R1 RCM Inc. (NasdaqGS:RCM) entered into a non-binding term sheet to acquire Cloudmed from New Mountain Capital, L.L.C. and others on December 10, 2021. R1 RCM Inc. (NasdaqGS:RCM) entered into a definitive agreement to acquire Cloudmed from New Mountain Capital, L.L.C. and others for $4.1 billion on January 9, 2022. The transaction values Cloudmed at approximately $4.1 billion in stock transaction, including $857 million of net debt assumption, based on R1's closing stock price on January 7, 2022. R1 will issue approximately 138.4 million shares as consideration, subject to closing adjustments. Upon closing of the transaction, current R1 shareholders will own approximately 70% of the combined company on a fully diluted basis and Cloudmed equity holders will own approximately 30%. Cloudmed shareholders will enter into 18 months lockup agreement. Joe Flanagan, Chief Executive Officer of R1, will serve as Chief Executive Officer of the combined company, and Lee Rivas, chief executive officer of Cloudmed, will serve as president of the combined company. Upon closing of the transaction, R1 will increase the size of its Board of Directors to include three new board members nominated by New Mountain Capital. R1 shall pay a termination fee of the amount equal to the lesser of Cloudmed's out-of-pocket transaction expenses and $10 million to the sellers.

The transactions is subject to certain conditions, including the expiration or termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, the effectiveness of the Registration Statement, approval by shareholders of R1 of the issuance of New Common Stock to the Sellers (private placement), approval for listing of shares on The Nasdaq Stock Market LLC, receipt of regulatory approvals, approval from R1 shareholders, among others. The transaction, which has been unanimously approved by the Boards of Directors of both companies. As on March 31, 2022, the EU merger regulator has given an unconditional approval for transaction. As of April 22, 2022, the meeting of shareholders of R1 RCM Inc. is scheduled on May 26, 2022 for the approval of the Stock Issuance Proposal. The transaction is expected to close in the second quarter of 2022. The transaction is expected to be accretive to R1's earnings per share in the first full year post-closing. Centerview Partners LLC acted as financial advisor with a service fee of $34 million and provided fairness opinion with a service fee of $2 million to R1 Board. J.P. Morgan Securities LLC acted as financial advisors while Richard W. Porter, Robert M. Hayward, Alexander Schwartz, Louis Hernandez, John Kefer, Rachel Cantor, Polina Liberman and Bradley C. Reed of Kirkland & Ellis LLP acted as legal advisor for R1. Barclays acted as financial advisors while John E. Sorkin, Andrew Silver, Garrett Charon, Alyssa Kollmeyer, Adam Greenwood, Danna Kivell, Stefanie Birkmann, Jennifer Romig, Megan Bisk, Rachel Phillips, Christian Reigstad, Sarah Young, Jonathan Klarfeld, Samer Musallam, Ruchit Patel, Megan Baca, David Hennes, Marc Rotter and Andrea Bidegaray Stephen of Ropes & Gray LLP acted as legal advisor for Cloudmed and New Mountain Capital. Wachtell, Lipton, Rosen & Katz and Covington & Burling LLP served as legal advisors to R1's shareholders, TowerBrook and Ascension, respectively. American Stock Transfer & Trust Company, LLC acted as transfer agent to R1 RCM Inc. Davis Polk & Wardwell, LLP acted as a legal advisor to Centerview Partners LLC.