Item 1.01 Entry into a Material Definitive Agreement.
Incremental Amendment to Credit Agreement
On
The Incremental Term Loan will be drawn substantially concurrently with the
acquisition of
The Incremental Term Loan will have terms consistent with those of the Senior Term Loan, including with respect to interest, maturity, amortization and prepayments and will have the same affirmative and negative covenants and events of default as those applicable to the Senior Term Loan under the Credit Agreement.
The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in "Item 1.01 Entry into a Material Definitive Agreement" is incorporated into this Item 2.03 by reference. Forward-Looking Statements This report includes information that may constitute "forward-looking statements," made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future, not past, events and often address our expected future growth, plans and performance or forecasts, and include statements about the expected terms of the proposed acquisition of SCI and the related financing. These forward-looking statements are often identified by the use of words such as "anticipate," "believe," "designed," "estimate," "expect," "forecast," "intend," "may," "plan," "predict," "project," "target," "will," or "would," and similar expressions or variations, although not all forward-looking statements contain these identifying words. Such forward-looking statements are based on management's current expectations about future events as of the date hereof and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Subsequent events and developments, including actual results or changes in our assumptions, may cause our views to change. We do not undertake to update our forward-looking statements except to the extent required by applicable law. Readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements included herein are expressly qualified in their entirety by these cautionary statements. Our actual results and outcomes could differ materially from those included in these forward-looking statements as a result of various factors, including, but not limited to risks related to the satisfaction of the conditions to closing the Acquisition and the related financing in the anticipated timeframe or at all, risks that the expected benefits from the proposed Acquisition will not be realized or will not be realized within the expected time period, the risk that the businesses will not be integrated successfully, significant transaction costs, unknown or understated liabilities, as well as the factors discussed under the heading "Risk Factors" in our annual report on Form 10-K for the year endedDecember 31, 2019 , our quarterly reports on Form 10-Q and any other
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periodic reports we file with theSecurities and Exchange Commission . Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 10.1* Amendment No. 1 to Credit Agreement, dated as ofMarch 20, 2020 , by and amongR1 RCM Inc. , the other parties party thereto as Credit Parties (as defined therein),Bank of America, N.A ., as administrative agent and the financial institutions party thereto as lenders. 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document. * Exhibits and schedules were omitted pursuant to Item 601(b)(10) of Regulation S-K and will be furnished to theSecurities and Exchange Commission upon request. 3
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