Conversion of Preferred Stock to Shares of Common Stock to Enhance Alignment with Common Shareholders
Ascension and TowerBrook Committed to Supporting Sustainable Long-Term Growth
Pro forma for the conversion of the Preferred Stock, Ascension and TowerBrook, through the joint investment vehicle, will collectively own approximately 54%1 of R1’s outstanding shares of common stock.
(shares in millions) | |||||
Transaction)2 | Post- Transaction | ||||
Basic Common Shares Outstanding | 121.1 | 121.1 | |||
"As Converted" Preferred Stock to Common Shares Pre-Transaction / Common Shares Post-Transaction | 117.7 | 139.3 | |||
Total Common Shares Outstanding, inclusive of “As Converted” Preferred Stock Pre-Transaction | 238.8 | 260.4 | |||
Future PIK Dividends (“As Converted” to Common Shares) Pre-Transaction | 21.6 | - | |||
Total Adj. Common Shares Outstanding | 260.4 | 260.4 | |||
1Excludes the dilutive effect of the warrants Ascension and TowerBrook hold through the joint investment vehicle (representing the right to purchase 60 million shares of common stock at
2Reflects share amounts Ascension and TowerBrook, through the joint investment vehicle, would have been entitled to pursuant to the existing terms of the Preferred Stock.
The transaction is expected to close later this month, and all the shares of common stock to be issued as part of the transaction will be subject to a one-year lock up scheduled to expire in 2022. Ascension and TowerBrook will retain their seats on R1’s Board of Directors.
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