0001571049-16-011837.txt : 20160216
0001571049-16-011837.hdr.sgml : 20160215
20160216170135
ACCESSION NUMBER: 0001571049-16-011837
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160216
FILED AS OF DATE: 20160216
DATE AS OF CHANGE: 20160216
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Accretive Health, 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
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 161429936
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: MOSZKOWSKI NEAL
CENTRAL INDEX KEY: 0001041197
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 161429938
MAIL ADDRESS:
STREET 1: 430 PARK AVENUE
STREET 2: 6TH FLOOR
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 161429939
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: TI IV ACHI Holdings, LP
CENTRAL INDEX KEY: 0001662925
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 161429940
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: TCP-ASC ACHI Series LLLP
CENTRAL INDEX KEY: 0001663108
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 161429943
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: TCP-ASC GP, LLC
CENTRAL INDEX KEY: 0001663107
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 161429942
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: SOUSOU RAMEZ
CENTRAL INDEX KEY: 0001270155
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 161429937
MAIL ADDRESS:
STREET 1: C/O SOROS FUND MANGEMENT LLC
STREET 2: 888 SEVENTH AVE 31ST FL.
CITY: NEW YORK
STATE: NY
ZIP: 10106
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: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34746
FILM NUMBER: 161429941
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
3
1
t1600027_x1-f3.xml
OWNERSHIP DOCUMENT
X0206
3
2016-02-16
0
0001472595
Accretive Health, Inc.
ACHI
0001663108
TCP-ASC ACHI Series LLLP
2711 CENTREVILLE ROAD, SUITE 400
WILMINGTON
DE
19808
1
0
1
0
0001663107
TCP-ASC GP, LLC
2711 CENTREVILLE ROAD, SUITE 400
WILMINGTON
DE
19808
0
0
1
0
0001663106
TI IV ACHI Holdings GP, LLC
2711 CENTREVILLE ROAD, SUITE 400
WILMINGTON
DE
19808
0
0
1
0
0001662925
TI IV ACHI Holdings, LP
2711 CENTREVILLE ROAD, SUITE 400
WILMINGTON
DE
19808
0
0
1
0
0001599448
TowerBrook Investors, Ltd.
C/O TOWERBROOK CAPITAL PARTNERS L.P.
66 EAST 55TH STREET, 27TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001041197
MOSZKOWSKI NEAL
C/O TOWERBROOK CAPITAL PARTNERS L.P.
66 EAST 55TH STREET, 27TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001270155
SOUSOU RAMEZ
KINNAIRD HOUSE
1 PALL MALL EAST
LONDON
X0
SW1Y5AU
UNITED KINGDOM
0
0
1
0
0001663043
Ascension Health Alliance
101 S. HANLEY ROAD, SUITE 450
ST. LOUIS
MO
63105
0
0
1
0
8.00% Series A Convertible Preferred Stock
2.50
Common Stock
80000000
D
Warrant (right to buy)
3.50
Common Stock
60000000
D
The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date.
This Form 3 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to report the beneficial ownership 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, a citizen of the United States of America, Ramez Sousou, a citizen of the United Kingdom 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 Securities Purchase Agreement (the "Purchase Agreement"), dated as of December 7, 2015, by and among the Partnership, Ascension, and Accretive Health, Inc. (the "Issuer").
Pursuant to the Purchase Agreement, on February 16, 2016, the Partnership acquired from the Issuer (the "Purchase") (i) 200,000 shares of Accretive's 8.00% Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") for an aggregate price of $200 million and (ii) a warrant to acquire up to 60 million shares of Common Stock on the terms and subject to the conditions set forth in the Warrant Agreement (the "Warrant"). 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.
The Partnership is a Delaware series limited liability limited partnership that was formed to effect the Purchase. 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 IV 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 and Ramez Sousou. Ascension is a Missouri not-for-profit corporation. The Limited Liability Limited Partnership Agreement of the Partnership (the "Partnership Agreement") was entered into by the Partnership GP, as general partner of the Partnership, and the limited partners named therein (the "Limited Partners"), on December 7, 2015.
The Partnership Agreement provides that the purpose of the Partnership is, among other things, to purchase, own, convert, exercise any rights attached to, and dispose of, securities of the Issuer on behalf of the Limited Partners. Pursuant to the Partnership Agreement, the Partnership Board (comprised of designees of both Limited Partners, with a majority of the directors designated by the Aggregator) has the power and authority to manage and control the business and affairs of the Partnership and each separate series. The Partnership Agreement contains several restrictions on the transfer of the securities of the Issuer held by the Partnership, as well as provisions relating to the voting of such securities.
Pursuant to the Partnership Agreement, the Partnership Board established a series of partnership interests in the Partnership to hold the Securities purchased using the initial capital contributions of the Aggregator ("Series TB") and a series of partnership interests in the Partnership to hold the Securities purchased using the initial capital contributions of Ascension ("Series AS"). The Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski and Ramez Sousou disclaim beneficial ownership of the 63,000,000 shares of the Common Stock held directly by Series AS. Ascension disclaims beneficial ownership of the 77,000,000 shares of Common Stock held directly by Series TB.
The Warrant was issued at Closing and will be exercisable at any time during the period commencing on the date thereof and terminating ten years therefrom.
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 right to appoint directors to the board of directors of the Issuer. As a result, the "Director" box is marked in Item 4 of this Form 3.
/s/ TCP-ASC ACHI Series LLLP, by TCP-ASC GP, LLC, its General Partner, by Glenn F. Miller, Vice President
2016-02-16
/s/ TCP-ASC GP, LLC by Glenn F. Miller, Vice President
2016-02-16
/s/ TI IV ACHI Holdings GP, LLC by Glenn F. Miller, Vice President
2016-02-16
/s/ TI IV ACHI Holdings, LP, by TI IV ACHI Holdings GP, LLC, its General Partner, by Glenn F. Miller, Vice President
2016-02-16
/s/ TowerBrook Investors Ltd. by Neal Moszkowski, Director
2016-02-16
/s/ Neal Moszkowski
2016-02-16
/s/ Ramez Sousou
2016-02-16
/s/ Ascension Health Alliance by Anthony J. Speranzo, Executive Vice President & Chief Financial Officer
2016-02-16