R1 RCM Inc. (NasdaqGS:RCM) entered into the Purchase Agreement to acquire Acclara Solutions, LLC from Providence St. Joseph Health for $680 million on December 5, 2023. The consideration for the acquisition will consist of $675 million in cash and the Warrant to purchase up to 12,192,000 shares of the R1 RCM Inc.?s common stock with an exercise price of $10.52 per share. R1 RCM Inc. expects to finance the cash portion of the consideration and the fees and expenses associated with the acquisition with a combination of a new incremental senior secured first lien term loan B facility, cash on hand, and borrowings under the R1 RCM Inc.?s existing revolving credit facility. Concurrently with the signing of the Purchase Agreement, the R1 RCM Inc. entered into that certain commitment letter, dated as of December 5, 2023, with JPMorgan Chase Bank, N.A., Bank of America, N.A., BofA Securities, Inc. and Barclays Bank PLC for an incremental senior secured first lien term loan B facility up to $500 million. The proceeds of the Incremental Term Loan will be used, together with cash on hand and borrowings under the R1 RCM Inc.?s existing revolving credit facility, to finance the cash consideration of the acquisition and related fees and expenses. Acclara generates ~$300M of Revenue(Acclara metrics are for the LTM ended June 30, 2023 inclusive of Advata Q2 2023 annualized.) and ~$25M Adjusted EBITDA(: Acclara metrics are for the LTM ended June 30, 2023 inclusive of Advata Q2 2023 annualized and Includes expected collective synergies or contributions to revenue and Adjusted EBITDA, as applicable, from the acquisition of Acclara and the 10-year agreement with Providence). over the last twelve months. The consummation of the acquisition is subject to certain conditions, including, among other things, the receipt of regulatory approvals, entry into the Commercial Agreements, 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, and other customary closing conditions. The consummation of the acquisition is not subject to approval from the R1 RCM Inc.?s stockholders. The acquisition is expected to close in early 2024. enterview Partners LLC and J.P. Morgan acted as financial advisors to R1, and Nick Ferrer, David Martinez, Sam Hong, Chris William, Lisa McGimpsey, Carl Crow, Tom Cristy, Jennifer Understahl, Jason Elliott, Adam Weiner, and Polly Hampton of Perkins Coie LLP, Kirkland & Ellis LLP, and Baker Donelson acted as legal counsel. BDT & MSD Partners acted as financial advisor to Providence, and McDermott Will & Emery and ArentFox Schiff LLP acted as legal counsel.

R1 RCM Inc. (NasdaqGS:RCM) completed the acquisition of Acclara Solutions, LLC from Providence St. Joseph Health on January 17, 2024.