FX.co ★ R1 RCM To Be Taken Private By TowerBrook And CD&R For $8.9 Bln Cash

R1 RCM, Inc. (RCM) announced on Thursday that it has signed a definitive agreement to be acquired by investment funds affiliated with TowerBrook Capital Partners and Clayton, Dubilier & Rice (CD&R) in an all-cash deal valued at approximately $8.9 billion.

An investment entity controlled by TowerBrook currently holds about 36% of R1's outstanding common stock, inclusive of a warrant held by TowerBrook.

As per the agreement, TowerBrook and CD&R will purchase all remaining common stock not already owned by TowerBrook for $14.30 per share.

The offer of $14.30 per share gives R1 stockholders a premium of around 29% over the company’s unaffected closing price on February 23, 2024, the last full trading day before New Mountain Capital publicly disclosed its initial non-binding acquisition proposal.

The transaction has been unanimously approved by a special committee of R1's Board of Directors, consisting solely of independent directors that were formed to evaluate strategic alternatives. Acting on the Special Committee's recommendation, the R1 Board has approved the deal.

Upon completion of the transaction, R1 will become a private company, and its shares will cease trading on Nasdaq. The deal is expected to close by the end of the year, subject to typical closing conditions, including stockholder and regulatory approvals.

The transaction's financing will comprise committed debt financing and equity from investment funds related to TowerBrook and CD&R.