SC 13D/A

Number of

shares beneficially

owned by

each

reporting

person

with:

Sole voting power

0

Shared voting power

124,910,408

Sole dispositive power

0

Shared dispositive power

124,910,408

0001193125-24-173492.txt : 20240701 0001193125-24-173492.hdr.sgml : 20240701 20240701180525 ACCESSION NUMBER: 0001193125-24-173492 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240701 DATE AS OF CHANGE: 20240701 GROUP MEMBERS: COYCO 1, L.P. GROUP MEMBERS: COYCO 2, L.P. GROUP MEMBERS: COYCO GP, L.L.C. GROUP MEMBERS: NEW MOUNTAIN CAPITAL GROUP, L.P. GROUP MEMBERS: NEW MOUNTAIN CAPITAL, L.L.C. GROUP MEMBERS: NEW MOUNTAIN PARTNERS V (AIV-D), L.P. GROUP MEMBERS: NM HOLDINGS GP, L.L.C. GROUP MEMBERS: STEVEN B. KLINSKY 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: 241092170 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: New Mountain Investments V, L.L.C. CENTRAL INDEX KEY: 0001844960 ORGANIZATION NAME: IRS NUMBER: 815255828 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1633 BROADWAY STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 720-0300 MAIL ADDRESS: STREET 1: 1633 BROADWAY STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 d857163dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

R1 RCM Inc.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

77634L 105

(CUSIP Number)

New Mountain Capital, L.L.C.

1633 Broadway, 48th Floor

New York, New York 10019

(212) 720-0300

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

July 1, 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 77634L 105		Schedule 13D		Page 2 of 14


(1)		Names of reporting persons CoyCo 1, L.P.
(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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware

*	Based on 421,255,230 shares of common stock (the “Common Stock”) of R1 RCM Inc. (the “Issuer”) 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 on May 8, 2024 (the “Form 10-Q”).


CUSIP No. 77634L 105		Schedule 13D		Page 3 of 14


(1)		Names of reporting persons CoyCo 2, L.P.
(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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.


CUSIP No. 77634L 105		Schedule 13D		Page 4 of 14


(1)		Names of reporting persons CoyCo GP, L.L.C.
(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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.


CUSIP No. 77634L 105		Schedule 13D		Page 5 of 14


(1)		Names of reporting persons New Mountain Partners V (AIV-D), L.P.
(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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.


CUSIP No. 77634L 105		Schedule 13D		Page 6 of 14


(1)		Names of reporting persons New Mountain Investments V, L.L.C.
(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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.


CUSIP No. 77634L 105		Schedule 13D		Page 7 of 14


(1)		Names of reporting persons New Mountain Capital, L.L.C.
(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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.


CUSIP No. 77634L 105		Schedule 13D		Page 8 of 14


(1)		Names of reporting persons New Mountain Capital Group, L.P.
(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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.


CUSIP No. 77634L 105		Schedule 13D		Page 9 of 14


(1)		Names of reporting persons NM Holdings GP, L.L.C.
(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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.


CUSIP No. 77634L 105		Schedule 13D		Page 10 of 14


(1)		Names of reporting persons Steven B. Klinsky
(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 if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization United States of America

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.


CUSIP No. 77634L 105		Schedule 13D		Page 11 of 14

This Amendment No. 7 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 1, 2022, as amended on October 3, 2023, February 7, 2024, February 26, 2024, April 29, 2024, May 7, 2024 and June 14, 2024 (collectively, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, this “Statement”), with respect to the Common Stock. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is amended and restated in its entirety as follows:

The Reporting Persons and their affiliates intend to fund the transactions contemplated by the Updated Draft Proposal (described below) through proceeds of (i) debt financing from Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC and (ii) equity financing funded by the rollover of the Investors’ existing ownership interest in the Company and new cash equity to be provided or arranged by New Mountain Capital, L.L.C. and certain managed funds.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is amended and supplemented by adding the following:

In accordance with the terms of June 12 Waiver Request previously granted by the Issuer, representatives of New Mountain Capital, L.L.C. and TCP-ASC have engaged in discussions and mutual due diligence with respect to a potential joint acquisition of the shares of the Company not owned by such parties or their affiliates. These discussions have not resulted in any agreement to date, and New Mountain Capital, L.L.C. is no longer interested in pursuing a joint proposal with TCP-ASC.

New Mountain Capital, L.L.C. continues to believe that it is in the best interests of the Issuer, its customers and employees and the unaffiliated stockholders to accelerate a process whereby the board of directors of the Issuer can pursue a “take-private” transaction with affiliates of New Mountain Capital, L.L.C. (a “Potential Transaction”). Therefore, on July 1, 2024, the Investors submitted a new request to the Issuer for a waiver of the standstill restrictions contained in the Investor Rights Agreement in order to permit one or more affiliates of the Investors to make a proposal to acquire all of the outstanding shares of the Issuer’s Common Stock not owned by the Investors and requested a response from the Issuer by no later than 5:00 p.m. ET on July 3, 2024 (the “July 1 Waiver Request”). The July 1 Waiver Request attached an updated form of proposal which included, among other things, a proposed purchase price of $13.25 per share in cash (the “Updated Draft Proposal”). As described in the Updated Draft Proposal, New Mountain Capital, L.L.C. is open to having TowerBrook Capital Partners and Ascension Health participate in a Potential Transaction as equity co-investors.

The Reporting Persons and their affiliates are engaged in ongoing discussions and negotiations with existing stockholders. The Reporting Persons and their affiliates have not reached any agreement, arrangement or understanding with any person (other than Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC with respect to potential financing of a Potential Transaction) regarding a Potential Transaction. Accordingly, the Reporting Persons disclaim the formation of any group at this time.

No assurances can be given that a definitive agreement will be reached or that a Potential Transaction will be consummated. The Reporting Persons and their affiliates reserve the right to modify the Updated Draft Proposal at any time. Subject to the restrictions set forth in the Investor Rights Agreement, as modified by the January 26 Waiver Request, the February 26 Waiver Request, the June 12 Waiver Request and the July 1 Waiver Request, the Reporting Persons and their affiliates reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. Subject to the restrictions set forth in the Investor Rights Agreement, as modified by January 26 Waiver Request, the February 26 Waiver Request, the June 12 Waiver Request and the July 1 Waiver Request, if a Potential Transaction is not consummated, the Reporting Persons and their affiliates will continue to regularly review and assess their investment in the Issuer and, depending on market conditions and other factors, may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D.


CUSIP No. 77634L 105		Schedule 13D		Page 12 of 14

The foregoing descriptions of the July 1 Waiver Request and the Updated Draft Proposal do not purport to be complete and are subject to, and qualified in their entirety by, reference to the full text of the July 1 Waiver Request, which is attached hereto as Exhibit 8.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is amended and restated in its entirety as follows:

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Statement and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.

(a) and (b) The percentages in this Item 5 and in other provisions of this Statement relating to beneficial ownership of Common Stock are based on based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.

(e) Not applicable.

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is amended and supplemented by adding the following:


Exhibit Number		Description of Exhibit

8.		July 1 Waiver Request.


CUSIP No. 77634L 105		Schedule 13D		Page 13 of 14

Signatures

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

Dated: July 1, 2024


		CoyCo 1, L.P.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Vice President

		CoyCo 2, L.P.; By its General Partner CoyCo GP, L.L.C.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Vice President

		CoyCo GP, L.L.C.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Vice President

		New Mountain Partners V (AIV-D), L.P.; By its General Partner New Mountain Investments V, L.L.C.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Authorized Signatory

		New Mountain Investments V, L.L.C.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Authorized Signatory

		New Mountain Capital, L.L.C.; By its Managing Member New Mountain Capital Group, L.P.; By its General Partner NM Holdings GP, L.L.C.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Authorized Signatory

		New Mountain Capital Group, L.P.; By its General Partner NM Holdings GP, L.L.C.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Authorized Signatory


CUSIP No. 77634L 105		Schedule 13D		Page 14 of 14


		NM Holdings GP, L.L.C.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Authorized Signatory

Steven B. Klinsky

		/s/ Steven B. Klinsky

EX-99.8 2 d857163dex998.htm EX-99.8 EX-99.8

Exhibit 8

New Mountain Capital, L.L.C.

July 1, 2024

R1 RCM Inc.

434 W. Ascension Way, 6^th Floor

Murray, Utah 84123

Attn: General Counsel

Re: Waiver Request

Ladies and Gentlemen:

Reference is hereby made to (i) that certain Investor Rights Agreement, dated as of June 21, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Investor Rights Agreement”), by and among R1 RCM Inc., a Delaware corporation (the “Company”), CoyCo 1, L.P. a Delaware limited partnership (“CoyCo 1”), and CoyCo 2, L.P., a Delaware limited partnership (“CoyCo 2” and, together with CoyCo 1, the “Investors”), and solely for purposes of Section 4, Section 6 and Section 11 of the Investor Rights Agreement, New Mountain Partners V (AIV-D), L.P and (ii) our letters, dated January 26, 2024, February 26, 2024, and June 12, 2024. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Investor Rights Agreement.

As you are aware, in accordance with the terms of the waiver request previously granted by the Company, representatives of New Mountain Capital, L.L.C. (“New Mountain Capital”) and TCP-ASC ACHI Series LLLP (“TCP-ASC”) have engaged in discussions and mutual due diligence with respect to a potential joint acquisition of the shares of the Company not owned by such parties or their affiliates. These discussions have not resulted in any agreement to date, and New Mountain Capital is no longer interested in pursuing a joint proposal with TCP-ASC with respect to a potential transaction with the Company. New Mountain Capital continues to believe that it is in the best interests of the Company, its customers and employees and the unaffiliated stockholders to accelerate a process whereby the Board can pursue a potential transaction with New Mountain Capital, and the Investors hereby (i) submit a request that the Company waive each of the restrictions set forth in Section 6.1 of the Investor Rights Agreement to the extent they would prohibit the Investor Affiliates from making or pursuing such a proposal (including complying with any associated disclosure requirements resulting therefrom) and (ii) submit a revised form of proposal attached as Exhibit A hereto. As noted in the form of proposal, New Mountain Capital remains open to having TowerBrook Capital Partners and Ascension Health participate in a potential transaction as equity co-investors. The Investors request that the Company respond in writing with its decision regarding the foregoing request for a waiver by countersigning and returning this letter (which shall only constitute approval of such request) by no later than 5:00 p.m. ET on July 3, 2024. If the Company consents to the foregoing request, such consent shall extend to any subsequent proposals which may be made by the Investor Affiliates, unless and until the Company withdraws such consent in writing.

For the avoidance of doubt, this request, does not constitute a waiver of any provision of the Investor Rights Agreement except as expressly provided herein and each party to the Investor Rights Agreement expressly reserves all of its rights and remedies in respect of any breach thereof or other default thereunder. Section 11 of the Investor Rights Agreement shall apply to this letter, mutatis mutandis, as if expressly set out herein.

Sincerely,


COYCO 1, L.P.
By: COYCO GP, L.L.C., its general partner

By:		/s/ Matthew S. Holt
		Name: Matthew S. Holt
		Title: President

COYCO 2, L.P.
By: COYCO GP, L.L.C., its general partner

By:		/s/ Matthew S. Holt
		Name: Matthew S. Holt
		Title: President


ACKNOWLEDGED AND AGREED:

R1 RCM INC.

By:
		Name:
		Title:

[Waiver Letter]


Copies to:

Kirkland & Ellis LLP 300 North LaSalle
Chicago, Illinois 60654
Attention:		Richard W. Porter, P.C.
		Robert M. Hayward, P.C.
		Bradley C. Reed, P.C.
Email:		richard.porter@kirkland.com
		robert.hayward@kirkland.com
		bradley.reed@kirkland.com

Skadden, Arps, Slate, Meagher & Flom LLP 500 Boylston Street
Boston, Massachusetts 02116
Attention: Graham Robinson
		Laura Knoll
Email:		graham.robinson@skadden.com
		laura.knoll@skadden.com

Ropes & Gray LLP 1211 Avenue of the Americas
New York, New York 10036
Attention:		John Sorkin
		Andrew Silver
		Jackie Cohen
Email:		John.Sorkin@ropesgray.com
		Andrew.Silver@ropesgray.com
		Jackie.Cohen@ropesgray.com

Exhibit A

[See attached.]

STRICTLY CONFIDENTIAL

VIA EMAIL

[•], 2024

Members of the Special Committee of the Board of Directors

R1 RCM Inc.

434 W. Ascension Way, 6th Floor

Murray, Utah 84123

Attn: General Counsel

Dear Members of the Special Committee:

New Mountain Capital L.L.C. (“New Mountain”), on behalf of certain managed funds (collectively, the “New Mountain Funds”) is pleased to submit this non-binding proposal to acquire all of the outstanding shares of common stock of R1 RCM Inc., a Delaware corporation (the “Company”), that are not currently owned by CoyCo 1, L.P. a Delaware limited partnership (“CoyCo 1”), and CoyCo 2, L.P., a Delaware limited partnership (“CoyCo 2” and, together with CoyCo 1, the “Investors”) or their respective affiliates for cash consideration of $13.25 per share (our “Proposal”). As you know, the Investors are among the largest stockholders of the Company, collectively owning approximately 32% of the Company’s outstanding common stock.

We believe that our Proposal provides compelling value and immediate liquidity to the Company’s public stockholders. Specifically, $13.25 per share represents a significant premium of 30.3% to the closing price per share of $10.17 on January 25, 2024, the day prior to our initial request for a waiver of certain provisions of our Investor Rights Agreement, and a premium of 31.6% to the 30-day volume-weighted average price per share of $10.07 as of such date. As of February 23, 2024, the last trading day prior to our amended request for a waiver, $13.25 per share represented a more than 29.1% premium to the 30-day volume-weighted average price of $10.26.

We have completed our business due diligence and are prepared to move forward with completing definitive documentation and signing a transaction by July 12, 2024. The $13.25 per share price proposed herein reflects the completion of diligence and takes into account events that have occurred subsequent to our initial waiver request on January 26, 2024.

In addition to delivering significant and certain value to the Company’s existing stockholders, we believe that consummation of our proposed transaction will allow the Company to better focus on serving its customers and executing its long-term business plan without the distractions that come with operating as a public company. In a private context, with additional investment and value-added support from the New Mountain Funds, the Company would be able to efficiently execute on its objectives and deliver additional benefit to clients and employee stakeholders.

Our Proposal assumes a recapitalization of the Company’s indebtedness with new third-party debt financing from Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. We have received commitment letters and can share them with you at your request. The equity financing to support the Proposal would be funded by the rollover of the Investors’ existing 32% common stock ownership interest in the Company and new cash equity to be provided or arranged by the New Mountain Funds.

Prior to signing any definitive documentation, as part of customary pre-signing discussions with customers, we would expect to discuss with the Company’s current customer stockholders (Ascension Health, Intermountain, LifePoint Health, Providence and Sutter) their interest in maintaining or increasing their equity investment in the Company through new investment or through a rollover of all or a portion of their current common stock positions. In addition to current customer stockholders, we would also welcome having TowerBrook Capital Partners participate as a co-investor in the transaction. In order to provide certainty to the Company, our Proposal is not contingent on any current direct or indirect stockholders participating or rolling their existing ownership interest in the Company into the transaction.

This Proposal has been approved by New Mountain’s investment committee. We have completed our business due diligence and, based on our existing knowledge of the Company and our willingness to commit the time and resources necessary to complete the transaction, we are confident that with appropriate engagement by the Company and its advisors, we can expeditiously sign definitive documentation. Our Proposal remains subject to the negotiation and execution of mutually acceptable definitive agreements, and our counsel will share a draft merger agreement with the Special Committee’s advisors later today.

As required by their role as stewards of this process, we expect that the Special Committee will consider our Proposal promptly and make a recommendation to the full Board of Directors for their consideration in accordance with their fiduciary duties. The consummation of the transactions contemplated by our Proposal will be conditioned upon approval by both the Special Committee and the Board of Directors. Given our existing stake in and history with the Company, we are in a position to complete the transaction quickly. If and when approved by the Special Committee, we would also like to discuss with members of management whether they would have any interest in rolling over a portion of their equity in the transaction.

This Proposal is a non-binding expression of interest only, does not constitute an offer subject to binding acceptance, and is subject to execution of mutually acceptable definitive transaction documentation. We reserve the right to withdraw or modify our Proposal at any time. No legal obligation with respect to the Proposal or any other transaction shall arise unless and until we have executed definitive transaction documentation with the Company.

We have engaged Ropes & Gray LLP, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC to advise us on this transaction.

We would appreciate the opportunity to discuss our Proposal with the Special Committee and its advisors as soon as possible. We and our advisors look forward to working with the Special Committee and the Board of Directors and their advisors to negotiate and consummate a mutually acceptable transaction. We are available at your convenience to discuss any aspects of our Proposal.


Sincerely,

New Mountain Capital L.L.C.

By:
Name:		Matthew S. Holt
Title:		Managing Director & President, Private Equity