0001910851falseR1 RCM Inc. /DE00019108512024-02-052024-02-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________

FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2024
____________
R1 RCM Inc.
(Exact Name of Registrant as Specified in Charter)  
 ____________
Delaware001-4142887-4340782
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
433 W. Ascension Way84123
Suite 200
Murray
Utah
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (312) 324-7820

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))     
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareRCM
NASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐        


Item 1.01    Entry into a Material Definitive Agreement.

On February 5, 2024, R1 RCM Inc. (the “Company”) entered into (i) Amendment No. 1 to the Amended and Restated Investor Rights Agreement, dated as of June 21, 2022, by and among the Company, TCP-ASC ACHI Series LLLP (“TCP-ASC”), and the other parties thereto, and (ii) Amendment No. 1 to the Investor Rights Agreement, dated as of June 21, 2022, by and among the Company, CoyCo 1, L.P. and Coyco 2, L.P. (together, the “CoyCo Entities”), and the other parties thereto. The amendments eliminate TCP-ASC’s and the CoyCo Entities’ respective rights to approve increases to the size of the Company’s Board of Directors.
The amendments were entered into as part of the previously disclosed stipulation of settlement entered into on September 27, 2023 and approved by the Court of Chancery in the State of Delaware on December 14, 2023, with respect to the consolidated stockholder class and derivative action captioned In re R1 RCM Stockholders Litigation.
The foregoing descriptions of the amendments do not purport to be complete and are qualified in their entirety by reference to the text of the amendments, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

R1 RCM INC.
Date: February 6, 2024
By:       /s/ Jennifer Williams                                    
 Name:  Jennifer Williams
 Title:    Chief Financial Officer


Exhibit 10.1
AMENDMENT NO. 1 TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
This Amendment No. 1 to Amended and Restated Investor Rights Agreement, dated as of February 5, 2024 (this "Amendment"), is entered into by and between R1 RCM Inc., a Delaware corporation (the "Company"), and TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (the "Investor").
WHEREAS, reference is made to that certain Amended and Restated Investor Rights Agreement, dated as of June 21, 2022 (the "Agreement"), by and among the Company, R1 RCM Holdco Inc., the Investor and, solely for purposes of Section 4, Section 6 and Section 11 thereof, certain Investor Affiliates (as defined therein);
WHEREAS, Section 11.8 of the Agreement permits the Investor and the Company to amend the Agreement; and
WHEREAS, the parties hereto desire to amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the foregoing and the agreements contained in this Agreement, and intending to be legally bound by this Agreement, the parties hereto agree as follows:
Section 1.Amendment to Agreement.
Section 1.1Section 2.4(b) of the Agreement is hereby amended and restated in its entirety to read as follows:
(b)    [Reserved.]
Section 1.2Any references in the Agreement to Section 2.4(b) shall be deemed removed from the Agreement.
Section 2.Miscellaneous
Section 1.1Except as expressly modified by this Amendment, the Agreement and all the covenants, agreements, terms, provisions and conditions thereof remain unchanged and in full force and effect.
Section 1.2This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto
Section 1.3The provisions of Section 11 of the Agreement shall apply to this Amendment mutatis mutandis.
[signature page follows]



IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Amended and Restated Investor Rights Agreement as of the date first above written.

COMPANY:

R1 RCM INC.
By:/s/ Jennifer Williams
Name: Jennifer Williams
Title: Chief Financial Officer

INVESTOR:

TCP-ASCH ACHI SERIES LLLP
By: TCP-ASC GP, LLC, its General Partner
By:/s/ Glenn F. Miller
Name: Glenn F. Miller
Title: Vice President

                            

Signature Page to Amendment No. 1 to Amended and Restated Investor Rights Agreement
Exhibit 10.2
AMENDMENT NO. 1 TO
INVESTOR RIGHTS AGREEMENT
This Amendment No. 1 to Investor Rights Agreement, dated as of February 5, 2024 (this "Amendment"), is entered into by and among R1 RCM Inc., a Delaware corporation (the "Company"), CoyCo 1, L.P., a Delaware limited partnership ("Coyco 1"), and Coyco 2, L.P., a Delaware limited partnership ("Coyco 2", and together with Coyco 1, the "Investors").
WHEREAS, reference is made to that certain Investor Rights Agreement, dated as of June 21, 2022 (the "Agreement"), by and among the Company, R1 RCM Holdco Inc., the Investors and, solely for purposes of Section 4, Section 6 and Section 11 thereof, a certain Investor Affiliate (as defined therein);
WHEREAS, Section 11.8 of the Agreement permits the Investors and the Company to amend the Agreement; and
WHEREAS, the parties hereto desire to amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the foregoing and the agreements contained in this Agreement, and intending to be legally bound by this Agreement, the parties hereto agree as follows:
Section 1.Amendment to Agreement.
Section 1.1Section 2.4(b) of the Agreement is hereby amended and restated in its entirety to read as follows:
(b)    [Reserved.]
Section 1.2Any references in the Agreement to Section 2.4(b) shall be deemed removed from the Agreement.
Section 2.Miscellaneous
Section 1.1Except as expressly modified by this Amendment, the Agreement and all the covenants, agreements, terms, provisions and conditions thereof remain unchanged and in full force and effect.
Section 1.2This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto
Section 1.3The provisions of Section 11 of the Agreement shall apply to this Amendment mutatis mutandis.
[signature page follows]



IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Investor Rights Agreement as of the date first above written.

COMPANY:

R1 RCM INC.
By:/s/ Jennifer Williams
Name: Jennifer Williams
Title: Chief Financial Officer

INVESTORS:

COYCO 1, L.P.
By: COYCO GP, L.L.C., its General Partner
By:/s/ Matthew S. Holt
Name: Matthew S. Holt
Title: President
COYCO 2, L.P.
By: COYCO GP, L.L.C., its General Partner
By:/s/ Matthew S. Holt
Name: Matthew S. Holt
Title: President

                            

Signature Page to Amendment No. 1 to Investor Rights Agreement
v3.24.0.1
Document and Entity Information Document
Feb. 05, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 05, 2024
Entity Registrant Name R1 RCM Inc. /DE
Entity Incorporation, State or Country Code DE
Entity File Number 001-41428
Entity Tax Identification Number 87-4340782
Entity Address, Address Line One 433 W. Ascension Way
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Murray
Entity Address, State or Province UT
Entity Address, Postal Zip Code 84123
City Area Code 312
Local Phone Number 324-7820
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol RCM
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001910851
Amendment Flag false
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