EX-99.(C)(III) 2 d837347dex99ciii.htm EX-99.(C)(III) EX-99.(c)(iii)

Exhibit (c)(iii) Project Naboo Board of Directors Materials Investment Banking Division Global Healthcare Group March 3, 2024


Situation Overview — New Mountain Capital (“NMC”) filed a Schedule 13D on February 26, 2024, requesting a waiver from the standstill provisions of the Investor Rights Agreement, which would enable NMC to make a proposal to acquire R1 (the “Company”) ¡ The Schedule 13D included an attached exhibit with a draft proposal to acquire the Company for $13.75 per share in cash, with the following provisions: w Welcomes, but does not require, the participation of any other existing stockholders, including TowerBrook, Ascension and customer shareholders w States that NMC does not intend to sell its stake to any third party and that the proposal should not be construed as indicating an interest in any alternative change of control transaction w Assumes a refinancing of the Company’s debt with new debt financing w Equity financing would be provided by rollover NMC equity, new cash equity provided by NMC and other potential sources (including TowerBrook and Ascension rollover equity should they decide to participate in the transaction) w The proposal has been approved by the NMC investment committee but is non-binding and subject to ongoing diligence ¡ NMC asked for a response to the waiver request by 5:00pm ET on March 6, 2024 — We understand that NMC, TowerBrook and Ascension have been in discussions regarding a potential transaction for the last several weeks, and that those discussions remain ongoing ¡ Our understanding is that discussions have revolved around valuation, transaction sources and uses, potential governance constructs and opportunities for the Company in a privately held setting — We look forward to advising the Company and assisting the Board in navigating the situation — The goal of today’s discussion is to provide background / context and answer any questions related to the situation 1


Overview of $13.75 New Mountain Capital Offer ($ in millions, except for per share values) Transaction Overview New Equity Required Sensitivity New Sponsor NMC NMC / TB / A — Assumes R1 is taken private at $13.75 per share, a ~24% (2) (3) (4) premium to the unaffected share price of $11.10 on February (No Equity Roll) Rolls (100%) Roll (100%) 23, 2024 5.50x $5,288 $3,419 $1,295 — Assumes R1’s existing debt will be refinanced 6.00x 4,963 3,094 970 ¡ For illustrative purposes, we have assumed new debt is issued to maximum leverage of 6.0x, resulting in new debt 6.50x 4,638 2,769 645 of $3,900mm (1) — Assumes $650mm of leverageable EBITDA Market Values and Multiples Premiums / (Discounts) Undisturbed Recent Close Recent Close (2/23/24) NMC Offer (3/1/24) NMC Offer (3/1/24) Stock Price $11.10 $13.75 $14.00 Stock Price $13.75 $14.00 Diluted Shares 460.6 465.6 466.0 % Premium to: Equity Value $5,113 $6,402 $6,524 Net Debt 2,158 2,158 2,158 Pre Request (1/25/24) $10.17 35% 38% Enterprise Value $7,270 $8,560 $8,681 Undisturbed (2/23/24) $11.10 24% 26% 30 Day VWAP $10.33 33% 36% EV / EBITDA (Wall Street Consensus) 90 Day VWAP $10.83 27% 29% 2023A $614 11.8x 13.9x 14.1x 52 Week High (7/17/23) $18.49 (26%) (24%) 2024E $668 10.9x 12.8x 13.0x 2025E $784 9.3x 10.9x 11.1x 52 Week Low (1/11/24) $9.11 51% 54% Source: FactSet, Company filings. Note: Market data as of 3/1/2024. 1. Includes $614mm of 12/31/23 LTM Adj. EBITDA, $26mm of Acclara EBITDA and $10mm of leverageable cost synergies. 2. Every $1 added to purchase price requires additional $487mm of new equity. 3. Every $1 added to purchase price requires additional $351mm of new equity. NMC offer price values NMC’s total stake (136mm shares) at $1,870mm. 4. Every $1 added to purchase price requires additional $186mm of new equity. NMC offer price values NMC’s total stake (136mm shares) at $1,870mm and TB / A total stake (154mm shares, including warrants) at $2,124mm. 2 Leverage


Share Price Historical Stock Price Performance and Valuation EV / NTM EBITDA, Share Price and Volume (Last Five Years) Average Per Year 2019 2020 2021 2022 2023 YTD '24 '19-'24 EV / NTM EBITDA 16.1x 15.4x 22.1x 17.3x 12.6x 9.4x 16.5x (1) 35x $35.00 % YoY Rev Growth 12.5% 14.8% 15.8% 17.4% 16.8% 14.1% 15.4% 2/18/21: Reported Q4 and FY (1) 2020 earnings % YoY EBITDA Growth 57.0% 37.7% 22.2% 24.7% 20.2% 17.6% 31.9% Share Price $10.94 $14.23 $23.77 $20.66 $14.52 $10.77 $16.61 30x $30.00 1/10/22: Announced acquisition of Cloudmed 25x $25.00 2/26/24: Received $13.75 unsolicited bid from New Mountain Capital 20x $20.00 15x $15.00 NMC Offer (Share Price): $13.75 $14.00 12.6x NMC Offer (Implied NTM Multiple): 12.4x 10/16/23: Jehoshaphat 10x $10.00 published short report; shares fell ~8% 11/13/23: Announced plans to 5x $5.00 restate earnings from FY'21 11/8/22: Reported Q3 earnings through Q2'23; shares fell ~3% miss and CEO change 0x $0.00 Mar-19 Feb-20 Feb-21 Mar-22 Mar-23 Mar-24 EV / NTM EBITDA EV / NTM EBITDA (Implied by NMC Offer) Share Price NMC Offer Source: FactSet, Company filings. Note: Market data as of 3/1/2024. 1. Represents forward fiscal year vs. current fiscal year growth. 3 EV / NTM EBITDA


Wall Street Research Reactions Review of the Quarter Views on 2024E Guidance Views on Takeout Price Views on Process “Although revenue fell short of “… believe the lackluster guidance “…By our math, a PE firm can extract “We view New Mountain’s bid as an expectations…adj-EBITDA still came increases the likelihood of an a relatively healthy return with a bid opening salvo, intended to garner in ahead of estimates…Thus, eventual sale” up to $17/share” additional private equity interest…” execution can be characterized as Broker H, 2/27/2024 solid.” “R1 provided additional color around Broker E, 2/27/2024 Broker E, 2/27/2024 the build to FY24 guidance and the Broker D, 2/27/2024 drivers of the $33M/$23M revenue/EBITDA delta vs. consensus, “We view NMC’s offer is likely not “R1’s 4Q’23 results and 2024 “…we believe a deal is likely given with the majority driven by their last / final offer and should guidance underscored that that (1) New Mountain has a sizable onboarding pushouts. ... From a fundamentals are solid even with serve as a floor to attract potential ownership stake…and (2) a takeout new contract perspective, the FY24 some client timing and investment bidders and would note that all parties could present a clean exit forecast assumes: (1) no in-year involved support the management headwinds” opportunity for TCP-ASC” contribution from Sutter Phase 2 team.” onboarding (we previously est $58M Broker J, 2/27/2024 contribution)...” Broker B, 2/26/24 Broker B, 2/27/2024 Broker M, 2/28/24 “Executing in Q4 (including a small new win), no new issues popping “With respect to guidance, we believe “We suspect NMC is being management is making up (following negative data points in “…we suspect investors hoping for a opportunistic from a timing appropriately conservative 2H23, mostly out of RCM’s control), multiple on RCM shares of >15x perspective, but we also recognize assumptions…” and adding precision to the 2024 from NMC in this transaction are likely that with the Providence and Acclara outlook, allows investors to transition Broker D, 2/27/2024 to be disappointed” transactions, RCM could be facing to tallying up known and highly-visible some time consuming and expensive “The 2024 story contains a few moving profitability drivers set to contribute in integration and onboarding that might parts as a result of these wins (namely the coming years” Broker F, 2/27/24 Providence), the Pediatrix (MD Mayo; better be done in private” MP) attrition, and the APP bankruptcy Broker M, 2/28/2024 as well as the push-out of Sutter “The $13.75 per share offer implies…a Broker F, 2/27/24 Phase 2. Ultimately, R1's story is 1-turn discount to R1’s average over “RCM posted strong 4Q23 results, always going to have elements of the past year and a ~5 turn discount both revenues and adjusted change – new customer wins are a to the company’s average forward EBITDA above consensus and its clear long-term positive but distort true EBITDA multiple over the past three early January update” near-term profitability. 2024 has a few years” more of these than a typical year, but Broker O, 2/27/2024 we continue to like the setup Broker B, 2/26/24 heading into 2025 and subsequent years” Broker J, 2/27/2024 Source: Wall Street research. 4


Wall Street Research Target Prices Select Price Targets Broker Outlook Last Twelve Months Analyst Date Select Price Targets Buy ~12.5x EV / '25E EBITDA $18.00 Broker A 2/27/2024 Hold ~9x EV / '25E EBITDA $14.00 Broker B 2/27/2024 Broker C 2/27/2024 3.3x EV / '25E Revenue $20.00 13.5x EV / '24E Adj. EBITDA $17.00 Broker D 2/27/2024 ~10.5x EV / '25E EBITDA $14.00 Broker E 2/27/2024 12.5x EV / '24E EBITDA $15.00 Broker F 2/27/2024 (1) 11.0x EV / '25E EBITDA $16.00 Broker G 2/27/2024 ~14.0x EV / '24E EBITDA $18.00 Broker H 2/27/2024 (2) ~12.5 EV / '24E EBITDA $17.00 Broker I 2/28/2024 (3) ~12.5 EV / '25E EBITDA $17.00 Broker J 2/27/2024 12.0x EV / '25E EBITDA $17.00 Broker K 2/28/2024 ~15x EV / '24E EBITDA $19.00 Broker L 2/27/2024 12.3x EV / '25E EBITDA $16.00 Broker M 2/28/2024 5-Year DCF (10% discount rate) $20.00 Broker N 2/27/2024 ~11.0x EV / '25E EBITDA $16.00 Broker O 2/27/2024 Current Price: Average PT: $14.00 $16.93 Represents revised price target in latest report Source: FactSet. Note: Market data as of 3/1/2024. 1. Revised from $12 price target pre Q4 announcement. 2. Revised from $13 price target pre Q4 announcement. 3. Revised from $14 price target pre Q4 announcement. 5


Take Out Price Implied by Current Share Price Current stock price reflects the market’s assessment of the probability of a sale and the price at which the sale would happen Key Inputs Implied Take Out Price Analysis — Standalone Price: $11.10 (equal to Standalone Price the undisturbed price on 2/23/24) $9.00 $10.00 $11.00 $11.10 $12.00 — Current stock price: $14.00 50% $20.07 $18.94 $17.80 $17.69 $16.66 — Time to Close: 6 months 75% $16.47 $16.05 $15.64 $15.59 $15.22 — Annual cost of funds: 5.6% — Probability of closing once announced: 95% 100% $14.66 $14.61 $14.55 $14.55 $14.50 Of the non-insider shareholders of R1, almost half are hedge funds and only 20% are long only owners Source: FactSet. Note: Market data as of 3/1/2024. 6 Probability of Takeout


Illustrative Overview of Key Questions and Range of Alternatives At the appropriate time, the Board / Special Committee should consider several key questions, along with advice from advisors on strategic alternatives and valuation, before deciding on a path forward Illustrative Questions for the Board to Consider Range of Alternatives What you need to believe… — 1 Is the $13.75 offer a reasonable basis to initiate Status Quo conversations? — The $13.75 offer is not sufficient to engage in conversations ¡ Does it fairly compensate R1 shareholders for the “Shut Down” standalone future value creation opportunity? — The Company can create more value for Engagement shareholders by executing on the standalone plan ¡ How does it compare to other potential alternatives? with NMC — Perspective on NMC’s response — 2 Which parties are included in the buyer group? ¡ NMC alone — The valuation gap is narrow enough that we ¡ NMC & TB / A Engage believe a deal can be reached Bilaterally with ¡ Views of each party on buying vs. selling — NMC / TB / A have stated that they will block a NMC or sale to an alternative buyer — 3 How do we view the interest level and ability to transact of NMC & TB / A other potential buyers? (or Anyone) ¡ What other potential buyers (both strategic and financial) have inbounded since the offer letter and — While worth considering, the $13.75 NMC offer is what have they messaged in terms of interest? Launch not sufficient to exclude other potential buyers in our evaluation of strategic alternatives Broader ¡ What is our view on potential buyers that have not yet inbounded? Strategic — That the posture of NMC / TB / A indicates Alternatives possibility exists for a third party transaction ¡ What is the posture of existing shareholders in the Process buyer group? Broad Process 7


Discussion Topics — Enabling management to stay focused on business and minimizing disruption for customers is critical — Board’s responsibilities in current situation — At the appropriate time and with the appropriate audience, value of initial proposal vs. standalone plan and other alternatives ¡ Ability for New Mountain and / or others to enhance proposal ¡ Consider whether a process where non-insider buyers can compete with insider shareholders is feasible taking into account posture of existing shareholders ¡ Near-term business momentum — Risks associated with current situation: ¡ Relationships with customers ¡ Certainty of transaction (debt financing, etc.) ¡ Risk(s) of non-completion ¡ Potential disruption to business ¡ Litigation — Communications with key constituents (investors, customers, employees, etc.) — Timing ¡ Next quarter ¡ Investor conferences ¡ Other th ¡ March 6 request from New Mountain 8


Summary of Potential Alternatives These alternatives involve the entire company and do not address a transaction which may provide liquidity or partial liquidity to certain shareholders Description Discussion Topics — Continue to operate as a — Risk / upside to achieving the standalone plan standalone public company — Sustainability and / or upside to multiple with a focus on growing — Impact of shareholder base on trading levels shareholder value Status Quo — Includes ordinary course M&A — Corporate M&A activities as well as capital — Financial engineering allocation decisions to drive — Near term share price moves / dislocation shareholder value — Sale to a financial sponsor: — Universe of potential buyers ¡ NMC — Posture of existing shareholders Take Private ¡ NMC / TowerBrook / — Buyer due diligence Ascension — Ability to pay above current offer price ¡ Another financial sponsor — Breadth of motivated buyer universe Strategic — Sale to strategic buyer— Posture of existing shareholders Sale — Timing and process to execute Current ownership and governance structure impact each of the scenarios 9


Preliminary Work Plan Week 1 Week 2 / 3 th th th February 26 March 4 / 11 — Barclays to send preliminary Get clarity from investors regarding “intentions” and perspectives on information / diligence request list to strategic alternatives: Company — Willingness of various parties to be buyers or sellers — Setup call with Company to review: — Willingness of various parties to work with other buyers ¡ Feedback from investor meetings Based on the above, formulate a work plan: ¡ Discussions and correspondence — Formation of a Special Committee, if applicable with NMC and other shareholders — Diligence session with management to review projections and standalone ¡ Any other inbound communications plan — Understand with Company Counsel: — Agree on the range of strategic / financial alternatives to review with the ¡ Standstill agreement(s) Board ¡ Ascension contract¡ Reject proposal and execute standalone plan ¡ Any change of control matters¡ Engage with buyer group — Discuss response strategies and PR / ¡ Initiate sale process (strategics or new sponsors) IR matters (including customers, ¡ Other strategic or financial alternatives employees, etc.) 10


Appendices


R1 RCM Top 25 Shareholder Overview = Frequent Activist (Values in millions, unless stated otherwise) = Occasional Activist Overview of Top Shareholders Shareholder Base Composition Est. % Pension Current Current QoQ Δ in Shareholder Cumulative Holdings Cost from Holding MV % O/S 1% (2) Basis Offer Index Long-Only 1 New Mountain Capital $1,904 -- -- -- 32.4% 10% 6% 2 TowerBrook Capital / Ascension 32.4% 1,904 -- -- -- 65% 3 BlackRock 235 (0.1%) 14.43 (4.7%) 4.0% 69% 4 Vanguard 213 (0.7%) 16.44 (16.4%) Hedge Fund 3.6% 72% 13% 5 Coliseum Capital Mgmt. 74 NEW 11.38 20.8% 2.4% 75% Broker/Dealer 6 Sachem Head Capital Mgmt. 134 1.2% 10.56 30.2% 2.3% 77% 1% Insider 7 Citadel 127 (0.3%) 15.65 (12.2%) 2.2% 79% (1) 67% Other 8 Capital Group 117 0.0% 18.29 (24.8%) 2.0% 81% 2% 9 Voss Capital 100 1.4% 15.00 (8.4%) 1.7% 83% 10 Morgan Stanley Top 10 79 (0.3%) 13.44 2.3% 1.3% 84% 11 BNY Mellon 77 (0.4%) 16.47 (16.5%) 1.3% 86% Last 3-Months Trading Volume 12 State Street 76 0.1% 13.59 1.1% 1.3% 87% Figures in Millions 13 OrbiMed Advisors 67 0.3% 14.95 (8.0%) 1.1% 88% 35 14 Norges Bank Investment Mgmt. 54 0.3% 20.27 (32.2%) 1.0% 89% Trading volume spiked to over 3x the 3-month average 30 15 Paradigm Capital 0.9% 49 0.1% 3.20 329.9% 90% Following NMC’s 13D/A 16 P2 Capital Partners 47 0.2% 13.47 2.1% 0.8% 91% 25 17 Dimensional 0.8% 47 0.3% 16.88 (18.5%) 92% 20 18 American Century Investment Mgmt. 46 (0.4%) 15.21 (9.6%) 0.8% 92% 19 Joseph Flanagan 45 (0.0%) 21.13 (34.9%) 0.8% 93% 15 20 Geode 40 0.0% 14.89 (7.7%) 0.8% 94% 10 21 Snyder Capital Management 34 (0.4%) 15.09 (8.9%) 0.7% 95% 22 Qube Research & Technologies 32 NEW 11.38 20.8% 0.6% 95% 5 23 Parsifal Capital Management 31 (0.2%) 16.67 (17.5%) 0.5% 96% 3 mo. avg.: 0 4.7mm 24 Man Group 29 0.4% 16.62 (17.3%) 0.5% 96% D Ja F 25 Squarepoint Top 25 25 NEW 11.38 20.8% 0.5% 97% ec n eb Source: FactSet, Company filings. Note: New Mountain Capital data as of 2/26/2024, TowerBrook data as of 2/6/2024, all others as of 12/31/2023. Share price as of 3/1/2024. 1. Includes wealth management, bank investment divisions, insurance companies and family offices. 2. Reflects percent difference between New Mountain’s initial offer of $13.75 per share and estimated cost basis per FactSet and Bloomberg. 11


Coliseum Reaction Coliseum has a history of activism and owns ~2% of the Company Coliseum Letter “We are writing on behalf of Coliseum Capital Management, LLC which, through its managed funds and accounts, beneficially owns over 10 million shares of common stock of R1 RCM Inc. (“R1” or the “Company”). As such, we are in aggregate, one of the five largest shareholders. We have reviewed the Amended 13D filed this morning by New Mountain Capital, L.L.C. proposing a transaction under which all of the outstanding shares of R1 would be acquired for cash consideration of $13.75 per share. We believe this proposal meaningfully undervalues the Company and is not in the best interest of shareholders. As we have shared with management in multiple meetings, we are excited about R1’s current strategy and longer- term prospects, and impressed by Lee Rivas, Jennifer Williams and the broader team. Furthermore, we support the current Board of Directors and your efforts in building the business for the benefit of all shareholders. R1 is on a compelling trajectory, and we have deep conviction in management’s ability to execute and create durable shareholder value over the coming years. We encourage the Board of Directors to stand firm and require a materially higher price, or reject the offer and stay the course as a public company. To be clear, given the strength of R1’s business prospects, we believe remaining public and driving forward the existing strategy will result in greater value for all shareholders than accepting a price at or near the current offer. We appreciate your consideration of our views, which come in the genuine spirit of partnership. We look forward to remaining supportive shareholders and thank you for your leadership.” Source: Press release. 12


Potential Strategic Buyers Software Payments Diversified Healthcare Tech Services 13


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