0001104659-21-075053.txt : 20210601
0001104659-21-075053.hdr.sgml : 20210601
20210601162954
ACCESSION NUMBER: 0001104659-21-075053
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210527
FILED AS OF DATE: 20210601
DATE AS OF CHANGE: 20210601
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MOSZKOWSKI NEAL
CENTRAL INDEX KEY: 0001041197
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 21985700
MAIL ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SOUSOU RAMEZ
CENTRAL INDEX KEY: 0001270155
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 21985699
MAIL ADDRESS:
STREET 1: 65 EAST 55TH STREET
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TI IV ACHI Holdings, LP
CENTRAL INDEX KEY: 0001662925
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 21985702
BUSINESS ADDRESS:
STREET 1: 65 EAST 55TH ST, 27TH FLOOR
STREET 2: TOWERBROOK CAPITAL PARTNERS, L.P.
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 699-2200
MAIL ADDRESS:
STREET 1: 65 EAST 55TH ST, 27TH FLOOR
STREET 2: TOWERBROOK CAPITAL PARTNERS, L.P.
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TowerBrook Investors, Ltd.
CENTRAL INDEX KEY: 0001599448
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 21985701
BUSINESS ADDRESS:
STREET 1: 65 EAST 55TH STREET, 27TH FLOOR
STREET 2: PARK AVENUE TOWER
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-699-2200
MAIL ADDRESS:
STREET 1: 65 EAST 55TH STREET, 27TH FLOOR
STREET 2: PARK AVENUE TOWER
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TCP-ASC ACHI Series LLLP
CENTRAL INDEX KEY: 0001663108
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 21985705
BUSINESS ADDRESS:
STREET 1: 65 E 55TH ST 27TH FLOOR
STREET 2: TOWERBROOK CAPITAL PARTNERS L.P.
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2126992200
MAIL ADDRESS:
STREET 1: 65 E 55TH ST 27TH FLOOR
STREET 2: TOWERBROOK CAPITAL PARTNERS L.P.
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ascension Health Alliance
CENTRAL INDEX KEY: 0001663043
STATE OF INCORPORATION: MO
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 21985698
BUSINESS ADDRESS:
STREET 1: 101 SOUTH HANLEY RD.
STREET 2: STE. 450
CITY: ST. LOUIS
STATE: MO
ZIP: 63105
BUSINESS PHONE: 314-733-8000
MAIL ADDRESS:
STREET 1: 101 SOUTH HANLEY RD.
STREET 2: STE. 450
CITY: ST. LOUIS
STATE: MO
ZIP: 63105
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TI IV ACHI Holdings GP, LLC
CENTRAL INDEX KEY: 0001663106
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 21985703
BUSINESS ADDRESS:
STREET 1: 65 E 55TH ST., 27TH FLR.
STREET 2: PARK AVE. TOWER
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-699-2200
MAIL ADDRESS:
STREET 1: 65 E 55TH ST., 27TH FLR.
STREET 2: PARK AVE. TOWER
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TCP-ASC GP, LLC
CENTRAL INDEX KEY: 0001663107
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 21985704
BUSINESS ADDRESS:
STREET 1: 65 E 55TH ST 27TH FLOOR
STREET 2: TOWERBROOK CAPITAL PARTNERS, L.P.
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2126992200
MAIL ADDRESS:
STREET 1: 65 E 55TH ST 27TH FLOOR
STREET 2: TOWERBROOK CAPITAL PARTNERS, L.P.
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: R1 RCM INC.
CENTRAL INDEX KEY: 0001472595
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741]
IRS NUMBER: 020698101
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 401 NORTH MICHIGAN AVENUE
STREET 2: SUITE 2700
CITY: CHICAGO
STATE: IL
ZIP: 60611
BUSINESS PHONE: 312-324-7820
MAIL ADDRESS:
STREET 1: 401 NORTH MICHIGAN AVENUE
STREET 2: SUITE 2700
CITY: CHICAGO
STATE: IL
ZIP: 60611
FORMER COMPANY:
FORMER CONFORMED NAME: Accretive Health, Inc.
DATE OF NAME CHANGE: 20090918
4
1
tm2118065-1_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-05-27
0
0001472595
R1 RCM INC.
RCM
0001663108
TCP-ASC ACHI Series LLLP
2711 CENTERVILLE ROAD, SUITE 400
WILMINGTON
DE
19808
1
0
1
0
0001663107
TCP-ASC GP, LLC
2711 CENTERVILLE ROAD, SUITE 400
WILMINGTON
DE
19808
1
0
1
0
0001663106
TI IV ACHI Holdings GP, LLC
2711 CENTERVILLE ROAD, SUITE 400
WILMINGTON
DE
19808
1
0
1
0
0001662925
TI IV ACHI Holdings, LP
2711 CENTERVILLE ROAD, SUITE 400
WILMINGTON
DE
19808
1
0
1
0
0001599448
TowerBrook Investors, Ltd.
C/O TOWERBROOK CAPITAL PARTNERS L.P.
65 EAST 55TH STREET, 19TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001041197
MOSZKOWSKI NEAL
C/O TOWERBROOK CAPITAL PARTNERS L.P.
65 EAST 55TH STREET, 19TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001270155
SOUSOU RAMEZ
1 ST. JAMES'S MARKET
CARLTON STREET
LONDON
X0
SW1Y 4AH
UNITED KINGDOM
1
0
1
0
0001663043
Ascension Health Alliance
101 S. HANLEY ROAD
SUITE 450
ST. LOUIS
MO
63105
1
0
1
0
Common Stock
2021-05-27
4
X
0
16912646
3.50
A
156201846
D
Common Stock
2021-05-27
4
S
0
2412646
24.54
D
153789200
D
Common Stock
2021-06-01
4
S
0
14500000
21.825
D
139289200
D
Warrant (right to buy)
3.50
2021-05-27
4
X
0
16912646
0
D
2016-02-16
2026-02-16
Common Stock, par value $0.01 per share
16912646
43087354
D
This Form 4 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 transaction in respect of Common Stock, par value $0.01 per share (the "Common Stock") 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 beneficially owned and to report beneficial ownership of shares of Common Stock that the Reporting Persons may be deemed to have acquired and disposed as a result of exercising the Warrant (as defined below) and the Offering (as defined below).
The Partnership is a Delaware series limited liability limited partnership that was formed to effect the purchase (the "Purchase") of the Issuer's securities, including 200,000 shares of 8.00% Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), in connection with that certain Securities Purchase Agreement, dated as of December 7, 2015, by and among the Issuer, the Partnership and Ascension (the "Purchase Agreement"). 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 Purchase. The members of the Partnership GP are the Aggregator and Ascension.
The Aggregator is a Delaware limited partnership that was formed to effect the Purchase. 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 Purchase. 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.
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 4 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.
Pursuant to that certain Limited Liability Limited Partnership Agreement of the Partnership, dated as of December 7, 2015, by and between the Partnership GP, the Aggregator and Ascension (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").
On May 27, 2021, the Partnership exercised a warrant to purchase 16,912,646 shares of the Common Stock for $3.50 per share, pursuant to that certain Warrant No. 1 dated February 16, 2016 (the "Warrant"). The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 2,412,646 shares of Common Stock underlying the Warrant to satisfy the exercise price and issuing to the reporting person the remaining 14,500,000 shares of Common Stock. The Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski and Ramez Sousou disclaim beneficial ownership of 19,389,309 shares of Common Stock issuable upon exercise of the Warrant held by Series AS, whereas Ascension disclaims beneficial ownership of 23,698,045 shares of Common Stock issuable upon exercise of the Warrant held by Series TB.
On June 1, 2021, the Partnership consummated the sale of an aggregate of 14,500,000 shares of the Common Stock at $21.825 per share pursuant to an underwriting agreement dated May 26, 2021 in connection with a registered public offering (the "Offering").
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.
TCP-ASC ACHI Series LLLP By: TCP-ASC GP, LLC, its General Partner By: /s/ Glenn F. Miller Name: Glenn F. Miller Title: Vice President
2021-06-01
TCP-ASC GP, LLC By: /s/ Glenn F. Miller Name: Glenn F. Miller Title: Vice President
2021-06-01
TI IV ACHI Holdings GP, LLC By: /s/ Glenn F. Miller Name: Glenn F. Miller Title: Vice President
2021-06-01
TI IV ACHI Holdings, LP By: TI IV ACHI Holdings GP, LLC, its General Partner By: /s/ Glenn F. Miller Name: Glenn F. Miller Title: Vice President
2021-06-01
TowerBrook Investors Ltd. By: /s/ Neal Moszkowski Name: Neal Moszkowski Title: Director
2021-06-01
Neal Moszkowski /s/ Neal Moszkowski Neal Moszkowski
2021-06-01
Ramez Sousou /s/ Ramez Sousou Ramez Sousou
2021-06-01
Ascension Health Alliance By: /s/ Anthony J. Speranzo Name: Anthony J. Speranzo Title: President and Chief Executive Officer, Ascension Capital, LLC (authorized signatory)
2021-06-01