UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM  i 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):  i September 8, 2022

 

R1 RCM Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

i Delaware		i 001-41428		i 87-4340782
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

i 434 W. Ascension Way  i 6th Floor  i Murray  i Utah		i 84123
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:  i (312)  i 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:

 

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐	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 class		Trading Symbol(s)		Name of each exchange on which registered
i Common stock, par value $0.01 per share		i RCM		i 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   i ☐

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 September 8, 2022, R1 RCM Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc. and Barclays Capital Inc. (the “Underwriters”), and the selling stockholder listed on Schedule 2 thereto (the “Selling Stockholder”) with respect to an underwritten offering of 15,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, to be sold by the Selling Stockholder. The closing of the offering and delivery of the Shares is expected to occur on September 13, 2022, subject to customary closing conditions. The Company will not receive any proceeds from the sale of the Shares.

The offering is being made pursuant to an automatically effective Registration Statement on Form S-3ASR (File No. 333-267331) filed with the Securities and Exchange Commission (the “SEC”) on September 8, 2022, including a related base prospectus. A prospectus supplement relating to the offering has been filed with the SEC.

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1, and incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits

 

Exhibit Number		Description
1.1		Underwriting Agreement, dated as of September 8, 2022, by and among the Company, the Selling Stockholder and the Underwriters
104		Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

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.

Date: September 12, 2022