R1 RCM INC. : Conclusion of a material definitive agreement, termination of a material definitive arrangement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8 -K)

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Item 1.01 Conclusion of a Material Definitive Agreement

Amended and updated credit agreement

On July 1, 2021, R1 RCM Inc. (the "Company") and certain of its subsidiaries
entered into an amended and restated senior credit agreement (the "A&R Credit
Agreement") with Bank of America, N.A., as administrative agent, and the lenders
named therein, governing the Company's amended and restated senior secured
credit facilities (the "Senior Secured Credit Facilities"), consisting of a
$700.0 million senior secured term loan facility (the "Senior Term Loan") and a
$450.0 million senior secured revolving credit facility (the "Senior Revolver").
The proceeds from the new Senior Secured Credit Facilities will be used, in
addition to cash on hand, (1) to refinance, in full, all existing indebtedness
under the Credit Agreement, dated as of June 26, 2019, by and among the Company
and certain of its subsidiaries, Bank of America, N.A., as administrative agent,
and the lenders named therein, and amend and restate all commitments thereunder
(the "Refinancing"), (2) to pay certain fees and expenses incurred in connection
with the entry into the A&R Credit Agreement and the Refinancing, (3) to fund
the Company's previously announced acquisition of all of the equity interests of
iVinci Partners, LLC, a Delaware limited liability company, also known as
VisitPay, and to pay the fees, premiums, expenses and other transaction costs
incurred in connection therewith, and (4) to finance working capital needs of
the Company and its subsidiaries for general corporate purposes.

The Senior Term Loan has a five-year maturity and the Senior Revolver has a
five-year maturity. The A&R Credit Agreement provides that the Company may make
one or more offers to the lenders, and consummate transactions with individual
lenders that accept the terms contained in such offers, to extend the maturity
date of the lender's term loans and/or revolving commitments, subject to certain
conditions, and any extended term loans or revolving commitments will constitute
a separate class of term loans or revolving commitments.

All of the Company's obligations under the Senior Secured Credit Facilities are
guaranteed by the subsidiary guarantors named therein (the "Subsidiary
Guarantors"). Pursuant to (1) the Security Agreement, dated as of June 26, 2019
(the "Security Agreement"), among the Company, the Subsidiary Guarantors and
Bank of America, N.A., as administrative agent, and (2) the Guaranty, dated as
of June 26, 2019 (the "Guaranty"), among the Company, the Subsidiary Guarantors
and Bank of America, N.A., as administrative agent, subject to certain
exceptions, the obligations under the Senior Secured Credit Facilities are
secured by a pledge of 100% of the capital stock of certain domestic
subsidiaries owned by the Company and a security interest in substantially all
of the Company's tangible and intangible assets and the tangible and intangible
assets of each Subsidiary Guarantor.

The Senior Revolver includes borrowing capacity available for letters of credit
and for borrowings on same-day notice, referred to as the "swing loans." Any
issuance of letters of credit or making of a swing loan will reduce the amount
available under the Senior Revolver. Upon closing, the aggregate borrowings
incurred under the Senior Revolver are $120,000,000.

At the Company's option, the Company may add one or more new term loan
facilities or increase the commitments under the Senior Revolver or request to
add one or more series of junior lien term loans or notes, subordinated term
loans or notes or senior unsecured term loans or notes, or any bridge facility
in an unlimited amount so long as certain conditions, including compliance with
the applicable financial covenants for such period (on a junior or unsecured
basis), in each case on a pro forma basis, are satisfied.

Borrowings under the Senior Secured Credit Facilities bear interest, at the
Company's option, at: (i) an ABR rate equal to the greater of (a) the prime rate
of Bank of America, N.A., (b) the federal funds rate plus 0.5% per annum, and
(c) the Eurodollar rate for an interest period of one-month beginning on such
day plus 100 basis points, plus the applicable Base Rate Margin (as set forth
below) (provided that the Eurodollar rate applicable to the Senior Term Loan
shall not be less than 0.00% per annum); or (ii) the Eurodollar rate (provided
that the Eurodollar rate applicable to the Senior Term Loan shall not be less
than 0.00% per annum), plus the applicable LIBOR Rate Margin (as set forth
below). The Company is also required to pay an unused commitment fee to the
lenders under the Senior Revolver at the Unused Commitment Fee Rate (as set
forth below) of the average daily unutilized commitments. The Company must also
pay customary letter of credit fees, including a fronting fee as well as
administration fees.


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As set forth herein, the base rate margin, LIBOR rate margin and unused liability apply. Prices are the following:

Total Net Leverage Ratio          Base Rate Margin             LIBOR Rate Margin               Unused Commitment Fee Rate
? 2.50:1.00                  1.25%                       2.25%                         0.40%
< 2.50:1.00 but ? 2.00:1.00  1.00%                       2.00%                         0.35%
< 2.00:1.00 but ? 1.50:1.00  0.75%                       1.75%                         0.30%
< 1.50:1.00 but ? 1.00:1.00  0.50%                       1.50%                         0.25%
< 1.00:1.00                  0.25%                       1.25%                         0.20%



The A&R Credit Agreement requires the Company to make mandatory prepayments,
subject to certain exceptions, with: (i) 100% of net cash proceeds of all
non-ordinary course assets sales or other dispositions of property or casualty
events, subject to certain exceptions and thresholds and (ii) 100% of the net
cash proceeds of any debt incurrence, other than debt permitted under the A&R
Credit Agreement. Commencing December 31, 2021, the Company is required to repay
the Senior Term Loan portion of the Senior Secured Credit Facilities in
quarterly principal installments of $4,375,000 through September 30, 2023 and
$8,750,000 through September 30, 2026, with the balance payable at maturity.

The A&R Credit Agreement contains two financial covenants. (1) The Company is
required to maintain at the end of each fiscal quarter, commencing with the
quarter ending September 30, 2021, a consolidated total net leverage ratio of
not more than 4.50 to 1.00. This consolidated ratio will step down in increments
to 4.00 to 1.00 commencing with the fiscal quarter ending September 30, 2022 and
3.50 to 1.00 commencing with the fiscal quarter ending September 30, 2023. (2)
The Company is required to maintain at the end of each such fiscal quarter, a
consolidated interest coverage ratio of not less than 3.00 to 1.00.

The A&R Credit Agreement also contains a number of covenants that, among other
things, restrict, subject to certain exceptions, the Company's ability and the
ability of its subsidiaries to: (i) incur additional indebtedness; (ii) create
liens on assets; (iii) engage in mergers or consolidations; (iv) sell assets;
. . .


Item 1.02  Termination of a Material Definitive Agreement

The information set forth under “Section 1.01 Entry into a Material Definitive Agreement” is incorporated into this Section 1.02 by reference.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under “Section 1.01 Entry into a Material Definitive Agreement” is incorporated into this Section 2.03 by reference.

Item 9.01 Financial statements and supporting documents

(d) Exhibitions.

The following exhibits are provided as part of this current report on Form 8-K:

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Part Number Description

         10.1             Amended and Restated Credit Agreement, dated as 

of July 1, 2021, by and

                        among R1 RCM Inc., the other parties party thereto 

as Credit Parties (as

                        defined therein), Bank of America, N.A., as 

administrative agent and the

                        financial institutions party thereto as lenders.
          104           Cover Page Interactive Data File - the cover page 

IXBRL beacons are integrated

                        within the Inline XBRL document.



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