Item 1.01 Entry into a Material Definitive Agreement.

Background



In February 2016, R1 RCM Inc. (the "Company") issued 200,000 shares of the
Company's 8% Series A Convertible Preferred Stock, par value $0.01 per share
("Series A Preferred Stock") to TCP-ASC ACHI Series LLLP (the "Investor"), a
Delaware series limited liability limited partnership jointly owned by Ascension
Health Alliance ("Ascension") and investment funds affiliated with TowerBrook
Capital Partners ("TowerBrook"), pursuant to a Securities Purchase Agreement and
Certificate of Designation of Series A Preferred Stock (the "Certificate of
Designation") and entered into an Investor Rights Agreement (the "Investor
Rights Agreement") with the Investor and certain of its affiliates. As of the
date of this Current Report on Form 8-K, the Investor owns 294,266 shares of
Series A Preferred Stock (the "Current Shares"), which includes the originally
issued 200,000 shares, plus 94,266 shares issued as payment in kind dividends to
the Investor.

The Preferred Stock Agreement described below and the transactions contemplated
thereunder were reviewed, negotiated and recommended for approval by a special
committee of certain of the independent and disinterested members of the
Company's Board of Directors, and, upon recommendation of the special committee,
approved by both the Company's Audit Committee (pursuant to the Company's
related person transactions policy) and the Company's Board of Directors (other
than certain directors affiliated with TowerBrook and Ascension). Debevoise &
Plimpton LLP is acting as legal counsel and Barclays and Duff & Phelps, LLC are
acting as financial advisors to the special committee.

Preferred Stock Agreement



On January 5, 2021, the Company and the Investor entered into a Preferred Stock
Agreement (the "Preferred Stock Agreement"), pursuant to which the Investor
agreed to convert all of its Current Shares into 117,706,400 shares of common
stock of the Company into which the Current Shares are convertible pursuant to
the Certificate of Designations (the "Underlying Shares"), and, in consideration
therefor, the Company will (i) issue 21,582,800 additional shares of common
stock (the "Additional Shares" and together with the Underlying Shares, the
"Aggregate Common Shares"), and (ii) pay the investor $105,000,000 in cash (the
"Transaction").

The Investor agreed that it will not, until the date that is one year after the closing date (the "Lock Up Period"), directly or indirectly, sell, assign, pledge, encumber, convert, exchange, hypothecate or otherwise dispose of or transfer any of the Aggregate Common Shares, subject to certain exceptions.



The Company expects to complete the Transaction later this month. The Preferred
Stock Agreement can be terminated any time prior to the closing by either party
(i) if the closing shall not have occurred by February 15, 2021, (ii) if any
governmental authority shall have issued an order, decree or ruling or taken any
other action restraining, enjoining or otherwise prohibiting the transactions
contemplated thereby or any law, rule or regulation prohibits the closing of the
Transaction or (iii) by the mutual written consent of the parties.

A copy of the Preferred Stock Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Amendment to Investor Rights Agreement



In connection with and as a condition to the closing of the Transaction, the
Company and the Investor will enter into an amendment to the Investor Rights
Agreement (the "Investor Rights Agreement Amendment"), which, among other
things, amends (i) the definition of "Ownership Percentage" and "Ownership
Threshold" so that such terms include all of the Aggregate Common Shares being
issued pursuant to the Transaction and (ii) certain of the Investor's approval
rights set forth therein, including increasing applicable dollar thresholds.

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As amended, for as long as the Investor and the Investor's affiliates, taken
together, hold in the aggregate at least 75% of the common stock into which the
Series A Preferred Stock have been converted, for which the Series A Preferred
Stock has been exchanged or that have otherwise been issued in respect of the
Series A Preferred Stock, including pursuant to the Preferred Stock Agreement,
the following matters will require the approval of a majority of the common
stock held by the Investor or any Investor affiliate to proceed: (i) the
amendment or modification of the Company's Certificate of Incorporation or
Bylaws in any manner that adversely impacts the rights of holders of common
stock; (ii) the creation, authorization or issuance of any equity securities of
the Company or any of its subsidiaries in any manner that adversely impacts the
rights of holders of common stock; (iii) any amendment of the amended and
restated Master Professional Services Agreement, dated as of February 16, 2016,
as amended or supplemented from time to time, by and between Ascension and the
Company; (iv) the incurrence of any indebtedness in excess of $100.0 million in
the aggregate during any fiscal year (other than refinancings of existing
indebtedness); (v) the sale, transfer or other disposition of assets or
businesses of the Company or its subsidiaries with a value in excess of $10.0
million in the aggregate during any fiscal year (other than sales of inventory
or supplies in the ordinary course of business, sales of obsolete assets
(excluding real estate), sale-leaseback transactions and accounts receivables
factoring transactions; (vi) the acquisition of any assets or properties (in one
or more related transactions) for cash or otherwise for an amount in excess of
$100.0 million in the aggregate during any fiscal year (other than acquisitions
of inventory and equipment in the ordinary course of business); (vii) capital
expenditures in excess of $25.0 million individually (or in the aggregate if
related to an integrated program of activities) or in excess of $25.0 million in
the aggregate during any fiscal year; (viii) the approval of the Company's
annual budget; (ix) the hiring or termination of the Company's chief executive
officer; (x) the appointment or removal of the chairperson of the Board of
Directors of the Company; and (xi) making, or permitting any subsidiary to make,
loans to, investments in, or purchasing, or permitting any subsidiary to
purchase, any stock or other securities in another corporation, joint venture,
partnership or other entity in excess of $25.0 million in the aggregate during
any fiscal year.

A copy of the Investor Rights Agreement Amendment is attached hereto as Exhibit 4.1 and is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 is incorporated in this Item 3.02 by reference.



As described in Item 1.01, the Company will issue shares of common stock to the
Investor upon conversion of the Investor's Series A Preferred Stock pursuant to
the Preferred Stock Agreement. This issuance and sale will be exempt from
registration under the Securities Act, pursuant to Section 4(a)(2) of the
Securities Act.


Item 8.01 Other Events.

On January 6, 2021, the Company issued a press release announcing that it had
entered into the Preferred Stock Agreement with the Investor. The press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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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 Transaction. 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
Transaction in the anticipated timeframe or at all, as well as the factors
discussed under the heading "Risk Factors" in our annual report on Form 10-K for
the year ended December 31, 2019, our quarterly reports on Form 10-Q and any
other periodic reports we file with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit Number Description


                                   Form of Amendment to Investor Rights

Agreement between R1 RCM Inc.


                   4.1           and TCP-ASC ACHI Series LLLP.
                                   Preferred Stock Agreement, dated as of January 5, 2021, between R1
                  10.1           RCM Inc. and TCP-ASC ACHI Series LLLP.
                  99.1             Press Release of R1, dated January     6    , 2021
                   104           Cover Page Interactive Data File - the cover page iXBRL tags are
                                 embedded within the Inline XBRL document.


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