0001571049-17-000202.txt : 20170105 0001571049-17-000202.hdr.sgml : 20170105 20170105171038 ACCESSION NUMBER: 0001571049-17-000202 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170103 FILED AS OF DATE: 20170105 DATE AS OF CHANGE: 20170105 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 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: 17511733 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34746 FILM NUMBER: 17511735 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34746 FILM NUMBER: 17511736 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34746 FILM NUMBER: 17511737 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34746 FILM NUMBER: 17511740 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34746 FILM NUMBER: 17511739 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34746 FILM NUMBER: 17511734 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34746 FILM NUMBER: 17511738 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 4 1 t1700022-f4.xml OWNERSHIP DOCUMENT X0306 4 2017-01-03 0 0001472595 R1 RCM INC. ACHI 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. 66 EAST 55TH STREET, 27TH FLOOR NEW YORK NY 10022 1 0 1 0 0001041197 MOSZKOWSKI NEAL C/O TOWERBROOK CAPITAL PARTNERS L.P. 66 EAST 55TH STREET, 27TH FLOOR NEW YORK NY 10022 1 0 1 0 0001270155 SOUSOU RAMEZ KINNIARD HOUSE 1 PALL MALL EAST LONDON X0 SW1Y 5AU UNITED KINGDOM 1 0 1 0 0001663043 Ascension Health Alliance 101 S. HANLEY ROAD, SUITE 450 ST. LOUIS MO 63105 1 0 1 0 8.00% Series A Convertible Preferred Stock 2.50 2017-01-03 4 A 0 4203 A Common Stock, par value $0.01 per share 1681200 214363 D The 8.00% Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") of R1 RCM Inc. (the "Issuer") is convertible at any time, at the holder's election, and has no expiration date. 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 beneficial ownership of shares of Series A Preferred 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 acquired as a payment-in-kind dividend on January 3, 2017 under the Certificate of Designations of 8.00% Series A Convertible Preferred Stock (the "Certificate of Designations"), dated as of February 16, 2016. 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 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. (cont'd) (cont'd) 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. Pursuant to the Certificate of Designations, on January 3, 2017, the Partnership received 4,203 shares of Series A Preferred Stock from the Issuer as a payment-in-kind dividend for the period beginning on October 1, 2016 and ending on December 31, 2016 on the 210,160 shares of Series A Preferred Stock acquired by the Partnership since the Purchase closed on February 16, 2016. 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"). Accordingly, the Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski and Ramez Sousou disclaim beneficial ownership of the 1,891 shares of Series A Preferred Stock distributed as a payment-in-kind dividend on January 3, 2017 held directly by Series AS, whereas Ascension disclaims beneficial ownership of the 2,312 shares of Series A Preferred Stock distributed as payment-in-kind dividend on January 3, 2017 and held directly by Series TB. 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. /s/ TCP-ASC ACHI Series LLLP, by TCP-ASC GP, LLC, its General Partner, by Glenn F. Miller, Vice President 2017-01-05 /s/ TCP-ASC GP, LLC by Glenn F. Miller, Vice President 2017-01-05 /s/ TI IV ACHI Holdings GP, LLC by Glenn F. Miller, Vice President 2017-01-05 /s/ TI IV ACHI Holdings, LP, by TI IV ACHI Holdings GP, LLC, its General Partner, by Glenn F. Miller, Vice President 2017-01-05 /s/ TowerBrook Investors Ltd. by Neal Moszkowski, Director 2017-01-05 /s/ Neal Moszkowski 2017-01-05 /s/ Ramez Sousou 2017-01-05 /s/ Ascension Health Alliance by Anthony J. Speranzo, Executive Vice President & Chief Financial Officer 2017-01-05