SC 13D/A

Aggregate amount beneficially owned by each reporting person

124,910,408

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Percent of class represented by amount in Row (11)

29.7%*

Type of reporting person (see instructions)

PN

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

R1 RCM Inc.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

77634L 105

(CUSIP Number)

New Mountain Capital, L.L.C.

1633 Broadway, 48th Floor

New York, New York 10019

(212) 720-0300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 2, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 77634L 105

Schedule 13D

Page 2 of 14


(1)		Names of reporting persons CoyCo 1, L.P.
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware


Number of shares beneficially owned by each reporting person with:	(7)	Sole voting power 0
	(8)	Shared voting power 124,910,408
	(9)	Sole dispositive power 0
	(10)	Shared dispositive power 124,910,408

*	Based on 421,255,230 shares of common stock (the “Common Stock”) of R1 RCM Inc. (the “Issuer”) outstanding as of May 6, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2024 (the “Form 10-Q”).

CUSIP No. 77634L 105

Schedule 13D

Page 3 of 14


(1)		Names of reporting persons CoyCo 2, L.P.
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware


Number of shares beneficially owned by each reporting person with:	(7)	Sole voting power 0
	(8)	Shared voting power 11,075,180
	(9)	Sole dispositive power 0
	(10)	Shared dispositive power 11,075,180

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.

CUSIP No. 77634L 105

Schedule 13D

Page 4 of 14


(1)		Names of reporting persons CoyCo GP, L.L.C.
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware


Number of shares beneficially owned by each reporting person with:	(7)	Sole voting power 0
	(8)	Shared voting power 135,985,588
	(9)	Sole dispositive power 0
	(10)	Shared dispositive power 135,985,588

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.

CUSIP No. 77634L 105

Schedule 13D

Page 5 of 14


(1)		Names of reporting persons New Mountain Partners V (AIV-D), L.P.
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware


Number of shares beneficially owned by each reporting person with:	(7)	Sole voting power 0
	(8)	Shared voting power 135,985,588
	(9)	Sole dispositive power 0
	(10)	Shared dispositive power 135,985,588

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.

CUSIP No. 77634L 105

Schedule 13D

Page 6 of 14


(1)		Names of reporting persons New Mountain Investments V, L.L.C.
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware


Number of shares beneficially owned by each reporting person with:	(7)	Sole voting power 0
	(8)	Shared voting power 135,985,588
	(9)	Sole dispositive power 0
	(10)	Shared dispositive power 135,985,588

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.

CUSIP No. 77634L 105

Schedule 13D

Page 7 of 14


(1)		Names of reporting persons New Mountain Capital, L.L.C.
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware


Number of shares beneficially owned by each reporting person with:	(7)	Sole voting power 0
	(8)	Shared voting power 135,985,588
	(9)	Sole dispositive power 0
	(10)	Shared dispositive power 135,985,588

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.

CUSIP No. 77634L 105

Schedule 13D

Page 8 of 14


(1)		Names of reporting persons New Mountain Capital Group, L.P.
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware


Number of shares beneficially owned by each reporting person with:	(7)	Sole voting power 0
	(8)	Shared voting power 135,985,588
	(9)	Sole dispositive power 0
	(10)	Shared dispositive power 135,985,588

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.

CUSIP No. 77634L 105

Schedule 13D

Page 9 of 14


(1)		Names of reporting persons NM Holdings GP, L.L.C.
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization Delaware


Number of shares beneficially owned by each reporting person with:	(7)	Sole voting power 0
	(8)	Shared voting power 135,985,588
	(9)	Sole dispositive power 0
	(10)	Shared dispositive power 135,985,588

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.

CUSIP No. 77634L 105

Schedule 13D

Page 10 of 14


(1)		Names of reporting persons Steven B. Klinsky
(2)		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
(3)		SEC use only
(4)		Source of funds (see instructions) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
(6)		Citizenship or place or organization United States of America


Number of shares beneficially owned by each reporting person with:	(7)	Sole voting power 0
	(8)	Shared voting power 135,985,588
	(9)	Sole dispositive power 0
	(10)	Shared dispositive power 135,985,588

*	Based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.

CUSIP No. 77634L 105

Schedule 13D

Page 11 of 14

This Amendment No. 8 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on July 1, 2022, as amended on October 3, 2023, February 7, 2024, February 26, 2024, April 29, 2024, May 7, 2024, June 14, 2024 and July 1, 2024 (collectively, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, this “Statement”), with respect to the Common Stock. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is amended and supplemented by adding the following:

On July 1, 2024, the Investors submitted the July 1 Waiver Request to the Issuer, and the Issuer promptly approved the submission by the Investors or their affiliates of confidential private acquisition proposals to the Issuer and compliance with associated disclosure requirements. On July 2, 2024, New Mountain Capital L.L.C., on behalf of certain managed funds, delivered to the Special Committee (the “Special Committee”) of the Board of Directors of the Issuer (the “Board”) a non-binding proposal (the “Proposal”) to acquire all of the outstanding shares of the Issuer’s Common Stock not owned by the Investors for a purchase price of $13.25 per share in cash (the “Proposed Transaction”).

No response has been provided to the Proposal. Any definitive agreement entered into in connection with the Proposed Transaction would be subject to customary closing conditions, including approval by the Special Committee and the Board, stockholder approval and approval by (or clearance from) any applicable regulatory authorities. No assurances can be given that a definitive agreement will be reached, that the Proposed Transaction will be consummated, or that the Proposed Transaction will be consummated on the terms set forth in the Proposal. While the Proposal and the Proposed Transaction remain under consideration by the Issuer, the Reporting Persons and their affiliates expect to respond to inquiries from, and, if invited, to negotiate the terms of the Proposal with, the Issuer and its representatives. The Reporting Persons do not intend to provide additional disclosure regarding the Proposal or the Proposed Transaction unless and until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable U.S. securities laws.

The Reporting Persons and their affiliates reserve the right to modify the Proposal at any time. Subject to the restrictions set forth in the Investor Rights Agreement, the Reporting Persons and their affiliates reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. Subject to the restrictions set forth in the Investor Rights Agreement, if the Proposed Transaction is not consummated, the Reporting Persons and their affiliates will continue to regularly review and assess their investment in the Issuer and, depending on market conditions and other factors, may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

The foregoing description of the Proposal does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Proposal, which is attached hereto as Exhibit 9.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is amended and restated in its entirety as follows:

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Statement and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.

(a) and (b) The percentages in this Item 5 and in other provisions of this Statement relating to beneficial ownership of Common Stock are based on based on 421,255,230 shares of Common Stock outstanding as of May 8, 2024, as reported by the Issuer in the Form 10-Q.

CUSIP No. 77634L 105

Schedule 13D

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(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.

(e) Not applicable.

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is amended and supplemented by adding the following:

Signatures

After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

Dated: July 2, 2024


		CoyCo 1, L.P.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Vice President

		CoyCo 2, L.P.; By its General Partner CoyCo GP, L.L.C.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Vice President

		CoyCo GP, L.L.C.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Vice President

		New Mountain Partners V (AIV-D), L.P.; By its General Partner New Mountain Investments V, L.L.C.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Authorized Signatory

		New Mountain Investments V, L.L.C.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Authorized Signatory

		New Mountain Capital, L.L.C.; By its Managing Member New Mountain Capital Group, L.P.; By its General Partner NM Holdings GP, L.L.C.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Authorized Signatory

		New Mountain Capital Group, L.P.; By its General Partner NM Holdings GP, L.L.C.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Authorized Signatory

CUSIP No. 77634L 105

Schedule 13D

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		NM Holdings GP, L.L.C.

By:		/s/ Adam B. Weinstein
		Name: Adam B. Weinstein
		Title: Authorized Signatory

Steven B. Klinsky

		/s/ Steven B. Klinsky

EX-99.9

Exhibit 9

STRICTLY CONFIDENTIAL

VIA EMAIL

July 2, 2024

Members of the Special Committee of the Board of Directors

R1 RCM Inc.

434 W. Ascension Way, 6th Floor

Murray, Utah 84123

Attn: General Counsel

Dear Members of the Special Committee:

New Mountain Capital L.L.C. (“New Mountain”), on behalf of certain managed funds (collectively, the “New Mountain Funds”) is pleased to submit this non-binding proposal to acquire all of the outstanding shares of common stock of R1 RCM Inc., a Delaware corporation (the “Company”), that are not currently owned by 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”) or their respective affiliates for cash consideration of $13.25 per share (our “Proposal”). As you know, the Investors are among the largest stockholders of the Company, collectively owning approximately 32% of the Company’s outstanding common stock.

We believe that our Proposal provides compelling value and immediate liquidity to the Company’s public stockholders. Specifically, $13.25 per share represents a significant premium of 30.3% to the closing price per share of $10.17 on January 25, 2024, the day prior to our initial request for a waiver of certain provisions of our Investor Rights Agreement, and a premium of 31.6% to the 30-day volume-weighted average price per share of $10.07 as of such date. As of February 23, 2024, the last trading day prior to our amended request for a waiver, $13.25 per share represented a more than 29.1% premium to the 30-day volume-weighted average price of $10.26.

We have completed our business due diligence and are prepared to move forward with completing definitive documentation and signing a transaction by July 12, 2024. The $13.25 per share price proposed herein reflects the completion of diligence and takes into account events that have occurred subsequent to our initial waiver request on January 26, 2024.

In addition to delivering significant and certain value to the Company’s existing stockholders, we believe that consummation of our proposed transaction will allow the Company to better focus on serving its customers and executing its long-term business plan without the distractions that come with operating as a public company. In a private context, with additional investment and value-added support from the New Mountain Funds, the Company would be able to efficiently execute on its objectives and deliver additional benefit to clients and employee stakeholders.

Our Proposal assumes a recapitalization of the Company’s indebtedness with new third-party debt financing from Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC. We have received commitment letters and can share them with you at your request. The equity financing to support the Proposal would be funded by the rollover of the Investors’ existing 32% common stock ownership interest in the Company and new cash equity to be provided or arranged by the New Mountain Funds.

Prior to signing any definitive documentation, as part of customary pre-signing discussions with customers, we would expect to discuss with the Company’s current customer stockholders (Ascension Health, Intermountain, LifePoint Health, Providence and Sutter) their interest in maintaining or increasing their equity investment in the Company through new investment or through a rollover of all or a portion of their current common stock positions. In addition to current customer stockholders, we would also welcome having TowerBrook Capital Partners participate as a co-investor in the transaction. In order to provide certainty to the Company, our Proposal is not contingent on any current direct or indirect stockholders participating or rolling their existing ownership interest in the Company into the transaction.

This Proposal has been approved by New Mountain’s investment committee. We have completed our business due diligence and, based on our existing knowledge of the Company and our willingness to commit the time and resources necessary to complete the transaction, we are confident that with appropriate engagement by the Company and its advisors, we can expeditiously sign definitive documentation. Our Proposal remains subject to the negotiation and execution of mutually acceptable definitive agreements, and our counsel will share a draft merger agreement with the Special Committee’s advisors later today.

As required by their role as stewards of this process, we expect that the Special Committee will consider our Proposal promptly and make a recommendation to the full Board of Directors for their consideration in accordance with their fiduciary duties. The consummation of the transactions contemplated by our Proposal will be conditioned upon approval by both the Special Committee and the Board of Directors. Given our existing stake in and history with the Company, we are in a position to complete the transaction quickly. If and when approved by the Special Committee, we would also like to discuss with members of management whether they would have any interest in rolling over a portion of their equity in the transaction.

This Proposal is a non-binding expression of interest only, does not constitute an offer subject to binding acceptance, and is subject to execution of mutually acceptable definitive transaction documentation. We reserve the right to withdraw or modify our Proposal at any time. No legal obligation with respect to the Proposal or any other transaction shall arise unless and until we have executed definitive transaction documentation with the Company.

We have engaged Ropes & Gray LLP, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC to advise us on this transaction.

We would appreciate the opportunity to discuss our Proposal with the Special Committee and its advisors as soon as possible. We and our advisors look forward to working with the Special Committee and the Board of Directors and their advisors to negotiate and consummate a mutually acceptable transaction. We are available at your convenience to discuss any aspects of our Proposal.

Sincerely,


New Mountain Capital L.L.C.

By:		/s/ Matthew S. Holt
Name: Matthew S. Holt
Title: Managing Director & President, Private Equity