This extraction is sourced from R1 RCM's definitive merger proxy statement on Form DEFM14A filed with the SEC on October 16, 2024, prepared ahead of a special meeting of stockholders held November 14, 2024 to vote on the merger. The proxy's background-of-the-merger narrative traces a months-long process beginning with non-binding proposals from New Mountain (an existing R1 RCM shareholder) in early 2024.
Barclays was engaged by R1 RCM's Special Committee of independent directors under a March 28, 2024 engagement letter to act as its financial advisor in evaluating strategic alternatives, including a possible sale of the company, and rendered a fairness opinion to the Special Committee on July 31, 2024. Qatalyst Partners LP also provided a fairness opinion in connection with the transaction. Separately, Centerview Partners LLC acted as financial advisor to TA Associates, an existing R1 RCM shareholder involved in discussions around the transaction.
On the legal side, Kirkland & Ellis LLP served as legal advisor to the Company (R1 RCM), while Wachtell, Lipton, Rosen & Katz served as legal advisor to TA Associates during the process; Skadden also appears in the proxy as counsel engaged in the deal discussions.
The Merger Consideration was a flat cash amount of $14.30 per share for all outstanding R1 RCM common stock, with the Special Committee's engagement of Barclays specifically tied to evaluating a potential sale of the company following unsolicited interest from New Mountain and, ultimately, the TowerBrook/CD&R consortium.
The proxy excerpt reviewed here does not provide a single aggregate transaction value or enterprise value figure for the deal (only the $14.30 per-share price), nor does it disclose the specific fees paid to Barclays, Qatalyst, or Centerview for their respective engagements, or the expected closing date of the transaction.