As filed with the Securities and Exchange Commission on April 19, 2022.
No. 333-264188
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to the
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROJECT ROADRUNNER PARENT INC.
Delaware | 02-0698101 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
434 W. Ascension Way
6th Floor
Murray, Utah, 84123
(312) 324-7820
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
M. Sean Radcliffe
434 W. Ascension Way
6th Floor
Murray, Utah, 84123
(312) 324-7820
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Robert M. Hayward, P.C. Bradley C. Reed, P.C. Alexander M. Schwartz Kirkland & Ellis LLP 300 North LaSalle Chicago, IL 60654 (312) 862-2000 |
Alison A. Haggerty Richard A. Kline Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 (650) 328-4600 |
Rachel D. Phillips Andrew P. Silver John E. Sorkin Ropes & Gray LLP 1211 Avenue of the Americas New York, NY 10036-8704 (212) 596-9394 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions to the closing of the Transactions described herein.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company: in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ | |||
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
☐ |
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 is being filed solely to file Exhibit 8.1 to this registration statement on Form S-4 (File No. 333-264188), and to accordingly update the Exhibit Index. No changes or additions are being made hereby to the proxy statement/prospectus constituting Part I of the registration statement. Accordingly, the proxy statement/prospectus has not been included herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
The following subparagraphs briefly describe indemnification provisions for directors, officers and controlling persons of the registrant against liability, including liability under the Securities Act of 1933, as amended.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The registrant has directors and officers liability insurance covering certain liabilities incurred by the directors and officers of the registrant in connection with the performance of their respective duties.
Delaware Corporations
Under Section 145 of the General Corporation Law of Delaware, a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents in connection with actions, suits or proceedings brought against them by a third party (other than an action by or in the right of the corporation), by reason of the fact that they were or are such directors, officers, employees or agents, against expenses incurred in any action, suit or proceeding. Each of the Certificates of Incorporation of R1 RCM Inc. and R1 RCM Holdco Inc. allows for indemnification of directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware.
Section 102(b)(7) of the General Corporation Law of the State of Delaware provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the directors duty of loyalty to the company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. The Certificates of Incorporation of R1 RCM Inc. and R1 RCM Holdco Inc. contain such a provision.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits. The following documents are filed as exhibits hereto unless otherwise indicated:
23.4 | Consent of Centerview Partners LLC** | |||||||||||||||||
23.5 | Consent of Kirkland & Ellis LLP (included in the opinion filed as Exhibit 8.1)* | |||||||||||||||||
24.1 | Powers of Attorney** | |||||||||||||||||
107 | Filing Fee Table** |
* | Indicates filed herewith. |
** | Indicates previously filed. |
Item 22. | Undertakings |
(a) | The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
(b) | The registrant undertakes that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(d) | The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Murray, State of Utah, on April 19, 2022.
Project Roadrunner Parent Inc.
By: | /s/ Rachel Wilson | |
Name: | Rachel Wilson | |
Title: | Chief Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 19, 2022:
Signature |
Title | |
* Joseph Flanagan |
President, Chief Executive Officer, and Director (Principal Executive Officer) | |
/s/ Rachel Wilson Rachel Wilson |
Chief Financial Officer and Treasurer (Principal Financial Officer) | |
* Richard B. Evans, Jr. |
Corporate Controller (Principal Accounting Officer) | |
* Agnes Bundy Scanlan |
Director | |
* David M. Dill |
Director | |
* Michael C. Feiner |
Director | |
* John B. Henneman III |
Lead Director |
* Neal Moszkowski |
Director |
* Ian Sacks |
Director | |
* Jill Smith |
Director | |
* Anthony J. Speranzo |
Chair of the Board | |
* Anthony R. Tersigni |
Director | |
* Albert R. Zimmerli |
Director |
* The undersigned, by signing her name hereto, signs and executes this Amendment to the Registration Statement pursuant to the Powers of Attorney executed by the above named signatures and previously filed with the Securities and Exchange Commission on April 7, 2022. |
/s/ Rachel Wilson |
Rachel Wilson |
Attorney-in-Fact |
Exhibit 8.1
300 North LaSalle Chicago, Illinois 60654 |
||||
(312) 862-2000 | Facsimile: (312) 862-2000 | |||
www.kirkland.com |
April 19, 2022
R1 RCM Inc.
Project Roadrunner Parent Inc.
434 W. Ascension Way, 6th Floor
Murray, Utah 84123
Ladies and Gentlemen:
We are United States tax counsel to R1 RCM Inc., a Delaware corporation (R1), and Project Roadrunner Parent Inc., a Delaware corporation (New R1), in connection with the preparation of the registration statement on Form S-4 (as amended, and together with the Proxy Statement/Prospectus filed therewith, the Registration Statement) (Registration No. 333-264188) originally filed with the Securities and Exchange Commission (the Commission) on April 7, 2022, under the Securities Act of 1933, as amended (the Securities Act). The Registration Statement relates to the registration of shares of common stock of New R1.
The Registration Statement is being filed in connection with the transactions contemplated by that certain Transaction Agreement and Plan of Merger, dated as of January 9, 2022 (the Transaction Agreement), by and among R1, New R1, Project Roadrunner Merger Sub Inc., a Delaware corporation (R1 Merger Sub), Revint Holdings, LLC, a Delaware limited liability company (Cloudmed), 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 Sellers).
Capitalized terms not otherwise defined herein shall have the same meanings attributed to such terms in the Registration Statement or the Transaction Agreement, as applicable.
You have requested our opinion concerning the discussion of the Holding Company Reorganization set forth in the section entitled Certain Material U.S. Federal Income Tax Consequences of the Holding Company Reorganization Treatment of the Holding Company Reorganization in the Registration Statement (the Tax Disclosure). In providing this opinion, we have assumed (without any independent investigation or review thereof) that:
a. All original documents submitted to us (including signatures thereto) are authentic, all documents submitted to us as copies conform to the original documents, all such documents have been duly and validly executed and delivered where due execution and delivery are a
Beijing Boston Chicago Dallas Hong Kong Houston London Los Angeles Munich Palo Alto Paris San Francisco Shanghai Washington, D.C.
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prerequisite to the effectiveness thereof, and all parties to such documents had or will have, as applicable, the requisite corporate powers and authority to enter into such documents and to undertake and consummate the transactions described in the Transaction Agreement, the Registration Statement, and the Documents (collectively, the Transactions);
b. All factual representations, warranties, covenants and statements made or agreed to by the parties to the Transaction Agreement and the other agreements referred to in the Transaction Agreement and the Registration Statement (collectively, the Agreements, and together with the schedules, exhibits, addenda, or attachments referred to in the Agreements, the Documents) as well as those made to us in each of the officers certificates provided to us by R1, New R1, the Sellers, and TCP-ASC are true, correct and complete as of the date hereof and will continue to be true, correct and complete through the consummation of the Transactions, in each case without regard to any qualification as to knowledge, belief, materiality, or otherwise;
c. As to all matters as to which any Person represents that it is not a party to, does not have, or is not aware of any plan, intention, understanding or agreement, there is in fact no plan, intention, understanding or agreement and, at all times up to and including the consummation of the Transactions, there will be no plan, intention, understanding or agreement;
d. The Transactions will be consummated in accordance with the Transaction Agreement and the other Documents, without any waiver or breach of any material provision thereof, and the Transactions will be effective under applicable corporate law as described in the Transaction Agreement and the other Documents;
e. The Documents represent the entire understanding of the parties with respect to the Holding Company Reorganization, the Merger, the Contribution, and other Transactions, there are no other written or oral agreements regarding the Transactions other than the Agreements, and none of the material terms and conditions thereof have been or will be waived or modified and there are no other transactions or transfers that will occur in respect of New R1 shares in connection with the consummation of the Transactions that are outside the ordinary course and are not contemplated by the Documents; and
f. R1, New R1, the Sellers, TCP-ASC, Cloudmed Parent, Cloudmed, and all other relevant Persons will report the Transactions for all U.S. federal income tax reporting purposes in a manner consistent with this opinion.
Except as set forth below, we express no other opinion. This opinion is expressed as of the date hereof and is being delivered prior to the consummation of the proposed Transactions, and therefore is prospective and dependent on future events. Any change that is made after the date hereof in any of the foregoing bases for our opinion, or any inaccuracy in the facts or assumptions
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on which we have relied in issuing our opinion, could adversely affect our conclusion. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention or to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof. No opinion is expressed as to any transactions in connection with the Transactions, or any matter other than those specifically covered by this opinion. In particular, this opinion is limited to the matters discussed in the Tax Disclosure, subject to the assumptions, limitations and qualifications stated therein, and, as further described in the Tax Disclosure, does not address the U.S. federal income tax treatment of any shareholder (i) subject to special rules under the Code or the Treasury Regulations, or (ii) that owns both R1 Common Stock and R1 Warrants immediately prior to the Holding Company Reorganization. Moreover, this opinion is based on current provisions of the U.S. Internal Revenue Code of 1986, as amended (the Code), the U.S. Treasury Regulations promulgated thereunder, and the interpretation of the Code and such regulations by the courts and the U.S. Internal Revenue Service, in each case, as they are in effect and exist at the date of this opinion. It should be noted that statutes, regulations, judicial decisions and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect.
The U.S. federal income tax consequences of the transactions described in the Registration Statement are complex and are subject to varying interpretations. Our opinion is not binding on the U.S. Internal Revenue Service or any court, and there can be no assurance or guarantee that either will agree with our conclusions. Indeed, the U.S. Internal Revenue Service may challenge one or more of the conclusions contained herein and the U.S. Internal Revenue Service may take a position that is inconsistent with the views expressed herein. There can be no assurance or guarantee that a court would, if presented with the issues addressed herein, reach the same or similar conclusions as we have reached.
Based upon and subject to the foregoing, we confirm that the statements set forth in the Registration Statement under the heading Certain Material U.S. Federal Income Tax Consequences of the Holding Company Reorganization Treatment of the Holding Company Reorganization insofar as they address certain material U.S. federal income tax considerations of the Transactions for U.S. holders of R1 Common Stock, and discuss matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, and except to the extent stated otherwise herein and therein, are our opinion, subject to the assumptions, qualifications and limitations stated herein and therein and in the Registration Statement generally under the heading Certain Material U.S. Federal Income Tax Consequences of the Holding Company Reorganization.
This opinion is furnished to you solely for use in connection with the Registration Statement. This opinion is based on facts and circumstances existing on the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such
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consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
/s/ Kirkland & Ellis LLP |
Kirkland & Ellis LLP |