Item 1.01 Entry into a Material Definitive Agreement.

Preferred Stock Transaction



On January 15, 2021, R1 RCM Inc. (the "Company") completed the previously
announced transaction (the "Closing") contemplated by the Preferred Stock
Agreement (the "Preferred Stock Agreement"), dated January 5, 2021, between the
Company and TCP-ASC ACHI Series LLLP (the "Investor"), a Delaware limited
liability limited partnership jointly owned by Ascension Health Alliance and
investment funds affiliated with TowerBrook Capital Partners. Pursuant to the
Preferred Stock Agreement, the Investor converted all of its 294,266 shares (the
"Current Shares") of 8% Series A Convertible Preferred Stock (the "Series A
Preferred Stock") into 117,706,400 shares of common stock of the Company into
which the Current Shares were convertible pursuant to the Certificate of
Designation of Series A Preferred Stock, and, in consideration therefor, the
Company (i) issued 21,582,800 additional shares of common stock, and (ii) paid
the Investor $105.0 million in cash.

On January 15, 2021, in connection with the Closing, the Company entered into an
amendment to the Investor Rights Agreement, dated February 16, 2016, on the
terms described in, and in the same form as the form of amendment filed as
Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on January 6,
2021.

Second Amendment to the Credit Agreement



On January 13, 2021, the Company entered into Amendment No. 2 and Waiver to
Credit Agreement (the "Second Amendment"), to the Credit Agreement, dated as of
June 26, 2019 (as amended by Amendment No. 1 to Credit Agreement, dated as of
March 20, 2020, and as further amended, restated, amended and restated,
supplemented or otherwise modified, the "Credit Agreement"), by and among the
Company, the subsidiary guarantors named therein, Bank of America, N.A., as
administrative agent, and the lenders named therein. Pursuant to the Second
Amendment, the lenders named in the Second Amendment agreed (i) to waive the
Company's obligation to use the $135.0 million of net proceeds from the sale of
the Company's emergency medical services ("EMS") business, including EMS Revenue
Cycle Management and Electronic Patient Care Reporting, for purposes of
reinvestments in useful assets of the Company, or to prepay the loans under the
Credit Agreement, as otherwise required by the terms of the Credit Agreement,
(ii) to amend the restricted payments covenant to permit the Company to make
additional cash payments to the Investor in an amount not to exceed $105.0
million in connection with the Closing and reduce the "Available Amount" from
which the Company can make certain investments, debt prepayments, or restricted
payments by $105.0 million and (iii) that the excess cash flow sweep will begin
with fiscal year ended December 31, 2021 instead of fiscal year ended December
31, 2020.

A copy of the Second Amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein.




Item 9.01 Financial Statements and Exhibits.
(d)      Exhibit Number          Description
                  10.1             Amendment No. 2 and Waiver, dated as of January 13, 2021, to Credit
                                 Agreement, by and among R1 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.

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