is filed with the SEC. These documents (when available) may be
obtained free of charge from the SEC’s website at www.sec.gov, the
Company’s website at ir.r1rcm.com or by contacting the Company’s
Investor Relations Team at investorrelations@r1rcm.com.
Contacts
Investor Relations:Evan Smith, CFA(516)
743-5184investorrelations@r1rcm.com
Media Contact for R1: Josh Blumenthal(323)
449-4380media@r1rcm.com
Andrew Brimmer / Andrea RoseJoele Frank, Wilkinson Brimmer
Katcher(212) 355-4449
Media Contact for TowerBrook:Brunswick GroupAlex Yankus(917)
818-5204towerbrookcapital@brunswickgroup.com
Media Contact for CD&R:Jon Selib212 407
5200JSelib@cdr-inc.com
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