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

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

R1 RCM INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

00438V103

(CUSIP Number)

Glenn Miller

c/o TowerBrook Capital Partners L.P.

Park Avenue Tower

65 East 55th Street, 27th Floor

New York, NY 10022

(212) 699-2200

Copy to:

Steven A. Cohen

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

(212) 403-1000

Joseph R. Impicciche

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)

February 23, 2018

(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. 00438V103

(1) Consists of 92,812,800 shares of Common Stock issuable upon conversion of 232,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The remaining 32,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 104,515,603 shares of Common Stock outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 shares of Common Stock (see Note 1).

  CUSIP No. 00438V103

(1) Consists of 92,812,800 shares of Common Stock issuable upon conversion of 232,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The remaining 32,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 104,515,603 shares of Common Stock outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 shares of Common Stock (see Note 1).

CUSIP No. 00438V103

(1) Consists of 92,812,800 shares of Common Stock issuable upon conversion of 232,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The remaining 32,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 104,515,603 shares of Common Stock outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 shares of Common Stock (see Note 1).

(3) TI IV ACHI Holdings GP, LLC disclaims beneficial ownership of 68,765,760 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

  CUSIP No. 00438V103

(1) Consists of 92,812,800 shares of Common Stock issuable upon conversion of 232,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The remaining 32,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 104,515,603 shares of Common Stock outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 shares of Common Stock (see Note 1).

(3) TI IV ACHI Holdings, LP disclaims beneficial ownership of 68,765,760 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

  CUSIP No. 00438V103

(1) Consists of 92,812,800 shares of Common Stock issuable upon conversion of 232,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The remaining 32,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 104,515,603 shares of Common Stock outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 shares of Common Stock (see Note 1).

(3) TowerBrook Investors Ltd. disclaims beneficial ownership of 68,765,760 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

  CUSIP No. 00438V103

(1) Consists of 92,812,800 shares of Common Stock issuable upon conversion of 232,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The remaining 32,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 104,515,603 shares of Common Stock outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 shares of Common Stock (see Note 1).

(3) Neal Moszkowski disclaims beneficial ownership of 68,765,760 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

  CUSIP No. 00438V103

(1) Consists of 92,812,800 shares of Common Stock issuable upon conversion of 232,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The remaining 32,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 104,515,603 shares of Common Stock outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 shares of Common Stock (see Note 1).

(3) Ramez Sousou disclaims beneficial ownership of 68,765,760 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

  CUSIP No. 00438V103

(1) Consists of 92,812,800 shares of Common Stock issuable upon conversion of 232,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016). The remaining 32,032 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.

(2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 104,515,603 shares of Common Stock outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 shares of Common Stock (see Note 1).

(3) Ascension Health Alliance disclaims beneficial ownership of 84,047,040 shares of Common Stock held directly by Series TB (as defined in Item 6 herein).

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) 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 (together, the “Reporting Persons”) with the Securities and Exchange Commission (the “Commission”) on February 16, 2016, as amended on July 11, 2016, September 9, 2016, April 3, 2017 and January 2, 2018 (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”), formerly known as Accretive Health, Inc. Initially capitalized terms used in this Amendment No. 5 that are not otherwise defined herein shall have the same meanings attributed to them in the Statement. Except as expressly provided herein, all Items of the Statement remain unchanged.

Item 4 is hereby amended and restated in its entirety as follows:

The information set forth in Item 6 of this Statement is hereby incorporated by reference in this Item 4.

Each Reporting Person may be deemed to have acquired beneficial ownership of the shares of Common Stock reported on this Statement on February 16, 2016, pursuant to the Purchase Agreement, and intends to hold such shares for investment purposes. Except as disclosed in this Item 4, none of the Reporting Persons, nor, to the best of any Reporting Person’s knowledge, any director, executive officer or controlling person of any Reporting Person has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.

Each Reporting Person intends to continuously review its investment in the Issuer, and may in the future determine (i) to acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by it or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. Notwithstanding anything contained herein, each Reporting Person specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each Reporting Person currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to such Reporting Person; developments with respect to the business of such Reporting Person; changes in law and government regulations; general economic conditions; and money and stock market.

Item 6 is hereby amended by the addition of the following immediately prior to the last paragraph thereof:

Subordinated Notes

On February 26, 2018, the Issuer announced that it had entered into an Agreement and Plan of Merger, dated February 23, 2018 (the “Agreement”), with Intermedix Holdings, Inc. (“Intermedix”), Project Links Parent, Inc. (“Parent”), a wholly-owned subsidiary of the Issuer, Project Links Merger Sub, Inc. (“Merger Sub”) and, solely in its capacity as Securityholder Representative, Thomas H. Lee Equity Fund VI, L.P., providing for the merger of Merger Sub with and into Intermedix (the “Merger”), with Intermedix surviving the Merger as a wholly-owned subsidiary of Parent. In connection and concurrently with the signing of the Agreement, the Issuer entered into a commitment letter (the “Subordinated Commitment Letter”), dated February 23, 2018, with the TowerBrook Funds and Ascension (collectively, the “Purchasers”), pursuant to which the Purchasers have agreed to purchase $110 million of unsecured, subordinated notes (the “Subordinated Notes”) of the Issuer (the “Subordinated Facility”). The commitments contemplated by the Subordinated Commitment Letter will terminate four months following the date of the Agreement (coinciding with the termination date with respect to the Agreement).

The Subordinated Commitment Letter contemplates that interest on the Subordinated Notes will accrue at 14.0% per annum, increasing by 1.0% per annum on the third anniversary of the closing date of the Merger and by an additional 1.0% per annum on each subsequent anniversary of the closing date of the Merger until the Subordinated Notes are repaid in full. Interest will be payable quarterly in cash; provided, however, that the Issuer may (i) on or prior to the first anniversary of the closing date of the Merger, elect to pay up to 75% of each quarterly interest payment in kind (with such payment being capitalized to principal on the last day of each applicable fiscal quarter) and pay the remaining balance of such quarterly interest payment in cash; (ii) following the first anniversary and prior to the second anniversary of the closing date of the Merger, elect to pay up to 50% of each quarterly interest payment in kind and pay the remaining balance in cash; and (iii) thereafter, elect to pay up to 25% of each quarterly interest payment in kind and pay the remaining balance in cash.

Additionally, the Subordinated Commitment Letter contemplates that the Issuer may voluntarily prepay the Subordinated Notes subject to the applicable prepayment premium (other than in connection with a change of control) as follows: (i) if such prepayment is made before the first anniversary of the closing date of the Merger, an amount equal to 3.0% of the principal amount of the Subordinated Notes so prepaid; (ii) if such prepayment is made on or after the first anniversary but prior to the second anniversary of the closing date of the Merger, an amount equal to 2.0% of the principal amount of the Subordinated Notes so prepaid; (iii) if such prepayment is made on or after the second anniversary but prior to the third anniversary of the closing date of the Merger, an amount equal to 1.0% of the principal amount of the Subordinated Notes so prepaid; and (iv) if such prepayment is made on or after the third anniversary of the closing date of the Merger, there is no prepayment premium. In the event a prepayment of the Subordinated Notes is made in connection with a change of control (either through the exercise of the repurchase right of the holders of the Subordinated Notes or through a voluntary prepayment), the prepayment premium shall be an amount equal to 1.0% of the principal amount of the Subordinated Notes so prepaid.

The definitive loan documentation for the Subordinated Notes will contain certain customary representations and warranties, affirmative and negative financial covenants, indemnity obligations and events of default consistent with the terms set forth in the Commitment Letter or as mutually and reasonably agreed. The Issuer will also pay certain customary fees as described in the definitive loan documentation for the Subordinated Notes.

The Subordinated Commitment Letter is filed as Exhibit 7.9 to this Statement and the foregoing summary of the Subordinated Commitment Letter is qualified in its entirety by reference to Exhibit 7.9.

In connection and concurrently with the signing of the Subordinated Commitment Letter, the Partnership and the Issuer entered into a side letter relating to the Investor Rights Agreement (the “Side Letter”). Pursuant to the Side Letter, the Partnership and the Issuer agreed that (i) the approval of the Partnership will not be required for any proposed incurrence of Indebtedness (as defined in the Investor Rights Agreement) that is approved by a majority of the Issuer’s board of directors present and voting, the proceeds of which will be used (in full or in part) to finance any prepayment or redemption (in full or in part) of the Subordinated Facility; (ii) any decisions relating to any prepayment or redemption (in full or in part) of the Subordinated Facility (other than any such prepayment or redemption that is required by the terms of the Subordinated Facility) will be submitted to the Issuer’s board of directors, with reasonable prior notice, and will not be subject to the additional approval process of Section 2.4(c) of the Investor Rights Agreement; and (iii) any decisions relating to paying an applicable interest payment in kind pursuant to the Subordinated Facility will be submitted to the Issuer’s board of directors, with reasonable prior notice, and will be subject to the additional approval process of Section 2.4(c) of the Investor Rights Agreement. The Side Letter is effective on, and subject to the occurrence of, extensions of credit under the Subordinated Facility on the closing date of the Merger.

The Side Letter is filed as Exhibit 7.10 to this Statement and the foregoing summary of the Side Letter is qualified in its entirety by reference to Exhibit 7.10.

The following documents are filed or incorporated by reference as exhibits to this Statement:

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.

[Signature Page to 13D Amendment]

[Signature Page to 13D Amendment]

Exhibit 7.9

EXECUTION VERSION

TowerBrook Investors IV (Onshore), L.P.
TowerBrook Investors IV (892), L.P.
TowerBrook Investors IV (OS), L.P.
TowerBrook Investors IV Executive Fund, L.P.
TowerBrook Investors IV Team Daybreak, L.P.
Ascension Health Alliance d/b/a Ascension

CONFIDENTIAL

February 23, 2018

R1 RCM, Inc.
401 North Michigan Ave

Suite 2700

Chicago, IL 60611
Attn: Christopher Ricaurte

Project Links
Commitment Letter

Ladies and Gentlemen:

R1 RCM, Inc. (the “Borrower or “you”) has advised TowerBrook Investors IV (Onshore), L.P., TowerBrook Investors IV (892), L.P., TowerBrook Investors IV (OS), L.P., TowerBrook Investors IV Executive Fund, L.P., and TowerBrook Investors IV Team Daybreak, L.P. (each, a “TowerBrook Party”) and Ascension Health Alliance d/b/a Ascension (“Ascension” and, together with the TowerBrook Parties, each, a “Commitment Party” and together, the “Commitment Parties,” “us” or “we”) that you intend to acquire (the “Acquisition”) all of the equity interests (the “Shares”) of Intermedix Holdings, Inc. (the “Target” and, together with its subsidiaries, the “Target Companies”) via merger and to consummate the other Transactions described in the transaction description attached hereto as Annex I (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description or the Terms of Subordinated Facility attached hereto as Annex II (the “Term Sheet”; this commitment letter, the Transaction Description, the Term Sheet and the Summary of Additional Conditions attached hereto as Annex III (the “Conditions Annex”), collectively, the “Commitment Letter”). The Borrower, the Target Companies and their respective subsidiaries are sometimes collectively referred to herein as the “Companies”.

1.                  Commitments.

In connection with the Transactions, (i) TowerBrook Investors IV (Onshore), L.P. is pleased to advise you of its commitment to provide 31.524% of the aggregate principal amount of the Subordinated Facility, (ii) TowerBrook Investors IV (892), L.P. is pleased to advise you of its commitment to provide 14.084% of the aggregate principal amount of the Subordinated Facility, (iii) TowerBrook Investors IV (OS), L.P. is pleased to advise you of its commitment to provide 8.060% of the aggregate principal amount of the Subordinated Facility, (iv) TowerBrook Investors IV Executive Fund, L.P. is pleased to advise you of its commitment to provide 0.740% of the aggregate principal amount of the Subordinated Facility, (v) TowerBrook Investors IV Team Daybreak, L.P. is pleased to advise you of its commitment to provide 0.592% of the aggregate principal amount of the Subordinated Facility, and (vi) Ascension is pleased to advise you of its commitment to provide 45.000% of the aggregate principal amount of the Subordinated Facility, in each case on a several and not joint basis and subject only to the terms and conditions expressly set forth in Section 3 of this Commitment Letter and in the Conditions Annex.

2.                  Fees and Indemnities.

(a)               You agree to pay to each Commitment Party, solely for its own account, a non-refundable fee equal to 2.00% of the aggregate principal amount of such Commitment Party’s commitment under the Subordinated Facility as of the date hereof (the “Underwriting Fee”). The Underwriting Fee will be due and payable on, and subject to the occurrence of, the Closing Date. You also agree, to the extent the Closing Date occurs, to reimburse the Commitment Parties for all reasonable and documented out-of-pocket fees and expenses (limited in the case of attorneys’ fees to the reasonable fees, disbursements and other charges of (i) two outside counsels to the Commitment Parties and, only to the extent necessary, (ii) one outside local counsel and/or special counsel to the Commitment Parties in each relevant jurisdiction) incurred in connection with the Subordinated Facility, the preparation of the definitive documentation therefor and the other transactions contemplated hereby. All such out-of-pocket fees and expenses shall be payable in U.S. dollars in immediately available funds free and clear of and without deduction for any and all present or future applicable taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (with appropriate gross-up for withholding taxes).

(b)               You also agree to indemnify and hold harmless each of the Commitment Parties and each of their affiliates, successors and assigns and their respective officers, directors, employees, agents, advisors and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (but limited in the case of attorneys’ fees to one outside counsel and/or special counsel to such Indemnified Parties taken as a whole and one local counsel in each relevant jurisdiction, and solely in the event of a conflict of interest, one additional counsel to each group of similarly situated Indemnified Parties) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any claim, investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) any aspect of the Transactions or any similar transaction and any of the other transactions contemplated thereby or (ii) the Subordinated Facility and any other financings, or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith, willful misconduct or a material breach of this Commitment Letter by such Indemnified Party or any of its Related Indemnified Parties (as defined below), or to the extent arising from any dispute solely among Indemnified Parties other than any claims arising out of any act or omission by you or your affiliates . In the case of any claim, litigation, investigation or proceeding (any of the foregoing, a “Proceeding”) to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such Proceeding is brought by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of the Transactions are consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you, the Target or your or their subsidiaries or affiliates or to your or their respective equity holders or creditors or any other person arising out of, related to or in connection with any aspect of the Transactions, except to the extent of direct (as opposed to special, indirect, consequential or punitive) damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith, willful misconduct or its material breach of this Commitment Letter. It is further agreed that you shall not have any liability for special, indirect, consequential or punitive damages; provided that the foregoing shall not limit your indemnification obligations under this paragraph. It is further agreed that the Commitment Parties shall only have liability to you (as opposed to any other person), and that the Commitment Parties shall be severally liable solely in respect of their respective commitments to the Subordinated Facility, on a several, and not joint, basis with any other Commitment Party. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, other than for direct, actual damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnified Party or any of its Related Indemnified Parties as determined by a final, non-appealable judgment by a court of competent jurisdiction. You shall not, without the prior written consent of an Indemnified Party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceeding against an Indemnified Party in respect of which indemnity could have been sought hereunder by such Indemnified Party unless (i) such settlement includes an unconditional release of such Indemnified Party from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to any admission. For the purposes hereof, “Related Indemnified Party” means (1) any controlling person or controlled affiliate of such Indemnified Party, (2) the respective directors, officers or employees of such Indemnified Party or any of its controlling persons or controlled affiliates and (3) the respective agents of such Indemnified Party or any of its controlling persons or controlled affiliates, in the case of this clause (3), acting on behalf of, or at the express instructions of, such Indemnified Person, controlling person or such controlled affiliate; provided that each reference to a controlling person, controlled affiliate, director, officer or employee in this sentence pertains to a controlling person, controlled affiliate, director, officer or employee involved in the negotiation of this Commitment Letter and the Subordinated Facility.

3.                  Conditions to Financing.

The commitments of the Commitment Parties in respect of the Subordinated Facility are subject solely to the satisfaction or waiver of each of the conditions precedent set forth in Annex III hereto and the negotiation, execution and delivery by Borrower and its subsidiaries that are party thereto of definitive documentation (which shall be negotiated in accordance with the Documentation Principles) with respect to the Subordinated Facility consistent with this Commitment Letter or otherwise reasonably satisfactory to the Commitment Parties and you (the “Credit Documentation”).

4.                  Confidentiality and Other Obligations.

This Commitment Letter and the contents hereof are confidential and may not be disclosed by you in whole or in part to any person or entity without our prior written consent except (i) on a confidential basis to your accountants, attorneys and other professional advisors in connection with the Transactions and the Target and its accountants, attorneys and other professional advisors, (ii) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process based on the reasonable advice of your legal counsel (in which case you agree to inform us promptly thereof), (iii) on a confidential basis to the board of directors, accountants, attorneys and other professional advisors of the Target in connection with their consideration of the Transactions, (iv) on a confidential basis to the commitment parties under the First Lien Facilities Commitment Letter who agree to be bound by this paragraph (or language substantially similar to this paragraph or as otherwise reasonably acceptable to you and each Commitment Party, including as may be agreed in any confidential information memorandum or other marketing material), and (v) after your acceptance thereof, (A) in filings that are required by law to be made by you in connection with the Transactions with the Securities and Exchange Commission and (B) with respect to the Term Sheet only and on a confidential basis, to ratings agencies for purposes of securing credit ratings; provided that it is understood that after your acceptance of this Commitment Letter, the aggregate fees payable hereunder may be disclosed in generic disclosure of aggregate sources and uses contained in any marketing materials relating to the Subordinated Facility; provided, further that the foregoing restrictions shall cease to apply in respect of the existence and contents of this Commitment Letter on the date that is two years following the date of this Commitment Letter.

The Commitment Parties shall use all confidential information provided to them by or on behalf of you hereunder solely for the purpose of providing the Subordinated Facility and otherwise in connection with the Transactions and shall treat confidentially all such information and this Commitment Letter and the contents hereof; provided, however, that nothing herein shall prevent the Commitment Parties from disclosing any such information or this Commitment Letter and the contents hereof (i) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the applicable Commitment Party agrees to inform you promptly thereof prior to such disclosure to the extent not prohibited by law, rule or regulation), (ii) upon the request or demand of any regulatory authority having jurisdiction over the Commitment Parties or any of their respective affiliates, or in connection with a routine audit, (iii) to the extent that such information becomes publicly available other than by reason of disclosure in violation of this agreement by the Commitment Parties, (iv) to the Commitment Parties’ respective affiliates, employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transactions and are informed of the confidential nature of such information, (v) to the extent that such information is received by the Commitment Parties from a third party that is not to the Commitment Parties’ knowledge subject to confidentiality obligations to you, (vi) to the extent that such information is independently developed by the Commitment Parties or (vii) to potential participants or assignees who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph or as otherwise reasonably acceptable to you and each Commitment Party, including as may be agreed in any confidential information memorandum or other marketing material). Each Commitment Party shall be responsible for compliance by its affiliates and any of their respective employees, directors, or officers with this paragraph. This paragraph shall terminate on the first anniversary of the date hereof.

You acknowledge that your and your affiliates’ rights and obligations under any other agreement with any of the Commitment Parties or any of their respective affiliates that currently or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties pursuant to this Commitment Letter, and none of such rights and obligations under such other agreements shall be affected by the Commitment Parties’ performance or lack of performance of services hereunder.

In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (i) the Subordinated Facility is an arm’s- length commercial transaction between you and your affiliates, on the one hand, and the Commitment Parties, on the other hand, (ii) the Commitment Parties have not provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate, (iii) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby, (iv) in connection with each transaction contemplated hereby and the process leading to such transaction, each of the Commitment Parties has been, is, and will be acting solely as a principal and has not been, is not, and will not be acting as an advisor, agent or fiduciary, for you or any of your affiliates, stockholders, creditors or employees or any other person or entity, (v) the Commitment Parties have not assumed and will not assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether any of the Commitment Parties has advised or is currently advising you or your affiliates on other matters) and the Commitment Parties have no obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth in this Commitment Letter and (vi) the Commitment Parties and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and those of your affiliates, and the Commitment Parties have no obligation to disclose any of such interests to you or your affiliates. To the fullest extent permitted by law, you hereby waive and release any claims that you may have against the Commitment Parties with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by this Commitment Letter.

5.                  Survival of Obligations.

The provisions of Sections 2(b), 4, 5 and 6 shall remain in full force and effect regardless of whether any Credit Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or any commitment or undertaking of the Commitment Parties hereunder, provided, that if the Closing Date occurs, your indemnification and expense reimbursement obligations hereunder shall be superseded by the corresponding provisions of the Credit Documentation to the extent covered thereby.

6.                  Miscellaneous.

This Commitment Letter may be executed in multiple counterparts and by different parties hereto in separate counterparts, all of which, taken together, shall constitute an original. Delivery of an executed counterpart of a signature page to this Commitment Letter by telecopier, facsimile or other electronic transmission (e.g., a “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart thereof. Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Commitment Letter.

This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York; provided, however, that whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to choice-of-laws or conflicts-of-laws provisions thereof. Each party hereto hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter, the Transactions and the other transactions contemplated hereby or the actions of the Commitment Parties in the negotiation, performance or enforcement hereof. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter, the Transactions and the other transactions contemplated hereby and irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in any such court. The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to you shall be effective service of process against you for any suit, action or proceeding relating to any such dispute. Each party hereto waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceedings brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon judgment.

This Commitment Letter embodies the entire agreement and understanding among the parties hereto and your affiliates with respect to the Subordinated Facility and supersedes all prior agreements and understandings relating to the subject matter hereof. No party has been authorized by the Commitment Parties to make any oral or written statements that are inconsistent with this Commitment Letter. This Commitment Letter (including the attachments hereto) may not be amended, and no term or provision hereof may be waived or modified, except by an instrument in writing signed by each of the parties hereto.

The Commitment Parties acknowledge that the Target has relied on this Commitment Letter and, accordingly, the Commitment Parties acknowledge that the Target is an express third party beneficiary hereof and is entitled to specifically enforce the obligations of each Commitment Party directly against such Commitment Party, subject to the satisfaction of each of the following conditions (the “Specific Performance Conditions”): (i) all conditions in Section 7.01 and Section 7.02 of the Acquisition Agreement (other than those conditions that by their nature are to be satisfied at the Closing (as defined in the Acquisition Agreement), but each of which is capable of being, and is reasonably expected to be satisfied at the Closing) have been satisfied or waived at the time when the Closing would have occurred in accordance with Section 2.02 of the Acquisition Agreement (after taking into account the Marketing Period (as defined in the Acquisition Agreement)), (ii) the financing contemplated pursuant to the Senior Debt Commitment Letter (as defined in the Acquisition Agreement) has been funded or will be funded at the Closing (assuming the funding of the Subordinated Facility at the Closing), and (iii) Target has irrevocably confirmed in writing to Parent (as defined in the Acquisition Agreement) that (A) all conditions in Sections 7.01 and 7.03 of the Acquisition Agreement have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but each of which is capable of being, and is reasonably expected to be, satisfied at the Closing) or Target is willing to irrevocably waive such open condition(s) and (B) if specific performance is granted and the Debt Financing (as defined in the Acquisition Agreement) is funded, Target stands ready, willing and able to consummate the Closing pursuant to Section 2.02 of the Acquisition Agreement. In connection therewith, subject to the satisfaction of each of the Specific Performance Conditions, the Target has the right to seek an injunction, or other appropriate form of specific performance or equitable relief, to cause each such Commitment Party to fund, directly or indirectly, its ratable share of the Subordinated Facility and to take any and all actions as may be necessary or appropriate to cause each such Commitment Party’s ratable share of the Subordinated Facility to be funded. The Commitment Parties further agree that the Target shall not be required to post a bond in connection with the obtaining of any such injunctive or other equitable relief sought hereunder. Notwithstanding the foregoing, no Commitment Party shall be required to fund its ratable share of the Subordinated Facility if any of the conditions set forth in Section 3 of this Commitment Letter or in the Conditions Annex have not been satisfied. Notwithstanding anything that may be expressed or implied in this Commitment Letter or any document or instrument delivered in connection herewith, or in respect of any oral representations made or alleged to be made in connection herewith or therewith, and notwithstanding the fact that any Commitment Party may be a partnership or limited liability company, by its acceptance of the benefits of this Commitment Letter, the Target acknowledges and agrees that no person other than the Commitment Parties has any obligations hereunder, and nothing in this Commitment Letter is intended, nor shall anything herein be construed, to confer upon any person any remedy, recourse or right of recovery (whether at law, in equity, in contract, in tort or otherwise) against, or contribution from, any Commitment Party Affiliate through any Commitment Party or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, by or through a claim or other action by or on behalf of any Commitment Party against any Commitment party or Commitment Party Affiliate, or otherwise. For purposes of this Commitment Letter, “Commitment Party Affiliate” means, as applied to a Commitment Party, any of the following (other than such Commitment Party): (a) any former, current or future general or limited partners, stockholders, holders of any equity, partnership or limited liability company interest, officers, members, managers, directors, employees, agents, attorneys, controlling persons, assignees or affiliates of such Commitment Party, and/or (b) any former, current or future general or limited partners, stockholders, holders of any equity, partnership or limited liability company interest, officers, members, managers, directors, employees, agents, attorneys, controlling persons, assignees or affiliates of any of the foregoing. For the avoidance of doubt, none of the Borrower, Parent (as defined in the Acquisition Agreement) or Merger Sub (as defined in the Acquisition Agreement) shall be a Commitment Party Affiliate.

This Commitment Letter may not be assigned by you without our prior written consent (and any purported assignment without such consent will be null and void. Subject to the immediately preceding paragraph, this Commitment Letter is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and the Indemnified Parties). Each Commitment Party may assign its commitment hereunder, in whole or in part, to any of its affiliates; provided that, unless otherwise agreed by you, such Commitment Party shall not be relieved, released or novated from its obligations hereunder in connection with any such assignment to an affiliate unless such affiliate shall have funded such assigned commitment on the Closing Date.

Please indicate your acceptance of the terms of the Subordinated Facility set forth in this Commitment Letter by returning to us an executed counterpart of this Commitment Letter not later than 11:59 p.m. (New York City time) on February 23, 2018, whereupon the undertakings of the parties with respect to the Subordinated Facility shall become effective to the extent and in the manner provided hereby. This offer shall terminate with respect to the Subordinated Facility if not so accepted by you at or prior to that time. Thereafter, all commitments and undertakings of the Commitment Parties hereunder will expire on the earliest of (a) 11:59 p.m. (New York City time) on June 23, 2018, (b) the closing of the Acquisition without the use of the Subordinated Facility, (c) the acceptance by the Target or any of its affiliates of an offer for all or any substantial part of their capital stock or property and assets other than as part of the Transactions, (d) the termination of the Acquisition Agreement or (e) your public announcement that you are abandoning the Acquisition; provided that the termination of any commitment pursuant to this sentence does not prejudice our or your rights and remedies in respect of any breach of this Commitment Letter.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Credit Documentation by the parties hereto in a manner consistent with this Commitment Letter, subject to the conditions set forth in Section 3 of this Commitment Letter and to the Conditions Annex.

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We are pleased to have the opportunity to work with you in connection with this important financing.

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[Project Links - Signature Page to Subordinated Debt Commitment Letter]

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Accepted and agreed to as of the date first above written:

R1 RCM Inc.

By: /s/ Joseph Flanagan                                

Name: Joseph Flanagan
Title: President and Chief Executive Officer

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Annex I

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TRANSACTION DESCRIPTION

Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the other Annexes to the Commitment Letter to which this Annex I is attached (the “Commitment Letter”) or in the Commitment Letter.

The Borrower intends to acquire (the “Acquisition”) all of the equity interests (the “Shares”) of Intermedix Holdings, Inc. (the “Target” and, together with its subsidiaries, the “Target Companies”). The date of consummation of the Acquisition and satisfaction (or waiver) of the other conditions precedent set forth in Section 3 of the Commitment Letter and in the Conditions Annex is referred to herein as the “Closing Date”. To effectuate the foregoing:

The transactions described above (including the payment of Transaction Costs) are collectively referred to herein as the “Transactions”.

Annex II

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TERMS OF SUBORDINATED FACILITY

Set forth below is a summary of the principal terms and conditions for the Subordinated Facility. Capitalized terms used but not defined in this Annex II shall have the meanings set forth in the letter to which this Annex II is attached or in Annex I or III attached thereto.

Annex III

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SUMMARY OF ADDITIONAL
CONDITIONS

Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the other Annexes to the Commitment Letter or in the Commitment Letter.

The extensions of credit under the Subordinated Facility on the Closing Date will be subject to the satisfaction or waiver of only (i) the condition described in the first paragraph of Section 3 of the Commitment Letter and (ii) the following additional conditions precedent:

Exhibit 7.10

EXECUTION VERSION

TCP-ASC ACHI Series LLLP

CONFIDENTIAL

February 23, 2018

R1 RCM, Inc.
401 North Michigan Ave

Suite 2700

Chicago, IL 60611
Attn: Christopher Ricaurte

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Side Letter

R1 RCM, Inc. (the “Company”) proposes to execute, concurrently with the execution and delivery of this Side Letter, a commitment letter (together with all annexes attached thereto, the “Commitment Letter”), by and among TowerBrook Investors IV (Onshore), L.P., TowerBrook Investors IV (892), L.P., TowerBrook Investors IV (OS), L.P., TowerBrook Investors IV Executive Fund, L.P., TowerBrook Investors IV Team Daybreak, L.P., Ascension Health Alliance d/b/a Ascension and the Company in connection with the Transactions.

Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Commitment Letter.

In connection with the delivery and execution of Commitment Letter, the Company and TCP-ASC ACHI Series LLLP (the “Investor”) agree that: (x) notwithstanding anything to the contrary in Section 2.4(a)(vi) of that certain Investor Rights Agreement, dated as of February 16, 2016, by and between the Company and Investor (as amended, restated or otherwise modified from time to time in accordance with its terms, the “IRA”), the approval of the Investor will not be required for any proposed incurrence of Indebtedness (as defined in the IRA) that is approved by a majority of the Company’s board of directors present and voting, the proceeds of which will be used (in full or in part) to finance any prepayment or redemption (in full or in part) of the Subordinated Facility; (y) any decisions relating to any prepayment or redemption (in full or in part) of the Subordinated Facility (other than any such prepayment or redemption that is required by the terms of the Subordinated Facility) will be submitted to the Company’s board of directors, with reasonable prior notice, and will not be subject to the additional approval process of Section 2.4(c) of the IRA; and (z) any decisions relating to paying an applicable interest payment in kind pursuant to the Subordinated Facility will be submitted to the Borrower’s board of directors, with reasonable prior notice, and will be subject to the additional approval process of Section 2.4(c) of the IRA.  

This Side Letter will be effective on, and subject to the occurrence of, extensions of credit under the Subordinated Facility on the Closing Date. If such effectiveness occurs, the Side Letter will terminate on the repayment in full of the Subordinated Facility (at maturity or otherwise).

The terms of this Side Letter will be governed in accordance with Section 11 of the IRA, which shall be incorporated herein by reference.

Each of the parties hereto agrees that this Side Letter is a binding and enforceable agreement with respect to the subject matter contained herein.

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IN WITNESS WHEREOF, the parties have executed this Side Letter as of the date first above written.

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