TCP-ASC says finalizing bid to acquire all outstanding R1 RCM shares not owned

In a regulatory filing after the close on Friday, R1 RCM disclosed that TCP-ASC amended Item 4 of its Schedule 13D by deleting the final sentence of the first paragraph added to Item 4 by Amendment No. 4 to the Schedule 13D filed on March 11. Item 4 of the Schedule 13D is hereby amended and supplemented as follows: “CoyCo and the Partnership have ceased discussions regarding their potential pursuit of a Joint Transaction. The Partnership is in the process of finalizing a proposal to acquire all of the outstanding shares of Common Stock that are not currently owned by the Partnership at a price per share higher than the proposal described in the standstill waiver request by CoyCo on July 1, 2024. The Partnership has submitted to the Issuer a request to waive the standstill obligations in the A&R Investor Rights Agreement to permit the Partnership to submit a proposal to the Issuer. The foregoing description of the July 5 Waiver Request is not intended to be complete and is qualified in its entirety by reference to the full text of the July 5 Waiver Request filed as Exhibit 7.12 hereto. As previously disclosed, the Partnership and its affiliates are not interested in selling any shares of Common Stock that the Partnership holds to another party at this time. Ascension, TowerBrook and their respective affiliates do not intend to participate in the proposal described in the standstill waiver request by CoyCo on July 1, 2024. Joseph Flanagan, a member of the Board of Directors and the former Chief Executive Officer of the Issuer, and the Reporting Persons are in discussions regarding the possibility of Mr. Flanagan serving in a senior executive capacity with the Issuer following a potential acquisition of the Issuer by the Reporting Persons. In the interim, Mr. Flanagan expects to assist the Reporting Persons in conducting due diligence on the Issuer. The Reporting Persons have not reached any agreement, arrangement or understanding with Mr. Flanagan regarding any potential transaction with the Issuer.”