September 25, 2024

M. Sean Radcliffe
Corporate Secretary
R1 RCM Inc.
433 W. Ascension Way, Suite 200
Murray, UT 84123

       Re: R1 RCM Inc.
           Schedule 13E-3 filed September 3, 2024
           File No. 005-93697
           Preliminary Proxy Statement on Schedule 14A filed August 30, 2024
           File No. 001-41428
Dear M. Sean Radcliffe:

       We have reviewed your filing and have the following comments.

        Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments. All
defined terms used herein have the same meaning as in the preliminary proxy
statement, unless
otherwise indicated.

Schedule 13E-3 filed September 3, 2024 and Preliminary Proxy Statement on
Schedule 14A filed
August 30, 2024
General

1.     It appears that Mr. Joseph Flanagan is an affiliate of the Company and
engaged in the
       Rule 13e-3 transaction. Please include Mr. Flanagan as a filing person
in the Transaction
       Statement and provide all disclosure required from him as a filing
person as a result of
       this comment.
2.     Please provide us your detailed legal analysis as to why CD&R is not
included as a filing
       person in the Transaction Statement.
3.     We note the following disclosure in the Schedule 13E-3: "The information
concerning the
       Company contained in, or incorporated by reference into, this
Transaction Statement and
       the Proxy Statement was supplied by the Company. Similarly, all
information concerning
       each other Filing Person contained in, or incorporated by reference
into, this Transaction
 September 25, 2024
Page 2

       Statement and the Proxy Statement was supplied by such Filing Person. No
Filing Person,
       including the Company, is responsible for the accuracy of any
information supplied by
       any other Filing Person." This statement is inconsistent with the
disclosures in the filing,
       including the required attestation that appears at the outset of the
signature pages, and
       operates as an implied disclaimer of responsibility for the filing.
Please revise or delete.
4.     We note the description of the Debt Commitment Letters, starting on page
104 of the
       Proxy Statement, which along with the Equity Commitment Letter and
available Cash on
       Hand will fund the Merger and the related Transactions. Please file the
Debt Commitment
       Letters as exhibits to the Transaction Statement. See Item 16 of
Schedule 13E-3 and Item
       1016(b) of Regulation M-A.
5.     Please provide the disclosure required by Item 12 of Schedule 13E-3 and
Item 1012(e) of
       Regulation M-A with respect to the Company   s executive officers and
directors.
Summary Term Sheet, page 1

6.     Item 1001 of Regulation M-A requires that a summary term sheet briefly
describe in
       bullet point format the most material terms of the proposed transaction.
Please revise to
       shorten the 'Summary Term Sheet' and the 'Questions and Answers About
the Merger and
       the Special Meeting' sections significantly while keeping the most
material terms of the
       proposed Rule 13e-3 transaction.
Background of the Merger, page 22

7.     The Special Committee initially required that any transaction proposals
made by New
       Mountain and TA be made under the MFW Framework. We note that the
Special
       Committee preserved its "flexibility to request the MFW Framework at a
later time as a
       condition to submitting [a] proposal" when approving the May 6 Waiver,
but there is no
       further mention of the MFW Framework in this section. Please revise to
disclose any later
       consideration of structuring this Rule 13e-3 transaction under the MFW
Framework and
       any related negotiations. See Item 8 of Schedule 13E-3 and Item 1014(c)
of Regulation
       M-A.
Reasons for the Merger; Recommendation of the Special Committee and the Board,
page 52

8.     The factors listed in Instruction 2 to Item 1014 of Regulation M-A,
paragraphs (c), (d) and
       (e) of Item 1014, and Item 1015 of Regulation M-A are generally relevant
to each filing
       person   s fairness determination and should be discussed in reasonable
detail. See
       Question Nos. 20 and 21 of the Exchange Act Release No. 34-17719 (April
13, 1981).
       Please revise this section to include the factor described in Item
1014(c) or explain why
       such factor was not deemed material or relevant to the fairness
determination of the
       Special Committee and the Board. If the procedural safeguard in Item
1014(c) was not
       considered, please explain why the Special Committee and the Board
believe that the Rule
       13e-3 transaction is fair in the absence of such safeguard.
9.     See comment 8 above. We note that the Special Committee considered the
analyses and
       conclusion underlying the opinions of Qatalyst Partners and Barclays in
making its
       fairness determination and that the Board and Buyer Filing Parties
considered and adopted
       the Special Committee's analysis. Note that if any filing person has
based its fairness
       determination on the analysis of factors undertaken by others, such
person must expressly
 September 25, 2024
Page 3

       adopt this analysis as their own in order to satisfy the disclosure
obligation under Item 8
       of Schedule 13E-3 and Item 1014(b) of Regulation M-A. See Question 20 of
Exchange
       Act Release No. 34-17719 (April 13, 1981). Please revise to state, if
true, that the Special
       Committee ultimately adopted the Qatalyst Partners and Barclays analyses
and opinions
       as its own. Alternatively, please briefly explain to us how the Company
has satisfied its
       obligation to disclose the material factors upon which its fairness
determination is based.
10.    On a related note, please address how any filing person relying on the
Qatalyst Partners
       and Barclays opinions was able to reach the fairness determination as to
unaffiliated
       security holders given that the fairness opinions addressed fairness
with respect to (i)
       "holders of the Common Stock (other than the holders of the Excluded
Shares)" and (ii)
       "holders of the Common Stock (other than the holders of Owned Company
Shares and
       Dissenting Company Shares)," respectively, rather than all security
holders unaffiliated
       with the Company. See Exchange Act Rule 13e-3(a)(4), Item 8 of Schedule
13E-3, and
       Item 1014(a) of Regulation M-A.
Opinion of Qatalyst Partners LP, page 61

11.    Please revise the 'Summary of Qatalyst Partners' Financial Analyses'
section to disclose
       the data underlying the results described in each analysis and to show
how that
       information resulted in the multiples and values disclosed. For example,
disclose (i) the
       fully diluted enterprise value and the estimated Adjusted EBITDA for the
calendar year
       2025, for each selected company that is the basis for the multiples
disclosed on page 65 of
       the Proxy Statement with respect to the 'Selected Companies Analysis'
and (ii) the fully
       diluted enterprise value, the last-twelve-months' Adjusted EBITDA, and
the consensus
       estimate of the next-twelve-months' Adjusted EBITDA, for the target
company in each
       selected transaction that is the basis for the multiples disclosed on
page 66 of the Proxy
       Statement with respect to the 'Selected Transactions Analysis.'
12.    We note in the 'Selected Transactions Analysis' that Qatalyst Partners
used a range of
       LTM Adjusted EBITDA multiples from 12.0x to 16.0x and a range of NTM
Adjusted
       EBITDA multiples ranging from 11.0x to 15.0x in calculating the implied
value per share
       of Common Stock. Please explain why these multiple ranges are on the
lower end of the
       multiples determined based on comparable transactions as shown in the
table on page 66
       of the Proxy Statement.
13.    We note your summary of the Preliminary Qatalyst Partners Presentations
beginning on
       page 67 of the Proxy Statement. Please revise this summary to include
the procedures
       followed, the findings and recommendations, the bases for and methods of
arriving at
       such findings and recommendations, any instructions that Qatalyst
Partners received from
       the Special Committee, and any limitation imposed by the Special
Committee on the
       scope of the investigation. See Item 9 of Schedule 13E-3 and Item
1015(b)(6) of
       Regulation M-A. To the extent that one or more of the presentations are
the same as other
       presentations that you have already described in the revised disclosure,
provide a
       summary of material differences.
Opinion of Barclays Capital Inc., page 69

14.    See comment 11 above. Please revise the 'Summary of Material Financial
Analyses'
       section to disclose the data underlying the results described in each
analysis and to show
 September 25, 2024
Page 4

       how that information resulted in the multiples and values disclosed. For
example, disclose
       (i) the enterprise value, the estimated adjusted EBITDA for the calendar
year 2024 and
       2025, and the resulting multiples for each selected company that is the
basis for the
       summary table disclosed on page 73 of the Proxy Statement with respect
to the 'Selected
       Comparable Company Analysis' and (ii) the enterprise value and the LTM
EBITDA for
       the target company in each selected transaction as well as the resulting
multiple for each
       selected transaction that is the basis for the summary table disclosed
on page 74 of the
       Proxy Statement with respect to the 'Selected Precedent Transaction
Analysis.'
15.    See comment 13 above. We note your summary of the Preliminary Barclays
Presentations
       beginning on page 76 of the Proxy Statement. Please revise this summary
to include the
       information required by Item 1015(b)(6) of Regulation M-A.
Certain Effects of the Merger for the Buyer Filing Parties, page 84

16.    Please revise to state, in dollar amounts and percentages, each
individual affiliate   s
       specific interest in the Company's net book value and net earnings
before and after the
       Rule 13e-3 transaction, or otherwise advise. See Instruction 3 to Item
1013 of Regulation
       M-A.
Unaudited Prospective Financial Information, page 85

17.    Please revise to include the full Unaudited Prospective Financial
Information instead of
       providing summaries of these projections.
Financing of the Merger, page 103

18.    We note the description of the Debt Commitment Letters, starting on page
104 of the
       Proxy Statement. Please expand upon the summary of these letters to
include the
       collateral (if any) and the stated and effective interest rates. For
example, specify the
          base rate    and    applicable margin    referenced in this section.
See Item 10 of Schedule
       13E-3 and Item 1007(d)(1) of Regulation M-A.
The Merger Agreement, page 117

19.    We note that the first and second paragraph of this section state that
the provided
       summary of the Merger Agreement    does not purport to be complete.
Please revise to
       remove the implication that this summary is not complete. While you may
include
       appropriate disclaimers concerning the nature of a summary generally, it
must be
       complete in describing all material terms of the Merger Agreement. You
can direct
       investors to read Annex A to the Proxy Statement for a more complete
discussion.
Selected Historical Consolidated Financial Data, page 144

20.    In circumstances where the registrant elects to incorporate by reference
the information
       required by Item 1010(a) and (b) of Regulation M-A, all the summarized
financial
       information required by Item 1010(c) must be disclosed in the document
furnished to
       security holders. See Instruction 1 to Item 13 of Schedule 13E-3. In
addition, please refer
       to telephone interpretation I.H.7 in the July 2001 supplement to our
Manual of Publicly
       Available Telephone Interpretations    that is available on the
Commission   s website at
       http://www.sec.gov for guidance on complying with a similar instruction
in the context of
       a tender offer. Please revise your disclosure to include a summary of
the Company's
 September 25, 2024
Page 5

       income (loss) for the six months ended June 30, 2024 as reported in the
Quarterly Report
       on Form 10-Q filed on August 7, 2024. See Item 1010(a)(2) and (c)(1) of
Regulation M-A
       as well as Rule 1-02(bb)(1)(ii) of Regulation S-X.
Certain Transactions in the Shares of Common Stock, page 150

21.    We note the disclosure on page 150 of the Proxy Statement that
neither the Buyers nor
       TA or their respective affiliates have purchased any shares of Common
Stock during the
       past two years.    Please revise to indicate whether the Company has
purchased any shares
       of its Common Stock during the past two years, and if so, provide the
disclosure specified
       in Item 1002(f) of Regulation M-A. For example, we note that the Company
repurchased
       2,080,518 shares of its Common Stock in 2022 under a repurchase program
per the
       Company   s Annual Report on Form 10-K filed on February 27, 2024.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Shane Callaghan at 202-551-6977 or Daniel
Duchovny at
202-551-3619.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Mergers &
Acquisitions