R1 RCM INC. ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Second Amended and Restated Registration Rights Agreement
Simultaneously with the closing of the Transactions, the Company, Old R1 RCM,
the Sellers, TCP-ASC ACHI Series LLLP, a
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Agreement") pursuant to which the Investors received certain registration rights
covering the resale of shares of Company Common Stock owned by the Investors, as
well as any shares of Company Common Stock issued by the Company upon the
exercise of warrants held by certain of the Investors and any securities issued
as (or issuable upon the conversion or exercise of any warrant, right or other
security that is issued as) a dividend, stock split, recapitalization or other
distribution with respect to, or in exchange for, or in replacement of, the
shares of Company Common Stock referenced above (collectively, the "
The Registration Rights Agreement provides that (i) IHC may only make one such demand for registration pursuant to a registration statement on Form S-3, (ii) TCP-ASC may only make five demands for registration (of which no more than three may be on a form other than Form S-3) and no more than three demands during any twelve-month period, and (iii) the Sellers may only make four demands for registration (of which no more than one may be on a form other than Form S-3) and no more than three demands during any twelve-month period. The Registration Rights Agreement also provides that whenever the Company registers shares of Company Common Stock under the Securities Act of 1933, as amended (the "Securities Act") (other than on a Form S-4 or Form S-8, or in connection with any employee benefit or dividend reinvestment plan), then each Investor will have the right as specified therein to register its shares of Company Common Stock as part of that registration. The registration rights under the . . .
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The information set forth in Item 1.01 under the heading "Second Amended and Restated Credit Agreement" is incorporated into this Item 1.02 by reference.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to the Transaction Agreement, the Transactions were consummated and
became effective on
Pursuant to the Transaction Agreement, each issued and outstanding share of Old R1 RCM Common Stock as of immediately prior to the Holding Company Reorganization was converted into one share of Company Common Stock. In addition, pursuant to the Transaction Agreement and the Assignments, each outstanding warrant to purchase shares of Old R1 RCM Common Stock was converted into a warrant to purchase shares of Company Common Stock with substantially the same terms and conditions as applied to such warrant prior to the closing date.
Pursuant to the Transaction Agreement, as consideration for the Acquisition, the Sellers received an aggregate of 135,929,742 shares of Company Common Stock, subject to certain adjustments following the closing as set forth in the Transaction Agreement.
In addition, pursuant to the Transaction Agreement, upon consummation of the Holding Company Reorganization, each stock option of Old R1 RCM, each restricted stock unit ("RSU") of Old R1 RCM under any compensation or benefit agreement, plan or arrangement of R1 ceased to represent or relate to a share of Old R1 RCM Common Stock and was converted automatically to represent or relate to a share of Company Common Stock, on substantially the same terms and conditions as were applicable to such stock option or RSU. To accomplish the foregoing, effective as of the initial effective time of the Holding Company Reorganization, Old R1 RCM assigned, and the Company assumed, all of its rights and obligations under the Third Amended and Restated
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2010 Stock Incentive Plan of Old R1 RCM (as amended or modified from time to time, the "2010 Amended Plan") (including the shares underlying such awards), the award agreements evidencing the grants of such awards and the remaining shares available for issuance under the 2010 Amended Plan.
The shares of Old R1 RCM Common Stock, which trade under the symbol "RCM" on
Nasdaq, will be suspended from trading on Nasdaq, prior to the open of trading
on
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth in the "Explanatory Note" and Item 1.01 under the heading "Second Amended and Restated Credit Agreement" of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On
The information set forth in Item 8.01 under the heading "Successor Issuer," describing the succession of the Company to Exchange Act Section 12(b) and reporting obligations of Old R1 RCM, is incorporated herein by reference.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The information set forth in the "Explanatory Note" and Items 1.01 and 2.01 is hereby incorporated by reference in this Item 3.02. Exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), for the issuance to Sellers of an aggregate of 135,929,742 shares of the Company Common Stock (subject to certain adjustments following the closing as set forth in the Transaction Agreement) pursuant to the terms of the Transaction Agreement is based on Section 4(a)(2) of the Securities Act.
ITEM 3.03. MATERIAL MODIFICATION OF RIGHTS OF SECURITYHOLDERS.
The information set forth in the "Explanatory Note" and in Items 1.01, 2.01 and 5.03 is hereby incorporated by reference in this Item 3.03.
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ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT
Prior to the consummation of the Transactions, the Company was a direct wholly owned subsidiary of Old R1 RCM. Pursuant to the Transaction Agreement, all shares of Company Common Stock owned by Old R1 RCM immediately prior to the consummation of the Transactions were cancelled without payment therefor. Following this cancellation and the issuance of shares of Company Common Stock in the Transactions, the shares of Company Common Stock became held solely by former Old R1 RCM stockholders and the Sellers.
The information set forth in the "Explanatory Note" and Items 2.01 and 5.02 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 5.01.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
Appointment of Certain Officers of the Company; Election of New Directors of the Company
The directors and executive officers of the Company as of immediately following
the consummation of the Holding Company Reorganization are the same as the
directors and executive officers of Old R1 RCM as of immediately prior to the
consummation of the Holding Company Reorganization. Pursuant to the terms of the
Sellers' Investor Rights Agreement, on
In addition, following the consummation of the Transactions, the Board appointed
The charts below list the Company's directors and executive officers, effective as ofJune 22, 2022 . Directors Year Term Expires Name Age Year Became a Director and Class Bradford Kyle Armbrester (4) 37 2022 2023 Jeremy Delinsky (1) 47 2022 2023 David M. Dill 54 2021 2023 Michael C. Feiner (2), (3) 80 2017 2023 Joseph Flanagan 51 2016 2023 John B. Henneman III (1), (4) 60 2016 2023 Matthew Holt (2), (3) 45 2022 2023 Neal Moszkowski (3) 56 2016 2023 Ian Sacks (2), (3), (4) 51 2016 2023 Agnes Bundy Scanlan (4) 64 2021 2023 Jill Smith (1), (2) 64 2019 2023 Anthony J. Speranzo 73 2016 2023 Anthony R. Tersigni (4) 72 2019 2023 Albert R. Zimmerli 70 2018 2023
(1) Member of the Audit Committee.
(2) Member of the Human Capital Committee
(3) Member of the
(4) Member of the
Executive Officers
Name Age Position
Joseph Flanagan 51 Chief Executive Officer
Lee Rivas 48 President
Rachel Wilson 51 Executive Vice President, Chief Financial Officer
and Treasurer
John Sparby 46 Executive Vice President, Chief Solutions and
Customer Officer
Gary Long 52 Executive Vice President and Chief Commercial
Officer
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Biographical information about the Company's directors, other than Messrs. Holt, Delinsky and Armbrester, is included in the Registration Statement under the heading "R1 Board of Directors" and is incorporated by reference herein.
Biographical information about each of Messrs. Holt, Delinsky and Armbrester is set forth below:
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
At the 2022 Annual Meeting of Old R1 RCM stockholders, Old R1 RCM's stockholders approved an amendment to Old R1 RCM's Restated Certificate of Incorporation (the "Old R1 RCM Charter") to increase the number of authorized shares from 500,000,000 to 750,000,000 (the "Charter Amendment").
The Charter Amendment became effective upon its filing with the Secretary of
State of the
In connection with the completion of the Holding Company Reorganization, the Company's board of directors adopted an Amended and Restated Certificate of Incorporation of the Company and Amended and Restated Bylaws of the Company.
Upon consummation of the Holding Company Reorganization, the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company were the same as the certificate of incorporation and bylaws of Old R1 RCM immediately prior to the consummation of the Holding Company Reorganization, including after giving effect to the Charter Amendment.
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The Amended and Restated Certificate of Incorporation was filed with the
The Amended and Restated Bylaws are filed as Exhibit 3.3 hereto and incorporated by reference herein.
ITEM 7.01. REGULATION FD DISCLOSURE.
On
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of the business acquired
In reliance on General Instruction B.3 to Form 8-K, the financial statements of the business acquired have been omitted because the Company previously reported substantially the same information in the Registration Statement.
(b) Pro forma financial information
In reliance on General Instruction B.3 to Form 8-K, the pro forma financial information has been omitted because the Company previously reported substantially the same information in the Registration Statement.
Exhibit
No. Description
3.1 Amendment to the Old R1 RCM Charter
3.2 Amended and Restated Certificate of Incorporation of the Company
3.3 Amended and Restated Bylaws of the Company
4.1 Second Amended and Restated Registration Rights Agreement, dated as
of June 21, 2022 , by and among the Company, Old R1 RCM, TCP-ASC ACHI
Series LLLP, IHC Health Services, Inc. , Shared Business Services, LLC
and the Sellers
4.2 Amended and Restated Investor Rights Agreement, dated June 21, 2022 ,
by and among the Company, Old R1 RCM and TCP-ASC ACHI Series LLLP
4.3 Investor Rights Agreement, dated June 21, 2022 , by and among the
Company and the Sellers
4.4 Warrant Assignment and Assumption Agreement, dated June 21, 2022 , by
and between the Company and IHC Health Services, Inc.
4.5 Warrant, dated January 23, 2018 , by and between Old R1 RCM and IHC
Health Services, Inc. (incorporated by reference to Exhibit 10.2 to
the Current Report of Old R1 RCM on Form 8-K (file No. 001-34746)
filed on January 24, 2018 )
4.6 Warrant Assignment and Assumption Agreement, dated June 21, 2022 , by
and between the Company and TCP ASC ACHI Series LLLP
4.7 Warrant, dated February 16, 2016 , by and between Old R1 RCM and
TCP-ASC ACHI Series LLLP (incorporated by reference to Exhibit 10.3 to
the Quarterly Report of Old R1 RCM on Form 10-Q for the quarter ended
March 31, 2016 (File No. 001-34746) filed on May 10, 2016 ).
10.1 Second Amended and Restated Credit Agreement, dated June 21, 2022 ,
by and among Old R1 RCM Inc. , as the Initial Borrower), the Company,
as the Ultimate Borrower, the other Persons party thereto that are
designated as a "Credit Party ", Bank of America, N.A ., as Agent for
the several financial institutions from time to time party thereto and
the Lenders
10.2 Employment Agreement, dated June 21, 2022 , by and between the
Company and Lee Rivas
10.3 R1 RCM Inc. 2022 Inducement Plan
10.4 Form of Standard PBRSU Award Agreement under R1 RCM Inc. 2022
Inducement Plan
10.5 Form of Pull-forward PBRSU Award Agreement under R1 RCM Inc. 2022
Inducement Plan
10.6 Form of RSU Award Agreement under R1 RCM Inc. 2022 Inducement Plan
99.1 R1 RCM Inc. Press Release re Inducement Awards, dated June 21,
2022
99.2 R1 RCM Inc. Press Release re Closing, dated June 21, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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