The consortium of funds managed by TowerBrook Capital Partners L.P., funds managed by J.C. Flowers & Co., and Railsr shareholders led by D Squared Capital and Moneta, has completed its acquisition of Railsr.

The acquisition closely follows the Consortium’s take-private of Equals, and marks the official combination of two fintech innovators: Equals Money and Railsr – creating one of the largest embedded finance providers in Europe.

This transaction combines Equals Money’s leadership in multi-currency accounts, FX, corporate cards, and financial solutions with Railsr’s pioneering embedded finance, BaaS (Banking-as-a-Service), and CaaS (Cards-as-a-Service) infrastructure and creates one of the largest and most capable embedded finance platforms in Europe. The combined business will empower multi-geographical businesses and direct-to-consumer brands.

By integrating cross-border transaction expertise with next-generation embedded finance solutions, the newly combined group offers businesses a seamless way to embed financial services into their products, enabling them to launch, scale, and operate globally, with confidence.

The newly combined group is backed by majority investors TowerBrook Capital Partners L.P. and J.C. Flowers & Co. Lingotto Investment Management, through its Lingotto Horizon Strategy, also co-invested with J.C. Flowers & Co.

A stronger, more comprehensive offering

The newly combined group will provide customers with an expanded suite of services, including:

• Multi-currency accounts with enhanced payment capabilities
• Consumer and corporate-branded cards
• Embedded finance solutions tailored for fintech, corporates, and brands
• FX and international payment services with speed and efficiency
• Dual issuing of both Visa and Mastercard Cards Services
• Branded digital wallets for budgeting, tracking and rewards

By merging Equals’ deep industry expertise with Railsr’s infrastructure and embedded finance capabilities, the combined group will be positioned to drive innovation in the global fintech landscape.

Leadership and future vision

The newly combined group will initially operate under their existing brands, with co-CEOs and an aligned vision to empower companies and brands with seamless, borderless financial solutions.

Ian Strafford-Taylor, CEO of Equals Money and co-CEO of the new entity, said:

“Today marks an exciting milestone in our journey. By joining forces with Railsr, we are enhancing our ability to deliver flexible, scalable financial services that empower businesses of all sizes. Our customers will benefit from expanded capabilities, a stronger global presence, and a commitment to continuous innovation.”

Philippe Morel, CEO of Railsr and co-CEO of the new entity, says:

“This transaction will create an embedded finance leader with a strong balance sheet and real critical mass, positioning us to provide enhanced products and services to our customers while promoting financial stability and compliance in an otherwise fragmented sector.”

Lord Philip Hammond, Chairman of Railsr and the newly combined group, said:

“The combined Equals-Railsr business will be a major player and tech leader in embedded finance across the UK and Europe. I look forward to the business delivering strong growth and ground-breaking innovation in this dynamic area of fintech services in the years ahead.”

In a combined quote, Joseph Knoll, Managing Director of TowerBrook Capital Partners L.P.; Nikolay Skibnevsky, Principal at TowerBrook Capital Partners L.P.; Tughan Alioglu, Managing Director of J.C. Flowers & Co; Dan Adler, Managing Director of D Squared Capital; and Meirav Har Noy, Managing Partner of Moneta Capital, said:

“This transaction brings together two complementary businesses with a shared vision of delivering innovative, seamless financial solutions to global enterprises. The strengthened capabilities, enhanced product offering, and experienced leadership team position the combined business well for sustainable, long-term growth in the evolving embedded finance and payments landscape.”

Seamless integration and next steps

During the coming months, Equals Money and Railsr will work closely to integrate operations while ensuring uninterrupted customer service. Existing services will continue seamlessly, and clients will receive updates as enhancements are rolled out.

TowerBrook Delta (“Delta” or “the fund”), the SFDR Article 9 Impact Fund of transatlantic investment firm TowerBrook Capital Partners (“TowerBrook”), based in London and New York, is pleased to announce the fund’s fifth platform investment – Axil, a resource management firm specialising in innovative waste reduction, recycling, and resource recovery solutions across Europe.

Delta’s investment in Axil comes amid positive momentum for the fund, which closed in 2024 and today has AUM across all managed vehicles of $525m. The fund has made four previous investments which are all performing strongly:

• Envevo, a UK-based electric vehicle infrastructure services provider has secured two acquisitions since partnering with TowerBrook in 2023, helping the business to expand internationally and diversify across the value chain, delivering substantial organic growth
• TXO, a UK-headquartered, international telecom infrastructure company has almost tripled in size in terms of revenue since TowerBrook invested in 2023, pursuing a global consolidation strategy supported by acquisitions in the UK, Germany and the US
• AQUAchiara, a French filtered water solutions provider for the HoReCa (Hotel, Retail and Catering) and corporate sectors, achieved over 30% revenue CAGR growth for the last 3 years and will pursue acquisitive and international expansion with TowerBrook’s support following investment in H2 2024
• LiftWerx, a Canadian wind turbine repair & maintenance provider, is experiencing over 40% YoY growth by utilising its innovative up-tower crane technology to service clients across North America. TowerBrook is providing investment capital and expertise to help LiftWerx meet the growing demand for maintaining an aging onshore wind fleet

Axil, the latest UK-headquartered investment by Delta, is a resource management firm specialising in innovative waste reduction, recycling, and resource recovery solutions. Its business model maximises the recycling and reuse of manufacturing and industrial waste, conserving natural resources and reducing emissions, pollution and ecosystem damage from waste disposal. By supporting the transition to a circular economy, Axil aims to reduce carbon emissions and generate positive natural environment outcomes, aligned with Delta’s Resource Sustainability pillar and UNSDGs 9, 11 & 12.

As global resource scarcity rises, raw material costs increase, and supply chains grow more complex, Resource Sustainability is more critical than ever. In Europe, stricter regulations, higher disposal costs, and limited access to raw materials are driving a stronger push for resource sovereignty. Axil’s innovative resource management solutions help businesses reduce waste at the source, improve recycling rates, and lower operational costs.

With a 43% 4-year revenue CAGR and approximately 70% YoY EBITDA growth, Axil reflects the high-growth profile seen across the rest of the Delta portfolio.

Tom Redpath, European lead for TowerBrook Delta, commented:

“We are delighted to be making our fifth Delta investment into Axil, an innovator in waste management that has an exciting growth profile. Axil is a great example of the deep thematic work we do to identify high growth, high potential, high impact opportunities with enduring economic and behavioural tailwinds. Axil is closely aligned with one of Delta’s six key investment themes: resource sustainability.

Our investment in Axil comes at the perfect time, with our four existing investments performing well and benefiting significantly from TowerBrook’s investment and partnership on both organic and inorganic growth initiatives.

We believe this strong momentum reflects the continued demand for innovative services and technologies that underpin more sustainable supply chains while also enhancing business resilience and profitability.

We are excited to partner with the Axil team to support their organic and inorganic growth aspirations, while maintaining their award-winning culture.”

TowerBrook Capital Partners L.P. (“TowerBrook”) today announced a majority equity investment in Washington D.C.-based Berkeley Research Group (“BRG”), an industry-leading expert services and consulting firm.

Founded in 2010, BRG is a global consulting firm whose top-tier experts bring a diversity of real-world experience to economics, disputes, investigations, corporate finance, and performance-improvement services that address the most complex challenges for organizations across the globe.

Since its founding just 15 years ago, BRG has built a premier reputation and brand in the industry. It has achieved strong year-over-year growth, broadly doubling in revenue every four years. The firm now boasts more than 1,600 professionals serving the world’s largest law firms, government agencies and corporations, with deep expertise across a variety of sectors including healthcare, energy, construction, technology, retail and financial services.

Tri MacDonald, Chief Executive Officer and President of BRG, stated: “BRG’s incredible success in our first 15 years is rooted in our multi-disciplinary, entrepreneurial platform built with a best-in-class team of experts. We look forward to BRG’s next chapter of growth in partnership with TowerBrook, a highly sophisticated and well-respected financial sponsor. TowerBrook is committed to and experienced in the professional services space, has known BRG well as a client for many years, shares our strategic vision and has the resources and relationships to help us drive profitable growth and success in the coming years.”

“We are excited to partner with BRG and its management team,” said TowerBrook Managing Director Walter Weil. “BRG’s experienced team of experts, distinctive culture and innovative growth model have helped the company secure a strong market position. We believe TowerBrook’s expertise and shared vision for success make us ideal partners to support BRG in its next phase of growth.”

As part of the transaction, Endeavour Capital will exit its investment in BRG following several years of strong partnership and exceptional growth. Endeavour made a strategic investment in 2017 to support the firm’s organic growth initiatives and partially redeem early seed investors.

BRG’s executive management team will not change. Tri MacDonald will continue to lead the organization as Chief Executive Officer and President. David Teece will step down as Executive Chairman but will remain active as a professional within the firm.

Jefferies served as financial advisor to TowerBrook. Benesch, Friedlander, Coplan & Aronoff, LLP served as legal counsel to TowerBrook. Debevoise & Plimpton LLP served as debt financing legal counsel. Royal Bank of Canada leads a group including Deutsche Bank, Wells Fargo, TD, Jefferies, and Sumitomo Mitsui Banking Corporation that will provide committed financing on the transaction.

JP Morgan Securities LLC served as lead financial advisor and American Discovery Capital served as financial advisor to BRG. Kirkland & Ellis served as transaction counsel.

We have been made aware of a cryptocurrency platform that falsely claims to be associated with TowerBrook Capital Partners. Please be advised that TowerBrook has no involvement with any cryptocurrency trading operations. The platform is likely carrying out a scam operation, using TowerBrook’s business name and branding to convince people to invest in cryptocurrency. The operation is largely targeting people in Australia via social media, including Facebook and messaging app WhatsApp.

If you receive any communication or come across any information suggesting our involvement in cryptocurrency transactions or investments, please disregard it.

TowerBrook has reported the operation to the relevant authorities.

For any concerns or to report suspicious activity, please contact us at contact@towerbrook.com

TowerBrook has received a score of 100 on the Human Rights Campaign Foundation’s (HRCF) 2025 Corporate Equality Index, the nation’s foremost benchmarking survey and report measuring corporate policies and practices related to LGBTQ+ workplace equality. TowerBrook joins the 765 U.S. businesses that will be honored with HRCF’s Equality 100 Award as Leaders in LGBTQ+ Workplace Inclusion. This year’s CEI includes 1,449 businesses – the highest number of rated companies since the start of the CEI in 2002.

Abrielle Rosenthal, Managing Director and Chief Sustainability Officer for TowerBrook said, “This score reflects our continuing efforts to further inclusive workplace policies and practices. We champion a working environment where every individual is represented, respected and able to thrive.”

The results of the 2025 CEI showcase how U.S.-based companies are promoting LGBTQ+ friendly workplace policies in the U.S. and abroad. The first year of the CEI included 319 participants, and the 2025 CEI now surveys 1,449 participants, further demonstrating the tremendous growth of the CEI. A record-breaking 98 percent of CEI businesses have non-discrimination protections specific to gender identity.

The CEI rates companies on detailed criteria falling under four central pillars:

• Non-discrimination policies across business entities;
• Equitable benefits for LGBTQ+ workers and their families;
• Supporting an inclusive culture; and,
• Corporate social responsibility.

The full report is available online at www.hrc.org/cei.

R1 RCM Inc. (“R1”), a leader in automating revenue management for healthcare providers, today announced that investment funds affiliated with TowerBrook Capital Partners (“TowerBrook”) and Clayton, Dubilier & Rice (“CD&R”) have completed their previously announced acquisition of R1.

On August 1, 2024, TowerBrook, CD&R and R1 announced that they had entered into a definitive merger agreement under which all outstanding shares of R1 common stock that TowerBrook did not own would be acquired for $14.30 per share in cash, valuing R1 at approximately $8.9 billion.

With the completion of the transaction, R1’s common stock has ceased trading and will no longer be listed on Nasdaq. R1 also intends to make the applicable filings with the U.S. Securities and Exchange Commission to suspend its periodic reporting obligations.

In connection with the closing of the transaction, Joe Flanagan became Chief Executive Officer of R1, replacing Lee Rivas. Mr. Flanagan first joined R1 in April 2013, has served on the R1 Board of Directors since May 2016 and served as CEO of R1 from May 2016 through January 2023. Mr. Flanagan will continue to serve on the R1 Board of Directors in addition to leading the organization as its new CEO. Mr. Flanagan brings more than 20 years of management experience and will drive continued operational excellence, technology leadership and value creation for R1’s client partners.

“R1 stands apart as the premier revenue management platform, leveraging advanced automation to set new standards in healthcare revenue performance,” said Mr. Flanagan. “TowerBrook and CD&R’s investment will propel our innovation as we expand our intelligent automation capabilities and drive customer value. On behalf of the Board, I thank Lee for his invaluable contributions and wish him continued success. I’m enthusiastic about our strengths and opportunities to serve the broader market and maintain our steadfast commitment to customers success.”

TowerBrook Capital Partners L.P. (“TowerBrook), the New York and London-based international investment firm, announced the exit of its minority investment in Battea-Class Action Services (“Battea”), a provider of securities claims management services, as part of the sale of Battea to SS&C Technologies Holdings, Inc.

Battea-Class Action Services is a major global player and expert in all stages of filing and processing settlement claims in connection with antitrust and securities litigation. The company has been operating in the space for more than 20 years, serving over 900 institutions around the world, including many of the world’s largest banks, hedge funds, asset managers and buy-side investors. Battea is optimally positioned to help clients navigate the increasingly complex process of obtaining trustworthy information about litigation settlements impacting their investments and businesses.

SS&C is a global provider of services and software for the financial services and healthcare industries. Founded in 1986, SS&C is headquartered in Windsor, Connecticut, and has offices around the world. Some 20,000 financial services and healthcare organizations, from the world’s largest companies to small and mid-market firms, rely on SS&C for expertise, scale, and technology.

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Stockholders to Receive $14.30 Per Share in Cash

MURRAY, Utah, August 1, 2024 — R1 RCM Inc. (NASDAQ: RCM) (“R1” or the “Company”), a leading provider of technology-driven solutions that transform the patient experience and financial performance of healthcare providers, today announced that it has entered into a definitive agreement to be acquired by investment funds affiliated with TowerBrook Capital Partners and Clayton, Dubilier & Rice (“CD&R”), in an all-cash transaction with an enterprise value of approximately $8.9 billion. An investment vehicle controlled by TowerBrook is currently the beneficial owner of approximately 36% of the Company’s outstanding shares of common stock, including the warrant held by TowerBrook. Under the terms of the agreement, TowerBrook and CD&R will acquire all the outstanding common stock that TowerBrook does not currently own for $14.30 per share.

The consideration of $14.30 per share in common stock to R1 stockholders represents a premium of approximately 29% to 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 on its Schedule 13D.

The transaction has been unanimously approved by a special committee of the R1 Board of Directors comprised solely of independent directors (the “Special Committee”), which, as previously announced on March 11, 2024, was formed to evaluate strategic alternatives. Transaction negotiations were led by the Special Committee, advised by independent legal and financial advisors, and following the recommendation of the Special Committee, R1’s Board approved the transaction.

“TowerBrook has been an outstanding long-term investor and partner to R1 and shares our vision of being the automation platform of choice for the provider industry,” said Lee Rivas, R1’s CEO. “Our agreement reflects TowerBrook’s and CD&R’s confidence in our team and the unmatched scale, technology and value we provide. We believe the transaction represents the best path forward for R1 at an attractive valuation to our stockholders that reflects the Company’s position as a leading provider of technology-driven solutions for its customers.”

Ian Sacks, Managing Director at TowerBrook, stated, “As a long-term, responsible investor in R1, TowerBrook has supported the development of R1 as a leader in healthcare provider revenue management since 2016. Together with CD&R, we look forward to continuing to invest in the Company’s core operations to drive customer performance and value while also continuing to build R1 as a leader in intelligent automation and in the use of GAI in revenue management.”

“R1 is a trusted partner in healthcare technology and automation,” said Ravi Sachdev, Partner at CD&R. “We see tremendous opportunity to build on R1’s differentiated platform to continue delivering solutions to help healthcare providers operate more efficiently and reduce costs in the system. We are excited to work alongside TowerBrook and the talented team at R1 to continue setting the standard for healthcare performance.”

Upon completion of the transaction, R1 will become a private company and its shares will no longer trade on Nasdaq. The transaction is expected to close by the end of the year, subject to customary closing conditions, including receipt of stockholder approval and regulatory approvals. The transaction is expected to be financed with a combination of committed debt financing and equity from investment funds affiliated with TowerBrook and CD&R.

R1 Second Quarter 2024 Financial Results

R1 expects to release its financial results for the second quarter ended June 30, 2024 on Wednesday, August 7, 2024. Given the transaction announced today, R1 will not host a live conference call in conjunction with its second quarter earnings release. A pre-recorded call will be available at the Investor Relations section of the Company’s website at ir.r1rcm.com on August 7, 2024.

Advisors

Qatalyst Partners and Barclays are serving as financial advisors to the Special Committee and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to the Special Committee. Kirkland & Ellis LLP is acting as legal counsel to the Company.

Centerview Partners LLC is serving as lead financial advisor to TowerBrook and CD&R. In addition, Deutsche Bank and Royal Bank of Canada have committed to provide financing for the transaction, and Deutsche Bank Securities, Inc. and RBC Capital Markets, LLC are serving as financial advisors to TowerBrook and CD&R. Wachtell, Lipton, Rosen and Katz is acting as legal counsel to TowerBrook, and Debevoise & Plimpton LLP is acting as legal counsel to CD&R.

About TowerBrook

TowerBrook Capital Partners is a purpose-driven, transatlantic investment management firm that has raised in excess of $23 billion to date. As a disciplined investor with a commitment to fundamental value, TowerBrook seeks to deliver superior, risk-adjusted returns to investors on a consistent basis, guided by TowerBrook Responsible Ownership^TM principles which are central to the firm’s value creation strategy. TowerBrook partners with talented, experienced managers and senior advisors who share the firm’s values and support its investment objectives, providing capital and resources to transform the capabilities and prospects of the businesses in which it invests, driving better outcomes for all stakeholders. TowerBrook takes an entrepreneurial, multinational, single-team approach and since inception in 2001 has invested in more than 90 companies on both sides of the Atlantic. TowerBrook is the first mainstream private equity firm to be certified as a B Corporation, demonstrating leadership in its commitment to environmental, social and governance (ESG) standards and responsible business practices. For more information, please visit www.towerbrook.com.

About CD&R

Founded in 1978, CD&R is a leading private investment firm with a strategy of generating strong investment returns by building more robust and sustainable businesses through the combination of skilled investment experience and deep operating capabilities. In partnership with the management teams of its portfolio companies, CD&R takes a long-term view of value creation and emphasizes positive stewardship and impact. The firm invests in businesses that span a broad range of industries, including industrial, healthcare, consumer, technology and financial services end markets. CD&R is privately owned by its partners and has offices in New York and London. For more information, please visit www.cdr-inc.com and follow the firm’s activities through LinkedIn and @CDRBuilds on X/Twitter.

About R1 RCM

R1 is a leading provider of technology-driven solutions that transform the financial performance and patient experience for health systems, hospitals, and physician groups. R1’s proven and scalable operating models seamlessly complement a healthcare organization’s infrastructure, quickly driving sustainable improvements to net patient revenue and cash flows while driving revenue yield, reducing operating costs, and enhancing the patient experience. To learn more, visit: r1rcm.com.

Forward-Looking Statements Disclaimer

This communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws, including statements related to the proposed merger of Project Raven Merger Sub, Inc. with and into the Company (the “Transaction”), including financial estimates and statements as to the expected timing, completion and effects of the Transaction. These forward-looking statements are based on the Company’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject to change. Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “aims,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “considered,” “potential,” “estimate,” “continue,” “likely,” “expect,” “target” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the Transaction on anticipated terms and timing or at all, including obtaining required stockholder and regulatory approvals, and the satisfaction of other conditions to the completion of the Transaction; (ii) the ability of affiliates of Raven Acquisition Holdings, LLC to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Transaction; (iii) potential litigation relating to the Transaction that could be instituted against Raven Acquisition Holdings, LLC, the Company or their respective affiliates, directors, managers or officers, including the effects of any outcomes related thereto; (iv) the risk that disruptions from the Transaction, including the diversion management’s attention from the Company’s ongoing business operations will harm the Company’s business, including current plans and operations; (v) the ability of the Company to retain and hire key personnel in light of the Transaction; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) continued availability of capital and financing and rating agency actions; (viii) legislative, regulatory and economic developments affecting the Company’s business; (ix) general economic and market developments and conditions; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect the Company’s financial performance; (xi) certain restrictions during the pendency of the Transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as the Company’s response to any of the aforementioned factors; (xiii) significant transaction costs associated with the Transaction, including the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction, including in circumstances requiring the Company to pay a termination fee or other expenses; (xv) competitive responses to the Transaction, including the possibility that competing offers or acquisition proposals for the Company will be made; (xvi) the risk that the Company’s stock price may decline significantly if the Merger is not consummated; (xvii) the risks and uncertainties pertaining to the Company’s business, including those set forth in Part I, Item 1A of the Company’s most recent Annual Report on Form 10-K and Part II, Item 1A of the Company’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC; and (xviii) the risks and uncertainties that will be described in the proxy statement available from the sources indicated below. These risks, as well as other risks associated with the Transaction, will be more fully discussed in the proxy statement. While the list of factors presented here is, and the list of factors to be presented in the proxy statement will be, considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on the Company’s financial condition, results of operations, credit rating or liquidity. In light of the significant uncertainties in these forward-looking statements, the Company cannot assure you that the forward-looking statements in this communication will prove to be accurate, and you should not regard these statements as a representation or warranty by the Company, its directors, officers or employees or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. These forward-looking statements speak only as of the date they are made, and the Company does not undertake to and specifically disclaims any obligation to publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by applicable law.

Important Additional Information and Where to Find It

In connection with the Transaction, the Company will file with the SEC a proxy statement on Schedule 14A, the definitive version of which will be sent or provided to Company stockholders. The Company, affiliates of the Company and affiliates of each of Clayton, Dubilier & Rice, LLC and TowerBrook Capital Partners L.P. intend to jointly file a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) with the SEC. The Company may also file other documents with the SEC regarding the Transaction. This document is not a substitute for the Proxy Statement, the Schedule 13E-3 or any other document which the Company may file with the SEC. Promptly after filing its definitive proxy statement with the SEC, the Company will mail or provide the definitive proxy statement, the Schedule 13E-3 and a proxy card to each Company stockholder entitled to vote at the meeting relating to the Transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement, Schedule 13E-3 and other documents that are filed or will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov, the Company’s website at ir.r1rcm.com or by contacting the Company’s Investor Relations Team at investorrelations@r1rcm.com.

The Transaction will be implemented solely pursuant to the Merger Agreement dated as of July 31, 2024, among the Company, Raven Acquisition Holdings, LLC and Project Raven Merger Sub, Inc., which contains the full terms and conditions of the Transaction.

Participants in the Solicitation

The Company and certain of its directors, executive officers and other employees, may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Transaction. Information regarding the Company’s directors and executive officers is contained in the “Director Compensation,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” sections of the definitive proxy statement for the 2024 annual meeting of stockholders of R1 RCM Inc., which was filed with the SEC on April 12, 2024 (the “Annual Meeting Proxy Statement”) and will be contained in the proxy statement to be filed by the Company in connection with the Transaction. Any change of the holdings of the Company’s securities by its directors or executive officers from the amounts set forth in the Annual Meeting Proxy Statement have been reflected in the following Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC: by Michael C. Feiner, filed on May 23, 2024; by Agnes Bundy Scanlan, filed on May 23, 2024; by John B. Henneman, III, filed on May 23, 2024; by Anthony R. Tersigni, filed on May 23, 2024; by Jill Smith, filed on May 23, 2024; by Joseph Flanagan, filed on May 23, 2024; by Jeremy Delinsky, filed on May 23, 2024; by David M. Dill, filed on May 23, 2024; by Bradford Kyle Armbrester, filed on May 23, 2024; by Anthony J. Speranzo, filed on May 23, 2024; by Jennifer Williams, filed on June 3, 2024; by John Sparby, filed on June 3, 2024; by Pamela L. Spikner, filed on June 3, 2024; by Lee Rivas, filed on June 3, 2024; and by Kyle Hicok, filed on June 3, 2024. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be included in the definitive proxy statement relating to the Transaction when it is filed with the SEC. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov, the Company’s website at ir.r1rcm.com or by contacting the Company’s Investor Relations Team at investorrelations@r1rcm.com.

Contacts

Investor Relations:

Evan Smith, CFA

(516) 743-5184

investorrelations@r1rcm.com

Media Contact for R1:

Josh Blumenthal

(323) 449-4380

media@r1rcm.com

Andrew Brimmer / Andrea Rose

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

Media Contact for TowerBrook:

Brunswick Group
Alex Yankus
(917) 818-5204
towerbrookcapital@brunswickgroup.com

Media Contact for CD&R:

Jon Selib

212 407 5200

JSelib@cdr-inc.com

TowerBrook Capital Partners L.P. (“TowerBrook”), today announced a majority equity investment in JSM Group Services Ltd. (“JSM” or “the Company”), a UK-based independent connections provider (‘ICP’) focusing on high-voltage works for predominantly Data Center clients in the UK.

Founded in 1998 by current CEO Stuart Wiltshire and current COO John Scanlon, JSM has built a market leading position providing technical infrastructure services to the UK&I’s Power and Communications markets. The Power division provides high-voltage and extra high voltage grid connections to its blue-chip base across the data center, battery storage and renewables markets. The Communications division provides core fibre infrastructure network, data center and mobile network services to a number of longstanding Communications customers. JSM is recognised for its differentiated knowledge and expertise in its core markets, strong operational capability as well as its significant commitment to quality customer service and health & safety.

In recent years, JSM has delivered significant growth, driven particularly by its Power division, which has achieved organic sales growth of 50%+ p.a. over the past 3 years. The Company has successfully developed its market leading position and benefited from trends around growing data demand and connectivity requirements, electrification and decarbonisation. JSM has developed a large and growing order book and pipeline of over £1.2bn providing it with strong forward visibility, and the Company has also expanded internationally with significant opportunity for further penetration into Europe.

JSM will continue to be led by CEO Stuart Wiltshire with the majority of the senior team remaining in the business as it continues to expand its customer base and further develops into international markets. John Leahy will continue as Chair.

Stuart Wiltshire, CEO of JSM, said: “We are very excited to partner with TowerBrook on the next phase of JSM’s journey. We look forward to accelerating our growth further in the UK and internationally alongside TowerBrook, and continuing to grow and develop JSM as one of the leading and trusted infraservices providers in the sector.”

Joseph Knoll and Sumit Dheir of TowerBrook said: “We are excited to be working with the founders and management team at JSM. We have spent several years following the infrastructure services sector and JSM stood out as an exceptionally high-quality asset with an impressive development in the past few years. We are convinced that with our extensive industrial services experience we are the right partners to support the founders and management team in the next phase of growth, both in the UK and internationally.”

TowerBrook was advised by Canaccord (M&A), Fried Frank (Legal), Roland Berger (Commercial), EY (Finance), Eight Advisory (Operational), PwC (Tax and Legal), Baringa (ESG) and Vista (Insurance).