On July 31, 2024, R1 RCM Inc. (R1) announced that they have entered into a definitive agreement pursuant to which investment funds affiliated with TowerBrook Capital Partners and Clayton, Dubilier & Rice will acquire R1, a leading provider of technology-driven solutions that transform the patient experience and financial performance of healthcare providers. Transaction negotiations were led by a Special Committee of the Board of Directors of R1 (the Special Committee), which, as previously announced on March 11, 2024, was formed to evaluate strategic alternatives, advised by independent legal and financial advisors, and following the recommendation of the Special Committee, R1’s Board of Directors approved the transaction. Wilson Sonsini Goodrich & Rosati advised Qatalyst Partners, which served as a financial advisor to the Special Committee on the transaction.

The investment funds agreed to acquire all the outstanding common stock that TowerBrook Capital Partners and its affiliates do not currently own for $14.30 per share in an all-cash transaction, representing an enterprise value of approximately $8.9 billion. The offer price represents a 29 percent premium to R1’s closing share price on February 23, 2024, the last full trading day before New Mountain Capital publicly disclosed its initial non-binding acquisition proposal to purchase R1 on its Schedule 13D.

The transaction is subject to customary closing conditions, regulatory approvals, and receipt of R1 shareholder approval, with completion anticipated by the end of 2024.

The Wilson Sonsini team included Marty Korman, Doug Schnell, Remi Korenblit, and Nikkisha Smith Howard.

For more information, please see R1's news release. Additional coverage can be found on Bloomberg, Reuters, and Stat.