R1 RCM INC. ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The Transaction Agreement
On
The consummation of the Transactions is subject to certain conditions,
including, among other things (a) 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 ("HSR Approval"),
(b) the effectiveness of the Registration Statement (as defined below) relating
to the Holding Company Reorganization, (c) approval by shareholders of the
Company of the issuance of NewR1 Common Stock to the Sellers (the "Issuance"),
(d) approval for listing on
The foregoing description of the transaction and the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement, which will be filed by amendment on Form 8-K/A to this Current Report within four business days of the date hereof as Exhibit 2.1.
Holding Company Reorganization
Pursuant to the Transaction Agreement, immediately prior to the completion of
the Acquisition, the Company will implement the Holding Company Reorganization,
which will result in NewR1 owning all of the capital stock of the Company. NewR1
will initially be a direct, wholly owned subsidiary of the Company. Pursuant to
the Holding Company Reorganization, R1 Merger Sub, a newly formed entity and a
direct, wholly owned subsidiary of NewR1 and an indirect, wholly owned
subsidiary of the Company, will merge with and into the Company, with the
Company surviving as a direct, wholly owned subsidiary of NewR1. Each share of
the Company's common stock, par value
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The Holding Company Reorganization will be conducted pursuant to Section 251(g)
of the General Corporation Law of the
Furthermore, the conversion will occur automatically without an exchange of stock certificates. Stock certificates previously representing shares of Company Common Stock will represent the same number of shares of NewR1 Common Stock after the Holding Company Reorganization. Each person entered as the owner in a book entry that, immediately prior to the Holding Company Reorganization, . . .
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The information in Item 2.02 of this Current Report on Form 8-K of the Company
is intended to furnish certain estimated financial and operating results of the
Company as of and for the fiscal year ended
The estimated financial and operating results as of and for the Company's fiscal
year ended
The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.2 hereto, is being "furnished" to comply with Item 2.02 of Form 8-K and shall not be deemed "filed" by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
ITEM 7.01. REGULATION FD DISCLOSURE.
On
Attached as Exhibit 99.2 and incorporated by reference herein is an investor
presentation dated
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
ITEM 8.01. OTHER EVENTS. Debt Commitment Letters
Concurrently with the signing of the Transaction Agreement, the Company entered
into a debt commitment letter, dated as of
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(five (5) business days after the termination date with respect to the
Agreement). The proceeds of the Incremental Term Loan will be used, together
with the Company's cash on hand, to finance the Transactions (including related
fees and expense). The Incremental Term Loan will have terms generally
consistent with those of the Company's existing term loans (the "Initial Term
Loans") under the Credit Agreement, dated as of
The commitments set forth in the Commitment Letter are subject to customary conditions contained in the Commitment Letter, including the execution of definitive documentation and the consummation of the Transactions. The representations and warranties, affirmative and negative covenants, indemnity obligations and events of default set forth in the Credit Agreement will apply to the Incremental Term Loan. The Company will pay certain customary fees in connection with the Incremental Term Loan.
In addition, on
Additional Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between the
Company and the Cloudmed entities. This Current Report on Form 8-K does not
constitute an offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. The Company intends to file a registration statement on Form S-4
with the
Investors and security holders will be able to obtain free copies of the
registration statement, the proxy statement / prospectus and all other relevant
documents filed or that will be filed with the
The documents filed by the Company with the
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's shareholders in connection with the proposed transaction. A list of the names of such
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directors and executive officers and information regarding their interests in the Transactions will be contained in the proxy statement / prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This Current Report on Form 8-K includes information that may constitute
"forward-looking statements" made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements
generally relate to future events and relationships, plans, future growth and
future performance, including, but not limited to, statements about the expected
timing, completion and effects of the proposed transaction, our strategic
initiatives, our capital plans, our costs, our ability to successfully implement
new technologies, our future financial and operational performance, and our
liquidity. These statements are often identified by the use of words such as
"anticipate," "believe," "estimate," "expect," "intend," "designed," "may,"
"plan," "predict," "project," "target," "contemplate," "would," "seek," "see"
and similar expressions or variations or negatives of these words, although not
all forward-looking statements contain these identifying words. These statements
are based on various assumptions, whether or not identified in this
presentation, and on the current expectations of the Company's and Cloudmed's
management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a guarantee, assurance,
prediction or definitive statement of fact or probability. Actual outcomes and
results may differ materially from those contemplated by these forward-looking
statements as a result of uncertainties, risks, and changes in circumstances,
including but not limited to risk and uncertainties related to: (i) the ability
of the parties to consummate the proposed transaction in a timely manner or at
all; (ii) satisfaction of the conditions precedent to the consummation of the
proposed transaction, including the receipt of required regulatory and
shareholder approvals; (iii) the Company's ability to timely and successfully
achieve the anticipated benefits and potential synergies of the proposed
transaction, and (iv) the impact of health epidemics, including the COVID-19
pandemic, on our business and any actions that we may take in response thereto.
Additional risks and uncertainties that could cause actual outcomes and results
to differ materially from those contemplated by the forward-looking statements
are included under the heading "Risk Factors" in our annual report on Form 10-K
for the year ended
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits 2.1^ Transaction Agreement and Plan of Merger, dated as ofJanuary 9, 2022 among the Company, NewR1, R1 Merger Sub and the Sellers 4.1^ Form of Second Amended and Restated Registration Rights Agreement between the Company, NewR1, TCP-ASC, IHC, LifePoint and the Sellers 4.2^ Form of Amended and Restated Investor Rights Agreement between the Company, NewR1 and TCP-ASC 4.3^ Form of Investor Rights Agreement between NewR1 and the Sellers 10.1^ Voting Agreement, dated as ofJanuary 9, 2022 , between the Company, Revint and TCP-ASC 99.1* Press release datedJanuary 10, 2022 99.2* Investor presentation datedJanuary 10, 2022 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document * -Filed herewith ^ -To be filed by amendment
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