0001104659-24-067819.txt : 20240603 0001104659-24-067819.hdr.sgml : 20240603 20240603164014 ACCESSION NUMBER: 0001104659-24-067819 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240603 DATE AS OF CHANGE: 20240603 GROUP MEMBERS: ASCENSION HEALTH ALLIANCE GROUP MEMBERS: JONATHAN BILZIN GROUP MEMBERS: KARIM SADDI GROUP MEMBERS: NEAL MOSZKOWSKI GROUP MEMBERS: RAMEZ SOUSOU GROUP MEMBERS: TCP-ASC GP, LLC GROUP MEMBERS: TI IV ACHI HOLDINGS GP, LLC GROUP MEMBERS: TI IV ACHI HOLDINGS, LP GROUP MEMBERS: TOWERBROOK INVESTORS LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: R1 RCM Inc. /DE CENTRAL INDEX KEY: 0001910851 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 874340782 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93697 FILM NUMBER: 241014319 BUSINESS ADDRESS: STREET 1: 434 W. ASCENSION WAY, 6TH FLOOR CITY: MURRAY STATE: UT ZIP: 84123 BUSINESS PHONE: (312) 324-7820 MAIL ADDRESS: STREET 1: 434 W. ASCENSION WAY, 6TH FLOOR CITY: MURRAY STATE: UT ZIP: 84123 FORMER COMPANY: FORMER CONFORMED NAME: PROJECT ROADRUNNER PARENT INC. DATE OF NAME CHANGE: 20220211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCP-ASC ACHI Series LLLP CENTRAL INDEX KEY: 0001663108 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 tm2416187d1_sc13da.htm SC 13D/A

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

R1 RCM INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

77634L 105

(CUSIP Number)

 

Glenn Miller

c/o TowerBrook Capital Partners L.P.

Park Avenue Tower

65 East 55th Street, 19th Floor

New York, NY 10022

(212) 699-2200

 

Copy to:

Steven A. Cohen

Victor Goldfeld

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

(212) 403-1000

 

Christine McCoy

c/o Ascension Health Alliance

101 S. Hanley Road, Suite 450

St. Louis, MO 63105

(314) 733-8000

 

Copy to:

Stephen A. Infante

Covington & Burling LLP

620 Eighth Avenue

New York, NY 10018

(212) 841-1000

 

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

 

June 2, 2024

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

 

CUSIP No. 77634L 105

 

1. NAMES OF REPORTING PERSONS

TCP-ASC ACHI Series LLLP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7. SOLE VOTING POWER
 
0
8. SHARED VOTING POWER
 
164,754,055 (1)
9. SOLE DISPOSITIVE POWER
 
0
10.

SHARED DISPOSITIVE POWER

 

164,754,055 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock:  164,754,055 (1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)     ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock:  35.7% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

PN

 

(1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2024 and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

 

 

 

CUSIP No. 77634L 105
1. NAMES OF REPORTING PERSONS

TCP-ASC GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
164,754,055 (1)
  9. SOLE DISPOSITIVE POWER
 
0
  10. SHARED DISPOSITIVE POWER
 
164,754,055 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock:  164,754,055 (1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)     ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock:  35.7% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

OO

 

(1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024 and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

 

 

 

CUSIP No. 77634L 105
1. NAMES OF REPORTING PERSONS

TI IV ACHI Holdings GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
164,754,055 (1)
  9. SOLE DISPOSITIVE POWER
 
0
  10. SHARED DISPOSITIVE POWER
 
164,754,055 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock:  164,754,055 (1) (3)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)     ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock:  35.7% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

OO

 

(1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024 and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

(3) TI IV ACHI Holdings GP, LLC disclaims beneficial ownership of 75,889,325 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

 

 

 

CUSIP No. 77634L 105
1. NAMES OF REPORTING PERSONS

TI IV ACHI Holdings, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
164,754,055 (1)
  9. SOLE DISPOSITIVE POWER
 
0
  10. SHARED DISPOSITIVE POWER
 
164,754,055 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock:  164,754,055 (1) (3)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)     ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock:  35.7% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

PN

 

(1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

(3) TI IV ACHI Holdings, LP disclaims beneficial ownership of 75,889,325 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

 

 

 

CUSIP No. 77634L 105
1. NAMES OF REPORTING PERSONS

TowerBrook Investors Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
164,754,055  (1)
  9. SOLE DISPOSITIVE POWER
 
0
  10. SHARED DISPOSITIVE POWER
 
164,754,055 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock:  164,754,055 (1) (3)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)     ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock:  35.7% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

OO

 

(1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

(3) TowerBrook Investors Ltd. disclaims beneficial ownership of 75,889,325 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

 

 

 

CUSIP No. 77634L 105
1. NAMES OF REPORTING PERSONS

Neal Moszkowski
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
164,754,055 (1)
  9. SOLE DISPOSITIVE POWER
 
0
  10. SHARED DISPOSITIVE POWER
 
164,754,055 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock:  164,754,055 (1) (3)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)     ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock:  35.7% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

IN

 

(1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

(3) Neal Moszkowski disclaims beneficial ownership of 75,889,325 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

 

 

 

CUSIP No. 77634L 105
1. NAMES OF REPORTING PERSONS

Jonathan Bilzin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S.A.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
164,754,055 (1)
  9. SOLE DISPOSITIVE POWER
 
0
  10. SHARED DISPOSITIVE POWER
 
164,754,055 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock:  164,754,055 (1) (3)
12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)     ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Common Stock:  35.7% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

IN

 

(1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

(3) Jonathan Bilzin disclaims beneficial ownership of 75,889,325 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

 

 

 

CUSIP No. 77634L 105
1. NAMES OF REPORTING PERSONS

Karim Saddi
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
France

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7. SOLE VOTING POWER
 
 0
  8. SHARED VOTING POWER
 
164,754,055 (1)
  9.

SOLE DISPOSITIVE POWER

 

0

  10.

SHARED DISPOSITIVE POWER

 

164,754,055 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock:  164,754,055 (1) (3)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)     ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 Common Stock:  35.7% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

IN

 

(1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

(3) Karim Saddi disclaims beneficial ownership of 75,889,325 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

 

 

 

CUSIP No. 77634L 105
1. NAMES OF REPORTING PERSONS

ASCENSION HEALTH ALLIANCE
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  x
(b)  ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
Missouri

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7. SOLE VOTING POWER
 
 0
  8. SHARED VOTING POWER
 
164,754,055 (1)
  9.

SOLE DISPOSITIVE POWER

 

0

  10.

SHARED DISPOSITIVE POWER

 

164,754,055 (1)

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Common Stock:  164,754,055 (1) (3)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)     ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 Common Stock:  35.7% (1) (2)
14. TYPE OF REPORTING PERSON (see instructions)

CO

 

(1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

(3) Ascension Health Alliance disclaims beneficial ownership of 88,864,730 shares of Common Stock held directly by Series TB (as defined in Item 6 herein).

 

 

 

CUSIP No. 77634L 105
1. NAMES OF REPORTING PERSONS

Ramez Sousou
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)  ¨
(b)  ¨
3. SEC USE ONLY
 
4. SOURCE OF FUNDS (see instructions)
 OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
6. CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.K.

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7. SOLE VOTING POWER
 
0
  8. SHARED VOTING POWER
 
0
  9. SOLE DISPOSITIVE POWER
 
0
  10. SHARED DISPOSITIVE POWER
 
0

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)     ¨
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0
14. TYPE OF REPORTING PERSON (see instructions)

IN

 

 

 

This Amendment No. 6 to Schedule 13D (this “Amendment No. 4”) amends and supplements the statement on Schedule 13D jointly filed by TCP-ASC ACHI Series LLLP (the “Partnership”), TCP-ASC GP, LLC, TI IV ACHI Holdings GP, LLC, TI IV ACHI Holdings, LP, TowerBrook Investors Ltd., Neal Moszkowski, Ramez Sousou and Ascension Health Alliance d/b/a Ascension with the Securities Exchange Commission (the “Commission”) on June 21, 2022, as amended on September 13, 2022, October 3, 2023, February 6, 2024, March 11, 2024 and May 7, 2024 (as it may be amended from time to time, this “Statement”), relating to the common stock, $0.01 par value per share (the “Common Stock”), of R1 RCM Inc. (the “Issuer”). It reflects the withdrawal of Ramez Sousou as a Reporting Person and the addition of Messrs. Jonathan Bilzin and Karim Saddi as new Reporting Persons. Initially capitalized terms used in this Amendment No. 6 that are not otherwise defined herein shall have the same meanings attributed to them in the Schedule 13D. Except as expressly provided herein, all Items of the Schedule 13D remain unchanged.

 

ITEM 2. Identity and Background.

 

The eighth and ninth paragraphs of Item 2 of the Schedule 13D are hereby amended and restated in their entirety as follows:

 

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. Its principal business address is 65 East 55th Street, 19th Floor, New York, New York 10022.

 

Neal Moszkowski is a citizen of the United States. His principal occupation relates to his position with the TowerBrook Entities and affiliated funds and investment vehicles. His principal business address is 65 East 55th Street, 19th Floor, New York, New York 10022.

 

The following paragraphs are hereby added after the ninth paragraph of Item 2 of the Schedule 13D:

 

As of June 2, 2024 (i) as a result of certain investment-related approval rights, Neal Moszkowski, Jonathan Bilzin and Karim Saddi may each be deemed to have voting and investment control over securities beneficially owned by TowerBrook Entities and (ii) Ramez Sousou no longer constitutes a Reporting Person.

 

Jonathan Bilzin is a citizen of the United States. His principal occupation relates to his position with the TowerBrook Entities and affiliated funds and investment vehicles. His principal business address is 65 East 55th Street, 19th Floor, New York, New York 10022.

 

Karim Saddi is a citizen of France. His principal occupation relates to his position with the TowerBrook Entities and affiliated funds and investment vehicles. His principal business address is 1 St. James’s Market, Carlton Street, London SW1Y 4AH, United Kingdom.

 

 

 

ITEM 5. Interest in Securities of the Issuer.

 

Section (b) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(b)Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed to have shared voting, disposition and investment power with respect to the 164,754,055 shares of Common Stock, including 40,464,855 shares of Common Stock that may be issued upon the exercise of the Warrant. Each of TI IV ACHI Holdings GP, LLC, TCP-ASC ACHI Holdings, LP, TowerBrook Investors Ltd., Neal Moszkowski, Jonathan Bilzin and Karim Saddi disclaims beneficial ownership of 75,889,325 shares of Common Stock held directly by Series AS (as defined in Item 6 herein). Ascension disclaims beneficial ownership of 88,864,730 shares of Common Stock held directly by Series TB (as defined in Item 6 herein).

 

ITEM 7. Material to be Filed as Exhibits.

 

The following document hereby supersedes and replaces the previous document filed as Exhibit 7.2:

 

Exhibit
Number		   Description of Exhibit
     
Exhibit 7.2   Joint Filing Agreement, dated June 3, 2024.

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  Date: June 3, 2024
   
  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
   
   
  TCP-ASC GP, LLC
   
  By: /s/ Glenn F. Miller
  Name: Glenn F. Miller
  Title: Vice President
   
   
  TI IV ACHI Holdings GP, LLC
   
  By: /s/ Glenn F. Miller
  Name: Glenn F. Miller
  Title: Vice President

 

[Signature Page to 13D Amendment]

 

 

 

  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
   
   
  TOWERBROOK INVESTORS LTD.
   
  By: /s/ Neal Moszkowski
  Name: Neal Moszkowski
  Title: Director
   
   
  NEAL MOSZKOWSKI
   
/s/ Neal Moszkowski
  Neal Moszkowski
   
   
  RAMEZ SOUSOU
   
  /s/ Ramez Sousou
  Ramez Sousou
   
   
  JONATHAN BILZIN
   
  /s/ Jonathan Bilzin
 

Jonathan Bilzin

   
   
  KARIM SADDI
   
  /s/ Karim Saddi
  Karim Saddi

 

[Signature Page to 13D Amendment]

 

 

 

  ASCENSION HEALTH ALLIANCE
   
  By: /s/ Christine McCoy
  Name: Christine McCoy
  Title: Executive Vice President & General Counsel

 

[Signature Page to 13D Amendment]

 

 

 

SCHEDULE A

 

DIRECTORS AND OFFICERS OF TCP-ASC ACHI SERIES LLLP, TCP-ASC GP, LLC,

TI IV ACHI HOLDINGS GP, LLC, TI IV ACHI HOLDINGS, LP AND ASCENSION

HEALTH ALLIANCE

 

Set forth below is the name, primary business address, present occupation or employment and citizenship of each director and executive officer of the Partnership, the Partnership GP, the Aggregator, the Aggregator GP and Ascension.

 

The business address of each director and executive officer of the Partnership, the Partnership GP, the Aggregator, and TowerBrook is c/o TowerBrook Capital Partners L.P., Park Avenue Tower, 65 East 55th Street, 19th Floor, New York, New York 10022. The business address of each executive officer of Ascension Health Alliance is 101 S. Hanley Road, Suite 450, Saint Louis, Missouri 63105.

 

All executive officers and directors of the Reporting Persons are United States citizens except as otherwise noted below.

 

DIRECTORS OF THE PARTNERSHIP

 

Name   Principal Occupation or Employment
Evan Goldman   Managing Director, TowerBrook Capital Partners L.P.
Jennifer Glassman   CFO and Managing Director, TowerBrook Capital Partners L.P.
Glenn Miller   Managing Director and Co-Global General Counsel, TowerBrook Capital Partners L.P.
Joseph Impicciche   Chief Executive Officer, Ascension
Anthony Speranzo  

President and Chief Executive Officer, Ascension Capital, LLC

 

EXECUTIVE OFFICERS OF THE PARTNERSHIP

 

Name   Principal Occupation or Employment
Evan Goldman   Managing Director, TowerBrook Capital Partners L.P.
Jennifer Glassman   CFO and Managing Director, TowerBrook Capital Partners L.P.
Glenn Miller   Managing Director and Co-Global General Counsel, TowerBrook Capital Partners L.P.
Joseph Impicciche   Chief Executive Officer, Ascension

 

EXECUTIVE OFFICERS OF PARTNERSHIP GP

 

Name   Principal Occupation or Employment
Evan Goldman   Managing Director, TowerBrook Capital Partners L.P.
Jennifer Glassman   CFO and Managing Director, TowerBrook Capital Partners L.P.
Glenn Miller   Managing Director and Co-Global General Counsel, TowerBrook Capital Partners L.P.
Joseph R. Impicciche   Chief Executive Officer, Ascension

 

 

 

EXECUTIVE OFFICERS OF THE AGGREGATOR GP

 

Name   Principal Occupation or Employment
Filippo Cardini   COO and Managing Director, TowerBrook Capital Partners L.P.
Matthew Gerber   Managing Director and Co-Global General Counsel, TowerBrook Capital Partners L.P.
Glenn Miller   Managing Director and Co-Global General Counsel, TowerBrook Capital Partners L.P.
Abrielle Rosenthal   Managing Director and Chief Compliance Officer, TowerBrook Capital Partners L.P.
Jennifer Glassman   CFO and Managing Director, TowerBrook Capital Partners L.P.

 

DIRECTORS OF TOWERBROOK

 

Name   Principal Occupation or Employment
Neal Moszkowski   Co-Founder, TowerBrook Capital Partners L.P.
Ramez Sousou (1)   Co-Founder, TowerBrook Capital Partners L.P.

 

DIRECTORS OF ASCENSION

 

Name   Principal Occupation or Employment

Joseph Impicciche

Benny LaRussa, Jr.

  

Chief Executive Officer, Ascension

Founder and Chief Executive Officer of Sterling Capital Management; Board Chair of the Joseph S. Bruno Charitable Foundation

Kristi Savacool   Former Chief Executive Officer at Private Health Management and Aon Hewitt; served in several executive positions at The Boeing Company
Michael Zychinski   Former Chief Ethics & Compliance Officer at Deloitte
Sheila Burke   Strategic Advisor and Chair of the Government Relations and Public Policy Group at Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, Washington, D.C.; Faculty Research Fellow and Adjunct Lecturer, John F. Kennedy School of Government at Harvard University, Cambridge, Massachusetts
Naveen Agarwal   Managing Partner at NavDots, a business consulting and services firm; former Chief Customer Officer at Prudential Financial, where he led global digital technology, customer experience, data sciences and marketing
Stephen Dufilho   Served as Principal at Goldsmith, Fillis & Dufilho Capital Partners, LLC, San Antonio, Texas; Former Chairman and Chief Executive Officer of The Trust Co;  Former Chairman and CEO of BBVA Compass Bank in San Antonio
Eve Higginbotham   Vice Dean for Inclusion and Diversity of the Perelman School of Medicine at the University of Pennsylvania; Senior Fellow at the Leonard Davis Institute for Health Economics; Professor of Ophthalmology at the University of Pennsylvania; Elected member of the National Academy of Medicine Council
W. Stancil Starnes   6th Congressional District Member of the University of Alabama System Board of Trustees; Former Chief Executive Officer of ProAssurance Corporation

 

 

 

EXECUTIVE OFFICERS OF ASCENSION

 

Name   Principal Occupation or Employment
Eduardo Conrado   President
Joseph R. Impicciche   Chief Executive Officer
Sally Deitch   Executive Vice President, Nursing and Operations Infrastructure
Eric S. Engler   Executive Vice President and Chief of Staff
Richard Fogel   Executive Vice President and Chief Clinical Officer

Elizabeth Foshage

Saurabh Tripathi

  

Executive Vice President and Chief Financial Officer

Executive Vice President and Chief Financial Officer

Christine Kocot McCoy   Executive Vice President and General Counsel

Peter M. Leibold

Amber Sims

Herbert J. Vallier

Tom VanOsdol

  

Executive Vice President and Chief Advocacy Officer

Executive Vice President and Chief Strategy and Growth Officer

Executive Vice President and Chief Human Resources Officer

Executive Vice President and Chief Mission Integration Officer

 

 

 

 EX-7.2 2 tm2416187d1_ex7-2.htm EXHIBIT 7.2

Exhibit 7.2

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share of R1 RCM, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement (this “Agreement”) be included as an exhibit to such joint filing.

 

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completion and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the other.

 

IN WITNESS THEREOF, each of the undersigned, being duly authorized, hereby executes this Agreement this 3rd day of June, 2024.

 

  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
   
   
  TCP-ASC GP, LLC
   
  By: /s/ Glenn F. Miller
  Name: Glenn F. Miller
  Title: Vice President
   
   
  TI IV ACHI Holdings GP, LLC
   
  By: /s/ Glenn F. Miller
  Name: Glenn F. Miller
  Title: Vice President

 

 

 

  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
   
   
  TOWERBROOK INVESTORS LTD.
   
  By: /s/ Neal Moszkowski
  Name: Neal Moszkowski
  Title: Director
   
   
  NEAL MOSZKOWSKI
   
/s/ Neal Moszkowski
  Neal Moszkowski
   
   
  JONATHAN BILZIN
   
  /s/ Jonathan Bilzin
 

Jonathan Bilzin

   
   
  KARIM SADDI
   
  /s/ Karim Saddi
  Karim Saddi
   
   
  ASCENSION HEALTH ALLIANCE
   
  By: /s/ Christine McCoy
  Name: Christine McCoy
  Title: Executive Vice President & General Counsel