Le Lézard
Subject: LAW

Bernstein Litowitz Berger & Grossman LLP and Friedman Oster & Tejtel PLLC Announce Notice of Pendency and Proposed Settlement of Stockholder Class and Derivative Action Involving Holders of R1 RCM Inc. Common Stock from August 18, 2020, Through the Close of Trading on September 27, 2023 and Current Holders of R1 RCM Inc. Common Stock


SEATTLE, Oct. 27, 2023 /PRNewswire/ --

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE R1 RCM INC. STOCKHOLDERS

LITIGATION

CONSOLIDATED

C.A. 2021-0318-PAF

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF
STOCKHOLDER CLASS AND DERIVATIVE ACTION, 
SETTLEMENT HEARING, AND RIGHT TO APPEAR

TO: All holders of R1 RCM Inc. ("R1" or the "Company") common stock, whether beneficial or of record, together with their respective heirs, successors in interest, transferees, and assignees, from August 18, 2020, through the close of trading on September 27, 2023 (the "Settlement Class") and all current holders of R1 common stock.

Certain persons and entities are excluded from the Settlement Class by definition, as set forth in the full Notice of Pendency and Proposed Settlement of Stockholder Class and Derivative Action, Settlement Hearing, and Right to Appear (the "Notice"), available at www.R1StockholdersLitigation.com. Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Notice or in the Stipulation and Agreement of Settlement, Compromise, and Release dated September 27, 2023 (the "Stipulation"), which is also available at www.R1StockholdersLitigation.com.

Please read this SUMMARY notice carefully. your rights will be affected by a class and derivative action lawsuit pending in this court.

YOU ARE HEREBY NOTIFIED, the above-captioned consolidated stockholder class and derivative action (the "Action") is pending in the Court of Chancery of the State of Delaware (the "Court"). 

YOU ARE ALSO NOTIFIED that (i) Lead Plaintiff Pembroke Pines Firefighters & Police Officers Pension Fund ("Plaintiff"), on behalf of itself and the other members of the Settlement Class, and derivatively as a stockholder of R1; (ii) defendant and nominal defendant R1; (iii) defendants David Dill, Michael Feiner, Joseph Flanagan, John B. Henneman, Alex Mandl (deceased) through his personal representative, Susan A. Mandl, Neal Moszkowski, Ian Sacks, Agnes Bundy Scanlan, Jill Smith, Anthony Speranzo, Anthony R. Tersigni, and Albert Zimmerli (the "Director Defendants"); (iv) defendants Ascension Health Alliance ("Ascension"), TowerBrook Capital Partners L.P. ("TowerBrook"), and TCP-ASC ACHI Series LLLP ("TCP-ASC"; together with Ascension and TowerBrook, the "TCP-ASC Defendants"); and (v) defendants CoyCo 1, L.P. and CoyCo 2, L.P. (the "Cloudmed Stockholder Defendants"; and together with R1, the Director Defendants, and the TCP-ASC Defendants, "Defendants") (Plaintiff and Defendants, together, the "Parties") have reached a proposed settlement of the Action for $45,400,000 (United States Dollars) in cash and certain amendments to (1) the Amended and Restated Investor Rights Agreement entered into by R1, TCP-ASC, Ascension, and certain TowerBrook affiliates and (2) the Investor Rights Agreement entered into by R1, the Cloudmed Stockholder Defendants, and New Mountain Partners V (AIV-D) (the "Settlement"). The terms of the Settlement are stated in the Stipulation. If approved by the Court, the Settlement will resolve all claims in the Action.

A hearing (the "Settlement Hearing") will be held on December 14, 2023, at 3:15 p.m. (or at such other time as may be directed by the Court) before The Honorable Paul A. Fioravanti, Jr., Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Settlement Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiff and Plaintiff's Co-Lead Counsel have adequately represented the Settlement Class and the Company, and whether Plaintiff should be finally appointed as Class Representative for the Settlement Class and Plaintiff's Co-Lead Counsel should be finally appointed as Class Counsel for the Settlement Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to Plaintiff, the other members of the Settlement Class, and the Company, and is in each of their best interests; (iv) determine whether the proposed Order and Final Judgment approving the Settlement, dismissing the Action with prejudice, and granting the Releases provided under the Stipulation should be entered; (v) determine whether the proposed Plan of Allocation of the Net Class Settlement Fund is fair and reasonable, and should therefore be approved; (vi) determine whether and in what amount any Fee and Expense Award to Plaintiff's Counsel should be paid out of the Total Settlement Fund; (vii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiff's Counsel's Fee and Expense Application; and (viii) consider any other matters that may properly be brought before the Court in connection with the Settlement.

Any updates regarding the Settlement Hearing, including any changes to the date, time, or format of the hearing or updates regarding remote or in-person appearances at the hearing, will be posted to the Settlement website, www.R1StockholdersLitigation.com.

If you are a member of the Settlement Class or a current holder of R1 common stock, your rights will be affected by the pending Action and the Settlement, and members of the Settlement Class may be entitled to share in the Net Class Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator by mail at R1 Stockholders Litigation, c/o JND Legal Administration, PO Box 91470, Seattle, WA 98111; by telephone at 888-256-6156; or by email at [email protected]. A copy of the Notice can also be downloaded from the Settlement website, www.R1StockholdersLitigation.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Class Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Class Settlement Fund equal to the product of (i) the number of shares of R1 common stock held by the Class Member at the close of trading on September 27, 2023 (i.e., the date of execution of the Stipulation) ("Eligible Shares") and (ii) the "Per-Share Recovery" for the Settlement, which will be determined by dividing the total amount of the Net Class Settlement Fund by the total number of Eligible Shares held by all Eligible Class Members. As explained in further detail in the Notice, Eligible Class Members do not have to submit a claim form to receive a payment from the Net Class Settlement Fund.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff's Counsel's Fee and Expense Application must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff's Co-Lead Counsel and Defendants' Counsel such that they are received no later than November 29, 2023, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice. All questions about this Summary Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Lead Counsel.

Requests for the Notice should be made to the Settlement Administrator:

R1 Stockholders Litigation
c/o JND Legal Administration
PO Box 91470
Seattle, WA 98111

888-256-6156
[email protected]
www.R1StockholdersLitigation.com

Inquiries, other than requests for the Notice, should be made to Plaintiff's Co-Lead Counsel:

Jeroen van Kwawegen
Bernstein Litowitz Berger & Grossmann LLP
1251 Avenue of the Americas
44th Floor
New York, NY 10020

800?380?8496
[email protected]

Jeremy Friedman
Friedman Oster & Tejtel PLLC
493 Bedford Center Road
Suite 2D
Bedford Hills, NY 10507

888-529-1108
[email protected]



BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SOURCE JND Legal Administration



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