0000899243-22-034483.txt : 20221028
0000899243-22-034483.hdr.sgml : 20221028
20221028185926
ACCESSION NUMBER: 0000899243-22-034483
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221026
FILED AS OF DATE: 20221028
DATE AS OF CHANGE: 20221028
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KLINSKY STEVEN B
CENTRAL INDEX KEY: 0001018327
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41428
FILM NUMBER: 221343401
MAIL ADDRESS:
STREET 1: C/O NEW MOUNTAIN CAPITAL, L.L.C.
STREET 2: 1633 BROADWAY, 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: New Mountain Capital, L.L.C.
CENTRAL INDEX KEY: 0001407718
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41428
FILM NUMBER: 221343409
BUSINESS ADDRESS:
STREET 1: 1633 BROADWAY
STREET 2: 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 720-0300
MAIL ADDRESS:
STREET 1: 1633 BROADWAY
STREET 2: 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NM Holdings GP, L.L.C.
CENTRAL INDEX KEY: 0001776766
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41428
FILM NUMBER: 221343402
BUSINESS ADDRESS:
STREET 1: 787 SEVENTH AVENUE, 49TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-720-0300
MAIL ADDRESS:
STREET 1: 787 SEVENTH AVENUE, 49TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: New Mountain Capital Group, L.P.
CENTRAL INDEX KEY: 0001777024
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41428
FILM NUMBER: 221343403
BUSINESS ADDRESS:
STREET 1: 787 SEVENTH AVENUE, 49TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-720-0300
MAIL ADDRESS:
STREET 1: 787 SEVENTH AVENUE, 49TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: New Mountain Partners V (AIV-D), L.P.
CENTRAL INDEX KEY: 0001933971
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41428
FILM NUMBER: 221343405
BUSINESS ADDRESS:
STREET 1: C/O NEW MOUNTAIN CAPITAL, L.L.C
STREET 2: 1633 BROADWAY, 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-720-0300
MAIL ADDRESS:
STREET 1: C/O NEW MOUNTAIN CAPITAL, L.L.C
STREET 2: 1633 BROADWAY, 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: New Mountain Investments V, L.L.C.
CENTRAL INDEX KEY: 0001844960
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41428
FILM NUMBER: 221343404
BUSINESS ADDRESS:
STREET 1: 1633 BROADWAY
STREET 2: 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 720-0300
MAIL ADDRESS:
STREET 1: 1633 BROADWAY
STREET 2: 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CoyCo 1, L.P.
CENTRAL INDEX KEY: 0001933650
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41428
FILM NUMBER: 221343408
BUSINESS ADDRESS:
STREET 1: C/O NEW MOUNTAIN CAPITAL, L.L.C
STREET 2: 1633 BROADWAY, 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-720-0300
MAIL ADDRESS:
STREET 1: C/O NEW MOUNTAIN CAPITAL, L.L.C
STREET 2: 1633 BROADWAY, 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CoyCo GP, L.L.C.
CENTRAL INDEX KEY: 0001933937
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41428
FILM NUMBER: 221343406
BUSINESS ADDRESS:
STREET 1: C/O NEW MOUNTAIN CAPITAL, L.L.C
STREET 2: 1633 BROADWAY, 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-720-0300
MAIL ADDRESS:
STREET 1: C/O NEW MOUNTAIN CAPITAL, L.L.C
STREET 2: 1633 BROADWAY, 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CoyCo 2, L.P.
CENTRAL INDEX KEY: 0001933942
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41428
FILM NUMBER: 221343407
BUSINESS ADDRESS:
STREET 1: C/O NEW MOUNTAIN CAPITAL, L.L.C
STREET 2: 1633 BROADWAY, 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-720-0300
MAIL ADDRESS:
STREET 1: C/O NEW MOUNTAIN CAPITAL, L.L.C
STREET 2: 1633 BROADWAY, 48TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: R1 RCM Inc. /DE
CENTRAL INDEX KEY: 0001910851
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741]
IRS NUMBER: 874340782
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 434 W. ASCENSION WAY, 6TH FLOOR
CITY: MURRAY
STATE: UT
ZIP: 84123
BUSINESS PHONE: (312) 324-7820
MAIL ADDRESS:
STREET 1: 434 W. ASCENSION WAY, 6TH FLOOR
CITY: MURRAY
STATE: UT
ZIP: 84123
FORMER COMPANY:
FORMER CONFORMED NAME: PROJECT ROADRUNNER PARENT INC.
DATE OF NAME CHANGE: 20220211
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-10-26
0
0001910851
R1 RCM Inc. /DE
RCM
0001407718
New Mountain Capital, L.L.C.
1633 BROADWAY, 48TH FLOOR
NEW YORK
NY
10019
1
0
1
0
0001933650
CoyCo 1, L.P.
C/O NEW MOUNTAIN CAPITAL, L.L.C.
1633 BROADWAY, 48TH FLOOR
NEW YORK
NY
10019
1
0
1
0
0001933942
CoyCo 2, L.P.
C/O NEW MOUNTAIN CAPITAL, L.L.C.
1633 BROADWAY, 48TH FLOOR
NEW YORK
NY
10019
1
0
1
0
0001933937
CoyCo GP, L.L.C.
C/O NEW MOUNTAIN CAPITAL, L.L.C.
1633 BROADWAY, 48TH FLOOR
NEW YORK
NY
10019
1
0
1
0
0001933971
New Mountain Partners V (AIV-D), L.P.
C/O NEW MOUNTAIN CAPITAL, L.L.C.
1633 BROADWAY, 48TH FLOOR
NEW YORK
NY
10019
1
0
1
0
0001844960
New Mountain Investments V, L.L.C.
C/O NEW MOUNTAIN CAPITAL, L.L.C.
1633 BROADWAY, 48TH FLOOR
NEW YORK
NY
10019
1
0
1
0
0001777024
New Mountain Capital Group, L.P.
1633 BROADWAY, 48TH FLOOR
NEW YORK
NY
10019
1
0
1
0
0001776766
NM Holdings GP, L.L.C.
C/O NEW MOUNTAIN CAPITAL, L.L.C.
1633 BROADWAY, 48TH FLOOR
NEW YORK
NY
10019
1
0
1
0
0001018327
KLINSKY STEVEN B
C/O NEW MOUNTAIN CAPITAL, L.L.C.
1633 BROADWAY, 48TH FLOOR
NEW YORK
NY
10019
1
0
1
0
Common Stock
2022-10-26
4
J
0
46392
A
124910408
I
See Notes
Common Stock
2022-10-26
4
J
0
9454
A
11075180
I
See Notes
On January 9, 2022, CoyCo 1, L.P. ("CoyCo 1") and CoyCo 2, L.P. ("CoyCo 2") entered into a Transaction Agreement and Plan of Merger (the "Transaction Agreement") with R1 RCM Holdco Inc. (f/k/a R1 RCM Inc.), formerly the Issuer's parent, Project Roadrunner Merger Sub Inc., formerly a wholly owned subsidiary of the Issuer, and Revint Holdings, LLC, a Delaware limited liability company ("Cloudmed"), pursuant to which CoyCo 1 and CoyCo 2 contributed 100% of the equity of a blocker parent of their subsidiaries, which included Cloudmed, to the Issuer in exchange for 135,929,742 shares of common stock of the Issuer and $1,000,000 (the "Acquisition"). The Acquisition closed on June 21, 2022 (the "Closing Date").
The Transaction Agreement included a purchase price adjustment provision which provided that the consideration received by the Reporting Persons in connection with the Acquisition would be adjusted based on Cloudmed's net debt as of closing, transaction expenses and certain cash payments and issuances of securities between signing and closing and in connection with certain incentive plans. The number of shares issuable pursuant to the purchase price adjustment provision was determined on October 26, 2022, pursuant to a formula set forth in the Transaction Agreement which provided that, for the purpose of determining the number of shares issuable, the Issuer's common stock would be valued at $24.83 per share. Pursuant to the purchase price adjustment provision, 55,846 shares are issuable to the Reporting Persons. The Reporting Persons' right to receive such additional shares became fixed and irrevocable on the Closing Date.
Held directly by CoyCo 1.
CoyCo GP, L.L.C. ("CoyCo GP") is the general partner of each of CoyCo 1 and CoyCo 2. New Mountain Partners V (AIV-D), L.P. ("AIV-D") is the manager of CoyCo GP. New Mountain Investments V, L.L.C. ("Investments V") has decision-making power over the disposition and voting of securities of portfolio investments of AIV-D. New Mountain Capital, L.L.C. ("New Mountain Capital") also has voting power over the securities of portfolio investments of AIV-D. New Mountain Capital Group, L.P. ("New Mountain Capital Group") is the managing member of New Mountain Capital. NM Holdings GP, L.L.C. ("NM Holdings GP") is the general partner of New Mountain Capital Group. Steven B. Klinsky is the managing member of New Mountain Investments V and managing member of NM Holdings GP.
Because of their relationships, each of Mr. Klinsky, CoyCo GP, AIV-D, New Mountain Investments V, New Mountain Capital, New Mountain Capital Group and NM Holdings GP may be deemed to beneficially own the Common Shares held by CoyCo 1 and CoyCo 2. Each of Mr. Klinsky, CoyCo GP, AIV-D, New Mountain Investments V, New Mountain Capital, New Mountain Capital Group and NM Holdings GP expressly disclaim beneficial ownership over the securities held by CoyCo 1 and CoyCo 2 except to the extent of their pecuniary interest therein.
Held directly by CoyCo 2.
Subsequent to the closing of the Acquisition, Matthew Holt, Jeremy Delinsky and Kyle Armbrester were appointed to the board of directors of the Issuer pursuant to an Investor Rights Agreement between CoyCo 1, CoyCo 2 and the Issuer. As such, the Reporting Persons may be deemed to be "directors by deputization" of the Issuer.
CoyCo 1, L.P., By: CoyCo GP, L.L.C., its general partner, /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Vice President
2022-10-28
CoyCo 2, L.P., By: CoyCo GP, L.L.C., its general partner, /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Vice President
2022-10-28
CoyCo GP, L.L.C., /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Vice President
2022-10-28
New Mountain Partners V (AIV-D), L.P., By: New Mountain Investments V, L.L.C., its general partner, /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory
2022-10-28
New Mountain Investments V, L.L.C., /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory
2022-10-28
New Mountain Capital Group, L.P., By: NM Holdings GP, L.L.C., /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory
2022-10-28
NM Holdings GP, L.L.C., /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory
2022-10-28
Steven B. Klinsky, /s/ Steven B. Klinsky
2022-10-28