---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-261654"
form_type: "8-K"
ticker: null
cik: "0001910851"
company_name: "R1 RCM Inc. /DE"
filed_at: "2024-11-19T23:59:59+00:00"
generated_at: "2026-05-29T22:41:39.106475+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# TowerBrook and CD&R complete $8.9B acquisition of R1 RCM; stock delisted, Flanagan returns as CEO

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-24-261654
- form_type: 8-K
- cik: 0001910851
- company_name: R1 RCM Inc. /DE
- filed_at: 2024-11-19T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 3.03, 5.01, 5.02, 5.03, 2.03, 3.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1910851/000119312524261654/0001193125-24-261654-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1910851/000119312524261654/d845809d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-261654
- JSON: https://secwatch.observer/filing/0001193125-24-261654.json
- Plain text: https://secwatch.observer/filing/0001193125-24-261654.txt

## Key facts
- Executive change
  Joseph Flanagan was appointed as Chief Executive Officer at R1 RCM Inc. /DE.
  - Action: became
  - Role: Chief Executive Officer
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1910851/000119312524261654/0001193125-24-261654-index.htm
- Governance Changes
  R1 RCM Inc. /DE: Amended and restated certificate of incorporation in its entirety pursuant to merger.
  - Change: charter amendment
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1910851/000119312524261654/0001193125-24-261654-index.htm
- Governance Changes
  R1 RCM Inc. /DE: Amended and restated bylaws of the surviving corporation in their entirety.
  - Change: bylaw amendment
  source text: Immediately after the Effective Time, the bylaws of the Surviving Corporation were amended and restated in their entirety (the “Second Amended and Restated Bylaws”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1910851/000119312524261654/0001193125-24-261654-index.htm
- M&A Transactions
  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
  source text: (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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1910851/000119312524261654/0001193125-24-261654-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.