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    Amendment: SEC Form SC 13D/A filed by R1 RCM Inc.

    7/19/24 2:30:49 PM ET
    $RCM
    Other Consumer Services
    Consumer Discretionary
    Get the next $RCM alert in real time by email
    SC 13D/A 1 tm2419790d1_sc13da.htm SC 13D/A

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

     

    SCHEDULE 13D 

    Under the Securities Exchange Act of 1934

    (Amendment No. 9)*

     

    R1 RCM INC.

    (Name of Issuer)

     

    Common Stock, par value $0.01 per share

    (Title of Class of Securities)

     

    77634L 105

    (CUSIP Number)

     

    Glenn Miller

    c/o TowerBrook Capital Partners L.P.

    Park Avenue Tower

    65 East 55th Street, 19th Floor

    New York, NY 10022

    (212) 699-2200

     

    Copy to:

    Steven A. Cohen

    Victor Goldfeld

    Wachtell, Lipton, Rosen & Katz

    51 West 52nd Street

    New York, NY 10019

    (212) 403-1000

     

    Christine McCoy

    c/o Ascension Health Alliance

    101 S. Hanley Road, Suite 450

    St. Louis, MO 63105

    (314) 733-8000

     

    Copy to:

    Stephen A. Infante

    Covington & Burling LLP

    620 Eighth Avenue

    New York, NY 10018

    (212) 841-1000

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

     

    July 19, 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

     

     

     

     

     

     

    CUSIP No. 77634L 105

    1. NAMES OF REPORTING PERSONS

    TCP-ASC ACHI Series LLLP
    2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
    (a)  x
    (b)  ¨
    3. SEC USE ONLY
     
    4. SOURCE OF FUNDS (see instructions)
     OO
    5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
    6. CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
    7. SOLE VOTING POWER
     
    0
    8. SHARED VOTING POWER
     
    164,754,055 (1)
    9. SOLE DISPOSITIVE POWER
     
    0
    10.

    SHARED DISPOSITIVE POWER

     

    164,754,055 (1)

    11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    Common Stock:  164,754,055 (1)
    12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (see instructions)     ¨
    13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    Common Stock:  35.7% (1) (2)
    14. TYPE OF REPORTING PERSON (see instructions)

    PN

     

    (1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

    (2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock 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 (the “SEC”) on May 8, 2024 and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

     

     

     

     

    CUSIP No. 77634L 105
    1. NAMES OF REPORTING PERSONS

    TCP-ASC GP, LLC
    2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
    (a)  x
    (b)  ¨
    3. SEC USE ONLY
     
    4. SOURCE OF FUNDS (see instructions)
     OO
    5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
    6. CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
      7. SOLE VOTING POWER
     
    0
      8. SHARED VOTING POWER
     
    164,754,055 (1)
      9. SOLE DISPOSITIVE POWER
     
    0
      10. SHARED DISPOSITIVE POWER
     
    164,754,055 (1)

    11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    Common Stock:  164,754,055 (1)
    12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (see instructions)     ¨
    13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    Common Stock:  35.7% (1) (2)
    14. TYPE OF REPORTING PERSON (see instructions)

    OO

     

    (1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

    (2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024 and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

     

     

     

     

    CUSIP No. 77634L 105
    1. NAMES OF REPORTING PERSONS

    TI IV ACHI Holdings GP, LLC
    2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
    (a)  x
    (b)  ¨
    3. SEC USE ONLY
     
    4. SOURCE OF FUNDS (see instructions)
     OO
    5.

    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨

    6. CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
      7. SOLE VOTING POWER
     
    0
      8. SHARED VOTING POWER
     
    164,754,055 (1)
      9. SOLE DISPOSITIVE POWER
     
    0
      10. SHARED DISPOSITIVE POWER
     
    164,754,055 (1)

    11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    Common Stock:  164,754,055 (1) (3)
    12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (see instructions)     ¨
    13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    Common Stock:  35.7% (1) (2)
    14. TYPE OF REPORTING PERSON (see instructions)

    OO

     

    (1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

    (2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024 and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

    (3) TI IV ACHI Holdings GP, LLC disclaims beneficial ownership of 75,889,325 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

     

     

     

     

    CUSIP No. 77634L 105
    1. NAMES OF REPORTING PERSONS

    TI IV ACHI Holdings, LP
    2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
    (a)  x
    (b)  ¨
    3. SEC USE ONLY
     
    4. SOURCE OF FUNDS (see instructions)
     OO
    5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
    6. CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Delaware

    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7. SOLE VOTING POWER
     
    0
      8. SHARED VOTING POWER
     
    164,754,055 (1)
      9. SOLE DISPOSITIVE POWER
     
    0
      10. SHARED DISPOSITIVE POWER
     
    164,754,055 (1)

    11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    Common Stock:  164,754,055 (1) (3)
    12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (see instructions)     ¨
    13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    Common Stock:  35.7% (1) (2)
    14. TYPE OF REPORTING PERSON (see instructions)

    PN

     

    (1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

    (2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024 and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

    (3) TI IV ACHI Holdings GP, LLC disclaims beneficial ownership of 75,889,325 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

     

     

     

     

    CUSIP No. 77634L 105
    1. NAMES OF REPORTING PERSONS

    TowerBrook Investors Ltd.
    2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
    (a)  x
    (b)  ¨
    3. SEC USE ONLY
     
    4. SOURCE OF FUNDS (see instructions)
     OO
    5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
    6. CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Cayman Islands

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
      7. SOLE VOTING POWER
     
    0
      8. SHARED VOTING POWER
     
    164,754,055  (1)
      9. SOLE DISPOSITIVE POWER
     
    0
      10. SHARED DISPOSITIVE POWER
     
    164,754,055 (1)

    11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    Common Stock:  164,754,055 (1) (3)
    12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (see instructions)     ¨
    13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    Common Stock:  35.7% (1) (2)
    14. TYPE OF REPORTING PERSON (see instructions)

    OO

     

    (1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

    (2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024 and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

    (3) TowerBrook Investors Ltd. disclaims beneficial ownership of 75,889,325 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

     

     

     

     

    CUSIP No. 77634L 105
    1. NAMES OF REPORTING PERSONS

    Neal Moszkowski
    2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
    (a)  x
    (b)  ¨
    3. SEC USE ONLY
     
    4. SOURCE OF FUNDS (see instructions)
     OO
    5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
    6. CITIZENSHIP OR PLACE OF ORGANIZATION
     
    U.S.A.

    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7. SOLE VOTING POWER
     
    0
      8. SHARED VOTING POWER
     
    164,754,055 (1)
      9. SOLE DISPOSITIVE POWER
     
    0
      10. SHARED DISPOSITIVE POWER
     
    164,754,055 (1)

    11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    Common Stock:  164,754,055 (1) (3)
    12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (see instructions)     ¨
    13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    Common Stock:  35.7% (1) (2)
    14. TYPE OF REPORTING PERSON (see instructions)

    IN

     

    (1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

    (2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024 and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

    (3) Neal Moszkowski disclaims beneficial ownership of 75,889,325 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

     

     

     

     

    CUSIP No. 77634L 105
    1. NAMES OF REPORTING PERSONS

    Jonathan Bilzin
    2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
    (a)  x
    (b)  ¨
    3. SEC USE ONLY
     
    4. SOURCE OF FUNDS (see instructions)
     OO
    5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
    6. CITIZENSHIP OR PLACE OF ORGANIZATION
     
    U.S.A.

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
      7. SOLE VOTING POWER
     
    0
      8. SHARED VOTING POWER
     
    164,754,055 (1)
      9. SOLE DISPOSITIVE POWER
     
    0
      10. SHARED DISPOSITIVE POWER
     
    164,754,055 (1)

    11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    Common Stock:  164,754,055 (1) (3)
    12.

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (see instructions)     ¨

    13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    Common Stock:  35.7% (1) (2)
    14. TYPE OF REPORTING PERSON (see instructions)

    IN

     

    (1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

    (2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024 and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

    (3) Jonathan Bilzin disclaims beneficial ownership of 75,889,325 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

     

     

     

     

    CUSIP No. 77634L 105
    1. NAMES OF REPORTING PERSONS

    Karim Saddi
    2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
    (a)  x
    (b)  ¨
    3. SEC USE ONLY
     
    4. SOURCE OF FUNDS (see instructions)
     OO
    5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
    6. CITIZENSHIP OR PLACE OF ORGANIZATION
     
    France

    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
      7. SOLE VOTING POWER
     
    0
      8. SHARED VOTING POWER
     
    164,754,055 (1)
      9. SOLE DISPOSITIVE POWER
     
    0
      10. SHARED DISPOSITIVE POWER
     
    164,754,055 (1)

    11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    Common Stock:  164,754,055 (1) (3)
    12.

    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (see instructions)     ¨

    13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    Common Stock:  35.7% (1) (2)
    14. TYPE OF REPORTING PERSON (see instructions)

    IN

    (1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

    (2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

    (3) Karim Saddi disclaims beneficial ownership of 75,889,325 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).

     

     

     

     

    CUSIP No. 77634L 105
    1. NAMES OF REPORTING PERSONS

    ASCENSION HEALTH ALLIANCE
    2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
    (a)  x
    (b)  ¨
    3. SEC USE ONLY
     
    4. SOURCE OF FUNDS (see instructions)
    OO
    5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ¨
    6. CITIZENSHIP OR PLACE OF ORGANIZATION
     
    Missouri

    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7. SOLE VOTING POWER
     
     0
      8. SHARED VOTING POWER
     
    164,754,055 (1)
      9.

    SOLE DISPOSITIVE POWER

     

    0

      10.

    SHARED DISPOSITIVE POWER

     

    164,754,055 (1)

    11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    Common Stock:  164,754,055 (1) (3)
    12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (see instructions)     ¨
    13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     Common Stock:  35.7% (1) (2)
    14. TYPE OF REPORTING PERSON (see instructions)

    CO

     

    (1) Consists of 124,289,200 shares of Common Stock and 40,464,855 shares of Common Stock issuable upon exercise of the Warrant.

    (2) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 421,255,230 shares of Common Stock outstanding as of May 6, 2024 as reported by the Issuer in itsQuarterly Report on Form 10-Q filed with the SEC on May 8, 2024 and (2) 40,464,855 shares of Common Stock issuable upon exercise of the Warrant (see Note 1).

    (3) Ascension Health Alliance disclaims beneficial ownership of 88,864,730 shares of Common Stock held directly by Series TB (as defined in Item 6 herein).

     

     

     

     

    This Amendment No. 9 to Schedule 13D (this “Amendment No. 9”) amends and supplements the statement on Schedule 13D jointly filed by TCP-ASC ACHI Series LLLP (the “Partnership”), TCP-ASC GP, LLC, TI IV ACHI Holdings GP, LLC, TI IV ACHI Holdings, LP, TowerBrook Investors Ltd., Neal Moszkowski, Jonathan Bilzin, Karim Saddi and Ascension Health Alliance d/b/a Ascension (the “Reporting Persons”) with the Securities Exchange Commission (the “Commission”) on June 21, 2022, as amended on September 13, 2022, October 3, 2023, February 6, 2024, March 11, 2024, May 7, 2024, June 3, 2024, June 13, 2024 and July 5, 2024 (as it may be amended from time to time, this “Statement”), relating to the common stock, $0.01 par value per share (the “Common Stock”), of R1 RCM Inc. (the “Issuer”). Initially capitalized terms used in this Amendment No. 9 that are not otherwise defined herein shall have the same meanings attributed to them in the Schedule 13D. Except as expressly provided herein, all Items of the Schedule 13D remain unchanged.

     

    ITEM 4. Purpose of the Transaction.

     

    Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

     

    The Partnership has aligned with Clayton, Dubilier & Rice, LLC (“CD&R”) to make a joint proposal and, as previously disclosed, is currently in advanced discussions to finalize and submit a proposal at a price level above the CoyCo proposal.

     

    On July 8, 2024, the Partnership was advised that the Issuer, through action of its Board, had approved the standstill waiver request previously submitted to the Issuer by the Partnership to permit the Partnership to make confidential acquisition proposals to the Company.

     

     

     

     

    SIGNATURE

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

      Date: July 19, 2024
       
      TCP-ASC ACHI SERIES LLLP
       
      By: TCP-ASC GP, LLC, its General Partner
       
       
      By: /s/ Glenn F. Miller
      Name: Glenn F. Miller
      Title: Vice President
         
       
      TCP-ASC GP, LLC
       
       
      By: /s/ Glenn F. Miller
      Name: Glenn F. Miller
      Title: Vice President
         
       
      TI IV ACHI Holdings GP, LLC
       
       
      By: /s/ Glenn F. Miller
      Name: Glenn F. Miller
      Title: Vice President

     

    [Signature Page to 13D Amendment]

     

     

     

     

      TI IV ACHI HOLDINGS, LP
       
      By: TI IV ACHI Holdings GP, LLC, its General Partner
       
      By: /s/ Glenn F. Miller
      Name: Glenn F. Miller
      Title: Vice President
         
       
      TOWERBROOK INVESTORS LTD.
       
       
      By: /s/ Neal Moszkowski
      Name: Neal Moszkowski
      Title: Director
         
       
      NEAL MOSZKOWSKI
       
       
      /s/ Neal Moszkowski
      Neal Moszkowski
       
       
      JONATHAN BILZIN
       
       
      /s/ Jonathan Bilzin
     

    Jonathan Bilzin

       
       
      KARIM SADDI
       
       
      /s/ Karim Saddi
      Karim Saddi

     

    [Signature Page to 13D Amendment]

     

     

     

     

      ASCENSION HEALTH ALLIANCE
       
       
      By: /s/ Christine McCoy
      Name: Christine McCoy
      Title: Executive Vice President & General Counsel

     

    [Signature Page to 13D Amendment]

     

     

     

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