R1 RCM Inc. /DE: M&A transaction — TowerBrook and CD&R complete $8.9B acquisition of R1 RCM; stock delisted, Flanagan returns as CEO

R1 RCM Inc. /DE

All outstanding R1 shares acquired for $14.30 per share, valuing the company at approximately $8.9 billion.
R1 common stock ceased trading on Nasdaq; company will deregister and suspend SEC reporting.
Joe Flanagan reappointed as CEO, replacing Lee Rivas; Flanagan previously served as CEO from May 2016 to Jan 2023.
New $2.8B senior secured term loan, $200M delayed draw term loan, and $687.5M revolver; $1.3B of 6.875% Senior Secured Notes due 2031 issued.

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Executive movements

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Appointed

Joseph Flanagan

Chief Executive Officer

R1 RCM Inc. /DE

Filed: November 19, 2024, 6:59 PM ET

At the Effective Time, Joseph Flanagan, a director of the Company immediately prior to the Merger, became the Chief Executive Officer of the Surviving Corporation.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Joseph Flanagan was appointed as Chief Executive Officer at R1 RCM Inc. /DE.

Action: became
Role: Chief Executive Officer

Exact text from the filing

At the Effective Time, Joseph Flanagan, a director of the Company immediately prior to the Merger, became the Chief Executive Officer of the Surviving Corporation.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

R1 RCM Inc. /DE: Amended and restated certificate of incorporation in its entirety pursuant to merger.

Change: charter amendment

Exact text from the filing

Pursuant to the terms of the Merger Agreement, at the Effective Time and by virtue of the Merger, the amended and restated certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Second Amended and Restated Certificate of Incorporation”).

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

R1 RCM Inc. /DE: Amended and restated bylaws of the surviving corporation in their entirety.

Change: bylaw amendment

Exact text from the filing

Immediately after the Effective Time, the bylaws of the Surviving Corporation were amended and restated in their entirety (the “Second Amended and Restated Bylaws”).

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

R1 RCM Inc. /DE underwent a change of control involving Raven Acquisition Holdings, LLC for $14.30 per share in cash (closed 2024-11-19).

Action: change of control
Counterparty: Raven Acquisition Holdings, LLC
Consideration: $14.30 per share in cash
Closing: 2024-11-19

Exact text from the filing

(the “DGCL,” and such shares, the “Dissenting Company Shares”)) were 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”); (ii) each Owned Company Share was cancelled and extinguished without any conversion thereof or consideration paid

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71 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR

accession 0001193125-24-261654

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