RCM R1 RCM Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

R1 RCM Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY MATERIALS SUBJECT TO COMPLETION

433 W. Ascension Way, Suite 200

Murray, Utah 84123

Dear R1 RCM Inc. Stockholder,

On behalf of the Board of Directors (the “Board”) of R1 RCM Inc., a Delaware corporation (“R1,” the “Company,” “we,” “our” or “us”), we invite you to a special meeting (the “Special Meeting”) of the Company’s stockholders. The meeting will be held virtually via live webcast at:    on    , 2024 at    , Eastern Time.

At the Special Meeting, holders of shares of our common stock, par value $0.01 per share (the “Common Stock”), will be asked to consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger (the “Merger Agreement”) entered into on July 31, 2024, by and among the Company, Raven Acquisition Holdings, LLC, a Delaware limited liability company (“Parent”), and Project Raven Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Buyers”), relating to the proposed acquisition of the Company by Parent and the transactions contemplated by the Merger Agreement, including the Merger (as defined below) of the Company and Merger Sub (collectively, the “Transactions”). The Buyers are (or prior to the closing of the Merger (as defined below) will be) affiliates of investment funds affiliated with TowerBrook Capital Partners L.P. and Clayton, Dubilier & Rice, LLC. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation as a wholly owned subsidiary of Parent (the “Merger”).

Pursuant to the Merger Agreement, each share of Common Stock outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Common Stock held by (i) the Company, Parent, Merger Sub, Raven TopCo, L.P., a Delaware limited partnership and an indirect parent entity of Parent (“Holdings”), any subsidiary of Holdings that is wholly owned prior to the closing of the Merger (each, a “Holdings Subsidiary”) (including any Rollover Shares (as defined below)) or TCP-ASC ACHI Series LLLP, a Delaware series limited liability limited partnership (“TA”), (ii) any direct or indirect wholly owned subsidiary of the Company or of Parent and (iii) stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”)) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $14.30, without interest thereon (the “Merger Consideration”). The Merger Consideration 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, L.L.C. publicly disclosed its initial non-binding acquisition proposal on an amendment to its Schedule 13D.

As of    , 2024, the record date for the Special Meeting (the “Record Date”), TA beneficially owned approximately % of the outstanding shares of Common Stock (excluding the warrant to purchase shares of Common Stock held by TA).

Equity awards with respect to the Company’s Common Stock will be converted at the Effective Time in exchange for (i) in the case of the Company’s outstanding stock options, the right to receive a cash payment equal in value to (A) the total number of shares of Common Stock subject to such stock option multiplied by (B) the amount by which the Merger Consideration exceeds the applicable per share exercise price of such stock option, provided that if the applicable per share exercise price is equal to or exceeds the Merger Consideration, such stock option will be cancelled for no consideration; (ii) in the case of restricted stock units subject to service-based vesting criteria granted prior to July 31, 2024, the right to receive a cash payment equal in value to (A) the total number of shares of Common Stock subject to such award immediately prior to the Effective Time multiplied by (B) the Merger Consideration; (iii) in the case of restricted stock units subject to service-based vesting criteria granted on or after July 31, 2024, the right to receive an amount in cash equal to (A) the number

of shares of Common Stock subject to such award immediately prior to the Effective Time multiplied by (B) the Merger Consideration, and such award will otherwise be subject to the same terms and conditions following the Effective Time (including the applicable vesting schedule) as were applicable to such award as of immediately prior to the Effective Time; and (iv) in the case of restricted stock units subject to performance-based vesting criteria, the right to receive a cash payment equal in value to (A) the total number of shares of Common Stock subject to such performance-based restricted stock unit immediately prior to the Effective Time (determined in accordance with the terms of the respective award) multiplied by (B) the Merger Consideration.

The Merger Agreement also provides that, at the Effective Time: (i) each unexercised warrant to purchase shares of Common Stock (other than any such warrant held as of the Effective Time by the Buyers, Holdings, any Holdings Subsidiary or TA (collectively, the “Buyer Company Warrants”)) that is outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive, promptly following the surrender of such warrant to the Company in accordance with its terms, a cash payment, without interest, equal in value to (A) the number of shares of Common Stock the holder of such warrant would have received had such warrant been exercised in full on a cash basis immediately prior to the Effective Time multiplied by (B) the amount, if any, by which the Merger Consideration exceeds the applicable per share exercise price of such warrant; and (ii) each outstanding Buyer Company Warrant will be cancelled and extinguished without any conversion thereof or consideration paid therefor, unless exercised in accordance with its terms prior to the Effective Time.

Pursuant to the Merger Agreement, following the date of the Merger Agreement and prior to the closing of the Merger (the “Closing”), one or more of the Company’s stockholders (including employees of the Company and its Subsidiaries) (each, a “Rollover Stockholder”) may each enter into a rollover agreement with Holdings or a Holdings Subsidiary (each, a “Rollover Agreement”) on terms mutually agreeable among Parent and the parties to such agreement. Pursuant to the terms of such Rollover Agreement, among other things, each such Rollover Stockholder will, immediately prior to the Closing, transfer or contribute a number of shares of Common Stock (the “Rollover Shares”) to Holdings or such Holdings Subsidiary in exchange for equity interests of Holdings or such Holdings Subsidiary having an equivalent value, on the terms and subject to the conditions set forth in the applicable Rollover Agreement. The holders of the Rollover Shares will not be entitled to receive the Merger Consideration in respect of the Rollover Shares.

If the Merger is completed, R1 will become a privately held company, wholly owned by Parent, and its Common Stock will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as promptly as practicable following the Effective Time.

The Board formed a special committee (the “Special Committee”) of independent and disinterested members of the Board to, among other things, review, evaluate and negotiate the Merger Agreement and the Transactions. The Special Committee evaluated the Merger Agreement and the Transactions, in consultation with its own independent legal and financial advisors and considered various factors. After careful consideration, the Special Committee unanimously (i) determined that the Merger Agreement and the Transactions are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders (as defined below), (ii) recommended to the Board that it approve the Merger Agreement and the Transactions, (iii) recommended that the Unaffiliated Stockholders adopt the Merger Agreement at a meeting of the Company’s stockholders and (iv) recommended to the Board that it approve the treatment of each company equity award in the manner described in the Merger Agreement. “Unaffiliated Stockholders” means holders of Common Stock, excluding those shares of Common Stock held, directly or indirectly, by or on behalf of (i) Parent and the Rollover Stockholders, their respective affiliates and associates (within the meaning of Rule 12b-2 of the Exchange Act) and portfolio companies majority owned by such investment fund affiliates and (ii) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act.

At a meeting with all members of the Board present, the Board, in accordance with the recommendation of the Special Committee as described above (with all directors voting in favor and no director abstaining from the vote, although it was noted that, for purposes of the approval of the transaction in accordance with the contractual provisions of the TA Investor Rights Agreement, dated as of June 21, 2022, between the Company, TA and the

other parties thereto, as amended by Amendment No. 1 to the Amended and Restated Investor Rights Agreement, dated as of February 5, 2024, directors designated by TA were not deemed to vote), (i) determined that the Merger Agreement and the Transactions are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved the execution and delivery of the Merger Agreement, the performance by the Company of its covenants and other obligations under the Merger Agreement and the consummation of the Transactions and (iii) recommended that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL at a meeting of the Company’s stockholders.

The Board recommends that the Company’s stockholders vote “FOR” the proposal to approve and adopt the Merger Agreement.

At the Special Meeting, stockholders will also be asked to consider and vote on an advisory and non-binding proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with the Merger.

The Board recommends that you vote “FOR” the advisory and non-binding proposal regarding certain Merger-related executive compensation arrangements.

The enclosed proxy statement describes the Merger Agreement and the Transactions and provides specific information concerning the Special Meeting. In addition, you may obtain information about the Company from documents filed with the Securities and Exchange Commission (the “SEC”). We urge you to, and you should, read the entire proxy statement, and its appendices, as well as the related Schedule 13E-3 and the Merger Agreement, carefully, as these documents set forth the details of the Merger Agreement, and other important information related to the Transactions.

Your vote is very important regardless of the number of shares of Common Stock you own. Whether or not you plan to attend the Special Meeting, please mark, validly sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying postage-paid envelope, or submit your proxy electronically by telephone or over the Internet (please follow the instructions for voting by telephone or Internet on your proxy card). The approval of the proposal to adopt the Merger Agreement requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Common Stock entitled to vote in accordance with the DGCL. Each record holder of Common Stock is entitled one vote for each share of Common Stock owned of record on the Record Date. If you attend the Special Meeting virtually or by proxy and abstain from voting, the effect will be that your shares will count towards the quorum at the Special Meeting and will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement and will have no effect on the outcome of the proposal regarding certain Merger-related executive compensation arrangements. If you (a) fail to submit a proxy over the Internet, by telephone, by mail or otherwise fail to attend the Special Meeting and cast your vote or (b) fail to give voting instructions to your brokerage firm, bank or other nominee, your shares will not count towards the quorum at the Special Meeting, and if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to approve and adopt the Merger Agreement and will have no effect on the outcome of the proposal regarding certain Merger-related executive compensation arrangements.

While stockholders may exercise their right to vote their shares of Common Stock at the Special Meeting, we recognize that many stockholders may not be able to attend the Special Meeting or may wish to have their shares of Common Stock voted by proxy even if they are able to attend. Accordingly, we have enclosed a proxy card that will enable your shares of Common Stock to be voted on the matters to be considered at the Special Meeting regardless of whether you are able to attend. Submitting a proxy will ensure that your shares of Common Stock are represented at the Special Meeting, but will not prevent you from submitting a subsequent proxy to change your voting instructions or from voting your shares of Common Stock if you subsequently choose to attend the Special Meeting.

If your shares of Common Stock are held through a brokerage firm, bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares as a “beneficial owner,” you should follow the directions provided by your brokerage firm, bank or other nominee regarding how

to instruct your brokerage firm, bank or other nominee to vote your shares of Common Stock at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, without you providing those instructions, your shares of Common Stock will not be counted for purposes of a quorum and will not be voted at the Special Meeting.

For additional information about the Transactions, assistance in submitting proxies or voting shares of Common Stock, or to request additional copies of the proxy statement or the enclosed proxy card, please contact the Company’s proxy solicitor at:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders, please call toll-free: (877) 750-0637

Banks and brokerage firms, please call: (212) 750-5833

On behalf of the Board, we would like to express our appreciation for your continued interest in R1.

On behalf of the Board,

M. Sean Radcliffe

Corporate Secretary

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated    , 2024 and is first being mailed to the Company’s stockholders on or about    , 2024.

R1 RCM Inc.

A Delaware Corporation

433 W. Ascension Way

Suite 200

Murray, UT 84123

Dear R1 RCM Inc. Stockholders:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of R1 RCM Inc., a Delaware corporation (“R1” or the “Company,” “we,” “our” or “us”), at    a.m. Eastern Time on    , 2024. The Special Meeting will be held virtually via live webcast at:    or at such other time, on such other date and at such other place to which the meeting may be adjourned. The Special Meeting will be held for the following purposes:

Proposal No. 1—The Merger Proposal—to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of July 31, 2024 (the “Merger Agreement”) by and among the Company, Raven Acquisition Holdings, LLC, a Delaware limited liability company (“Parent”), and Project Raven Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub,” and together with Parent, the “Buyers”), pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation as a wholly owned subsidiary of Parent (the “Merger”) and approve the transactions contemplated thereby (the “Merger Proposal”) (a copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement); and

Proposal No. 2—The Merger-Related Compensation Proposal—to consider and vote upon an advisory and non-binding proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with the Merger (the “Merger-Related Compensation Proposal”).

Approval of the Merger Proposal is required for completion of the Merger and the transactions contemplated by the Merger Agreement (the Merger and the other transactions contemplated by the Merger Agreement, the “Transactions”). None of the other proposals to be considered at the Special Meeting is a condition to the obligation of the parties to complete the Transactions and no proposal is cross-conditioned on the approval of any other. The Merger Agreement is subject to the satisfaction or waiver of certain closing conditions as described in the accompanying proxy statement. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement. The Transactions constitute a “going-private transaction” under the rules of the Securities and Exchange Commission (the “SEC”). TCP-ASC ACHI Series LLLP, a Delaware series limited liability limited partnership (“TA”), beneficially owned approximately  % of the Company’s outstanding shares of common stock, par value $0.01 per share (the “Common Stock”) as of    , 2024 (the “Record Date”) (excluding the warrant to purchase shares of Common Stock held by TA).

These items of business are described in the accompanying proxy statement, which you are encouraged to read carefully and in its entirety before voting.

Only holders of record of Common Stock at the close of business on the Record Date are entitled to receive this notice of and to vote and have their votes counted at the Special Meeting and any adjournment of the Special Meeting.

The accompanying proxy statement and proxy card are being provided to the Company’s stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, all of the Company’s stockholders are urged to read the accompanying proxy statement, including the Annexes and the documents referred to herein, carefully and in their entirety.

The Board formed a special committee (the “Special Committee”) of independent and disinterested members of the Board to, among other things, review, evaluate and negotiate the Merger Agreement and the Transactions. The Special Committee evaluated the Merger Agreement and the Transactions, in consultation with

its own independent legal and financial advisors and considered various material factors. After careful consideration, the Special Committee unanimously (i) determined that the Merger Agreement and the Transactions are advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders (as defined below), (ii) recommended to the Board that it approve the Merger Agreement and the Transactions, (iii) recommended that the Unaffiliated Stockholders adopt the Merger Agreement at a meeting of the Company’s stockholders and (iv) recommended to the Board that it approve the treatment of each company equity award in the manner described in the Merger Agreement. “Unaffiliated Stockholders” means holders of Common Stock, excluding those shares of Common Stock held, directly or indirectly, by or on behalf of (i) Parent and any of the Company’s stockholders (including employees of the Company and its Subsidiaries) that enter into a rollover agreement with Raven TopCo, L.P. (“Holdings”) or any subsidiary of Holdings that is wholly owned prior to the closing of the Merger, their respective affiliates and associates (within the meaning of Rule 12b-2 of the Exchange Act) and portfolio companies majority owned by such investment fund affiliates and (ii) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act.

At a meeting with all members of the Board present, the Board, in accordance with the recommendation of the Special Committee as described above (with all directors voting in favor and no director abstaining from the vote, although it was noted that, for purposes of the approval of the transaction in accordance with the contractual provisions of the TA Investor Rights Agreement, dated as of June 21, 2022, between the Company, TA and the other parties thereto, as amended by Amendment No. 1 to the Amended and Restated Investor Rights Agreement, dated as of February 5, 2024, directors designated by TA were not deemed to vote), (i) determined that the Merger Agreement and the Transactions are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved the execution and delivery of the Merger Agreement, the performance by the Company of its covenants and other obligations under the Merger Agreement and the consummation of the Transactions and (iii) recommended that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL at a meeting of the Company’s stockholders.

The Board recommends that the Company’s stockholders vote “FOR” the Merger Proposal. The Board also recommends that the Company’s stockholders vote “FOR” the Merger-Related Compensation Proposal.

If a quorum is present, the vote required to approve each of the proposals is as follows:

Banks, brokers and other nominees that hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees that hold shares in “street name” for a beneficial owner of those shares are not allowed to exercise voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. “Broker non-votes” occur when shares held in “street name” are present at a stockholder meeting at which at least one item of business is a routine proposal, but the bank, broker or other nominee is not instructed by the beneficial owner of those shares to vote on a particular proposal for which the bank, broker or other nominee does not have discretionary voting power. Under applicable rules, each of the proposals to be voted on at the Special Meeting will be “non-routine,” and therefore, it is expected that there will be no broker non-votes at the Special Meeting. Accordingly, if you beneficially own shares of Common Stock held in “street name,” and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee may not vote

your shares on the Merger Proposal or the Merger-Related Compensation Proposal, and your shares will not be considered present and entitled to vote at the Special Meeting for the purpose of determining whether a quorum is present at the Special Meeting. Broker non-votes, if any, will have the same effect as a vote “AGAINST” the Merger Proposal and will have no effect on the outcome of the Merger-Related Compensation Proposal.

Your vote is very important. Whether or not you plan to virtually attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The Transactions will be consummated only if the Merger Proposal is approved at the Special Meeting. None of the proposals are cross-conditioned on the approval of any other.

The Special Meeting will be held virtually via live webcast at the following website:    . You will be able to vote your shares electronically during the Special Meeting by logging in using the 16-digit control number printed on your proxy card or voting instruction form accompanying these proxy materials. We recommend that you log in at least fifteen minutes in advance of the Special Meeting to ensure that you are logged in when the Special Meeting starts.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in accordance with the recommendations of the Board. If you fail to return your proxy card, and do not attend the Special Meeting and vote electronically, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal. If you are a stockholder of record and you attend the Special Meeting and wish to vote electronically, you may withdraw your proxy, if one was previously provided, and vote electronically.

Your attention is directed to the remainder of the accompanying proxy statement following this notice (including the Annexes and other documents referred to herein) for a more complete description of the Transactions and each of the proposals. You are encouraged to read the proxy statement carefully and in its entirety, including the Annexes and other documents referred to herein. The accompanying proxy statement, as well as the Merger Agreement attached thereto, are hereby incorporated by reference in this notice.

Thank you for your participation. We look forward to your support.

By Order of the Board,

M. Sean Radcliffe

Corporate Secretary

Murray, Utah

     , 2024

YOUR VOTE IS IMPORTANT

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE SPECIAL MEETING. THEREFORE, PLEASE SUBMIT YOUR PROXY (1) OVER THE INTERNET, (2) BY TELEPHONE OR (3) BY MAIL. FOR SPECIFIC INSTRUCTIONS, PLEASE REFER TO THE QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING BEGINNING ON PAGE 14 OF THIS PROXY STATEMENT AND THE INSTRUCTIONS ON THE PROXY CARD RELATING TO THE SPECIAL MEETING.

ADDITIONAL INFORMATION

For additional information about the Merger, assistance in submitting proxies or voting your shares of Common Stock, or to request additional copies of the proxy statement or the enclosed proxy card, please contact the Company’s proxy solicitor at:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders, please call toll-free: (877) 750-0637

Banks and brokerage firms, please call: (212) 750-5833

If your shares of Common Stock are held through a brokerage firm, bank or other nominee, you may also contact your brokerage firm, bank or other nominee for additional information.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON      , 2024.

The proxy statement is available in the “Investor Relations” section of the Company’s website at https://ir.r1rcm.com and at    . The information contained on, or accessible through, the Company’s website is not incorporated in, and does not form a part of, the proxy statement or any other report or document filed by or furnished to the SEC by the Company.

The Company has supplied all information relating to the Company, and Parent has supplied, and the Company has not independently verified, all of the information relating to Parent or Merger Sub.

NEITHER THE COMPANY NOR PARENT HAS AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED    , 2024. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE (OR AS OF AN EARLIER DATE IF SO INDICATED IN THIS PROXY STATEMENT), AND THE SENDING OF THIS PROXY STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY. THIS PROXY STATEMENT DOES NOT CONSTITUTE A SOLICITATION OF A PROXY IN ANY JURISDICTION WHERE, OR TO OR FROM ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE A PROXY SOLICITATION.

TABLE OF CONTENTS

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DEFINED TERMS

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below:

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers address briefly some questions you may have regarding the Merger Agreement, the Merger and the Special Meeting. These questions and answers may not address all questions that may be important to you as a holder of shares of Common Stock. For important additional information, please refer to the more detailed discussion contained elsewhere or incorporated herein by reference into this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement.

This proxy statement and the related Schedule 13E-3, each of which you should read carefully, contain important information about the Merger, the Merger Agreement and the Special Meeting and the matters to be voted on thereat. The enclosed materials allow you to submit a proxy to vote your shares of Common Stock without attending the Special Meeting and to ensure that your shares of Common Stock are represented and voted at the Special Meeting.

Your vote is very important. Even if you plan to attend the Special Meeting, you are encouraged to submit a proxy as soon as possible.

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Company Equity Awards will be converted at the Effective Time into, (i) in the case of Company Options, the right to receive a cash payment equal in value to (A) the total number of shares of Common Stock subject to such Company Option multiplied by (B) the amount by which the Merger Consideration exceeds the applicable per share exercise price of such Company Option, provided that if the applicable per share exercise price is equal to or exceeds the Merger Consideration, such Company Options will be cancelled at the Effective Time for no consideration, (ii) in the case of Company RSUs that were granted prior to July 31, 2024, the right to receive a cash payment equal in value to (A) the total number of shares of Common Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (B) the Merger Consideration, (iii) in the case of Company RSUs that were granted on or after July 31, 2024, the right to receive an amount in cash equal to (A) the number of shares of Common Stock subject to such Company RSU immediately prior to the Effective Time multiplied by (B) the Merger Consideration, which will otherwise be subject to the same terms and conditions following the Effective Time (including the applicable vesting schedule) as were applicable to such Company RSU as of immediately prior to the Effective Time and (iv) in the case of Company PBRSUs, the right to receive a cash payment equal in value to (A) the total number of shares of Common Stock subject to such Company PBRSU immediately prior to the Effective Time (determined in accordance with the terms of the respective Company PBRSU award) multiplied by (B) the Merger Consideration. The treatment of Company Equity Awards is more fully described in the section entitled “Special Factors—Treatment of Equity Compensation Awards” beginning on page 83 of this proxy statement.

In addition, Company Warrants (other than any Buyer Company Warrant) will be entitled to receive a cash payment, without interest, equal in value to (A) the number of shares of Common Stock the holder of such Company Warrant would have received had such Company Warrant been exercised in full on a cash basis immediately prior to the Effective Time multiplied by (B) the amount, if any, by which the Merger Consideration exceeds the applicable per share exercise price of such Company Warrant. Buyer Company Warrants will not be entitled to receive any consideration, unless exercised in accordance with such Buyer Company Warrant’s terms prior to the Effective Time.

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If you encounter technical difficulties with the virtual meeting platform on the Special Meeting day, please call the technical support number that will be posted on the Special Meeting website. Technical support will be available starting at    a.m. Eastern Time and until the end of the Special Meeting.

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If you attend the Special Meeting virtually or by proxy and abstain from voting, the effect will be that your shares will count towards the quorum at the Special Meeting, will have the same effect as a vote “AGAINST” the Merger Proposal and will have no effect on the outcome of the Merger-Related Compensation Proposal. If you (i) fail to submit a proxy over the Internet, by telephone, by mail or otherwise fail to attend the Special Meeting and cast your vote or (ii) fail to give voting instructions to your brokerage firm, bank or other nominee, your shares will not count towards the quorum at the Special Meeting, and if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal and will have no effect on the outcome of the Merger-Related Compensation Proposal.

In addition, the Company’s directors and executive officers have informed the Company that, as of the date of this proxy statement, they intend to vote all of the shares of Common Stock owned directly by them in favor of the Merger Proposal and each of the other proposals listed in this proxy statement. As of the Record Date, the Company’s directors and executive officers beneficially owned and were entitled to vote, in the aggregate,  % of the voting power of the shares of Common Stock outstanding as of such date.

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Banks, brokers and other nominees that hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees that hold shares in “street name” for a beneficial owner of those shares are not allowed to exercise voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. “Broker non-votes” occur when shares held in “street name” are present at a stockholder meeting at which at least one item of business is a routine proposal, but the bank, broker or other nominee is not instructed by the beneficial owner of those shares to vote on a particular proposal for which the bank, broker or other nominee does not have discretionary voting power. Under applicable rules, each of the proposals to be voted on at the Special Meeting will be “non-routine,” and therefore, it is expected that there will be no broker non-votes at the Special Meeting. Accordingly, if you beneficially own shares of Common Stock held in “street name,” and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee may not vote your shares on the Merger Proposal or the Merger-Related Compensation Proposal, and your shares will not be considered present and entitled to vote at the Special Meeting for the purpose of determining whether a quorum is present at the Special Meeting. Broker non-votes, if any, will not affect the outcome of the vote with respect to the Merger-Related Compensation Proposal, but will be counted as a vote “AGAINST” with respect to the Merger Proposal.

Broadridge Financial Solutions will count, tabulate and certify the votes. A representative of Broadridge Financial Solutions will serve as the inspector of elections at the Special Meeting.

Shares of Common Stock present or represented by proxy (including shares that abstain or do not vote with respect to one or more of the matters to be voted upon) will be counted for the purpose of determining whether a quorum exists. Broker non-votes will not be considered present and entitled to vote at the special meeting for the purpose of determining the presence of a quorum.

The chairperson of the Special Meeting is permitted by the Company’s bylaws to adjourn the Special Meeting. If a quorum is not present, the Company expects that the Special Meeting will be adjourned until a quorum is obtained.

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You should therefore follow the directions on the enclosed voting instruction form to promptly provide your bank, brokerage firm or other nominee with instructions as to how to vote your shares of Common Stock on your behalf.

Please note that you may not vote shares held in “street name” by returning a proxy card or voting instruction form directly to the Company.

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A Non-U.S. Holder generally will not be subject to U.S. federal income tax with respect to the exchange of Common Stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States.

For more information, see the section entitled “Special Factors—U.S. Federal Income Tax Considerations of the Merger,” beginning on page 100 of this proxy statement. Stockholders should consult their tax advisors concerning the U.S. federal income tax considerations relating to the Merger in light of their particular circumstances and any considerations arising under the laws of any state, local or foreign taxing jurisdiction.

In addition, if you sell your shares of Common Stock prior to the Special Meeting or prior to the Effective Time, you will not be eligible to exercise your appraisal rights with respect to those shares of Common Stock in respect of the Merger. For a more detailed discussion of appraisal rights and the requirements for perfecting your appraisal rights, see the section entitled “Appraisal Rights” beginning on page 162 of this proxy statement.

In such cases, each stockholder continues to receive a separate notice of the Special Meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of shares of Common Stock held through such firms. If your family has multiple accounts holding shares of Common Stock, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may

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decide at any time to revoke your decision to household, and thereby receive multiple copies. See the section entitled “Householding” beginning on page 174 of this proxy statement.

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders, please call toll-free: (877) 750-0637

Banks and brokerage firms, please call: (212) 750-5833

If your shares of Common Stock are held through a brokerage firm, bank or other nominee, you may also call your brokerage firm, bank or other nominee for additional information.

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SPECIAL FACTORS

Background of the Merger

The following chronology summarizes the key meetings and events that led to and followed the signing of the Merger Agreement. This chronology does not purport to catalog every conversation of or among the members of the Board, the members of the Special Committee, the representatives of the Company or the Special Committee, or other parties, including New Mountain, TA, CD&R and their respective affiliates.

The Board regularly evaluates the Company’s strategic direction and ongoing business plans with a view toward strengthening the Company’s businesses and enhancing stockholder value. As part of this evaluation, a variety of strategic alternatives have been considered or discussed from time to time by the Board or by members of the Board. These have included, among others, (i) the continuation of, and potential improvements to, current business plans, (ii) the investment in, and development of, new products and services, and expansion into new markets, (iii) capital raising activities, (iv) potential expansion opportunities through acquisitions or other commercial relationships and (v) business combinations and other financial and strategic alternatives, including the sale of the Company.

From time to time, including following the Cloudmed Transaction discussed below, various financial sponsors have expressed interest in a potential acquisition of the Company. However, except as described in this section, none have proposed economic terms to the Company, and the Company has not provided or been asked to provide any confidential due diligence information to such persons. In addition, following the Cloudmed Transaction, which significantly altered the business and size of the Company, no strategic counterparty has expressed interest in a potential acquisition of the Company or business combination with the Company.

On January 9, 2022, Old R1 RCM entered into an agreement with the CoyCo Entities (both affiliates of New Mountain), pursuant to which New Mountain’s Cloudmed business would combine with Old R1 RCM under a newly formed holding company (i.e., the Company), with the CoyCo Entities receiving shares of Common Stock equal to approximately 30% of the fully diluted shares of Common Stock on a pro forma basis after giving effect to the transaction (the “Cloudmed Transaction”).

On June 21, 2022, the Cloudmed Transaction closed and, concurrently, the Company and the CoyCo Entities entered into the CoyCo Investor Rights Agreement. The CoyCo Investor Rights Agreement contains a standstill provision that, among other things, does not permit the CoyCo Entities or any of their affiliates to form or join any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock or make acquisition proposals to the Company unless previously requested by the Board.

Concurrently with the closing of the Cloudmed Transaction, the Company and TA, an investment vehicle jointly owned by affiliates of Ascension (the Company’s largest customer) and TowerBrook, entered into the TA Investor Rights Agreement. The TA Investor Rights Agreement contains a standstill provision with respect to TA and its affiliates that is the same as the standstill provision in the CoyCo Investor Rights Agreement. For a summary of the TA Investor Rights Agreement, see the section entitled “Important Information Regarding the Company—Past Contracts, Transactions, Negotiations and Agreements” beginning on page 150 of this proxy statement.

On January 26, 2024, New Mountain, which at the time held approximately 32% of the outstanding shares of Common Stock according to its then most recently filed Schedule 13D/A, submitted a request to the Company for a waiver of the standstill restrictions contained in the CoyCo Investor Rights Agreement, in order to permit New Mountain to make a proposal to acquire all of the outstanding shares of Common Stock not owned by New Mountain (the “New Mountain January 26 Waiver Request”). Attached to the New Mountain January 26 Waiver Request was a draft non-binding proposal with a proposed purchase price of $13.75 per share in cash (the “New Mountain January 26 Draft Proposal”).

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On January 31, 2024, the Board held a meeting, also attended by Company management and representatives of Kirkland & Ellis LLP, legal advisor to the Company (“Kirkland”). The members of the Board, Company management and representatives of Kirkland discussed the New Mountain January 26 Draft Proposal and the New Mountain January 26 Waiver Request. Matthew Holt, a director of the Company and Managing Director and President, Private Equity, of New Mountain, addressed the Board. After Company management and New Mountain’s designees on the Board (Bradford Kyle Armbrester, Jeremy Delinsky and Mr. Holt (together, the “New Mountain Board Designees”)) were excused from the meeting, the Board discussed potential responses to the New Mountain January 26 Waiver Request, and discussed that TA had expressed an interest in discussing a potential transaction involving the Company, that the execution risk of a transaction with New Mountain was great and that a joint proposal with TA would be more actionable. After further discussion of a range of options with respect to the New Mountain January 26 Draft Proposal, the Board determined that the Company should take no action at the time on the New Mountain January 26 Waiver Request, but should request that New Mountain discuss a potential transaction involving the Company with TA. TA at the time held approximately 36% of the outstanding shares of Common Stock (including securities convertible into Common Stock) according to its then most recently filed Schedule 13D/A.

Following the Board’s determination at the January 31, 2024 meeting, the Company requested that New Mountain discuss a potential transaction involving the Company with TA. Mr. Delinsky, among others, participated in such discussions as a representative of New Mountain.

On February 5, 2024, the Company entered into an amendment to each of the TA Investor Rights Agreement and the CoyCo Investor Rights Agreement, which eliminated TA’s and New Mountain’s respective rights to approve increases to the size of the Board, as a result of the settlement in an unrelated stockholder lawsuit, as disclosed in the Current Report on Form 8-K that the Company filed on February 6, 2024.

Between January 26 and February 26, 2024, Jill Smith and Agnes Bundy Scanlan, directors of the Company, had several conversations separately with Lee Rivas, a director and Chief Executive Officer of the Company, Joseph Flanagan, a director and the former Chief Executive Officer of the Company, John B. Henneman, the lead independent director of the Board, and Sean Radcliffe, General Counsel of the Company, regarding considerations around process in connection with a potential transaction.

On February 26, 2024, New Mountain submitted a request to the Company for a waiver of the standstill restrictions contained in the CoyCo Investor Rights Agreement, in order to permit New Mountain to make a proposal to acquire all of the outstanding shares of Common Stock not owned by New Mountain (the “New Mountain February 26 Waiver Request”), which also stated that, at the request of the Board, New Mountain and TA were having ongoing discussions regarding a potential transaction. Attached to the New Mountain February 26 Waiver Request was a revised draft non-binding proposal with a proposed purchase price of $13.75 per share in cash and which did not require the participation of any other existing stockholders (the “New Mountain February 26 Draft Proposal”).

Later that day, New Mountain filed an amendment to its Schedule 13D, which described the New Mountain January 26 Draft Proposal, the New Mountain February 26 Draft Proposal, the New Mountain January 26 Waiver Request, the New Mountain February 26 Waiver Request and the status of New Mountain’s ongoing discussions with TA.

After New Mountain filed its Schedule 13D amendment, various financial sponsors contacted Mr. Rivas expressing potential interest in a transaction with respect to the Company and one financial sponsor contacted Mr. Flanagan. However, none of these financial sponsors expressed an interest in pursuing a transaction other than as a co-investor with New Mountain or TA.

On February 28, 2024, the Board held a regularly scheduled meeting, also attended by Company management, representatives of Kirkland and non-director representatives of each of TA and New Mountain.

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Among other matters discussed over the course of this meeting, the Board was provided with an update regarding the Company’s operational performance during 2023, anticipated priorities and challenges for the business, including the anticipated impact of the Change Healthcare cyberattack and other headwinds and developments affecting certain end-to-end and physician customers. In addition, the Board was provided with a summary of, and discussed, the New Mountain February 26 Waiver Request and the New Mountain February 26 Draft Proposal, including the status of New Mountain’s ongoing discussions with TA regarding a potential transaction. Mr. Holt provided New Mountain’s perspective on its waiver request and related draft non-binding proposal. The New Mountain Board Designees and representatives of each of TA (other than TA’s designees on the Board, each of whom remained in attendance) and New Mountain then left the meeting. Representatives of Kirkland reviewed with the remaining Board members the Board’s fiduciary duties and led the Board through a review and discussion of a range of options with respect to the New Mountain February 26 Waiver Request and the New Mountain February 26 Draft Proposal. The remaining directors and Company management discussed the potential engagement of financial advisors, including Barclays, which had acted as Cloudmed’s financial advisor during its acquisition by the Company and for the Company in other previous unrelated transactions. After discussion, the Board indicated it was supportive of management engaging a financial advisor on behalf of the Company, after which Company management (including Mr. Rivas) left the meeting. Representatives of Kirkland then discussed with the Board potential next steps and options for the Board to review a potential transaction with New Mountain, including the potential formation of an independent special committee of the Board comprised of directors who were independent of New Mountain, TowerBrook, Ascension and their respective affiliates (collectively, the “Investor Parties”), given the possibility that TA might be interested in making a joint bid with New Mountain for such a transaction.

Also at the Board’s February 28, 2024 regularly scheduled meeting, the Board reconstituted its Executive Committee, appointing Mr. Flanagan, Mr. Henneman, Mr. Holt, Mr. Rivas, Ian Sacks, a director of the Company designated by TA and Managing Director of TowerBrook, and Anthony J. Speranzo, a director of the Company designated by TA and Chief Executive Officer and President of Ascension Capital, LLC (“Ascension Capital”), as the members of the Executive Committee. However, there have been no meetings of the reconstituted Executive Committee and such committee has taken no action related to the Special Committee’s review of strategic alternatives.

During early 2024, Mr. Delinsky engaged in high-level discussions with representatives of each of New Mountain and TA regarding Mr. Delinsky’s potential service in a management role with the Company following a possible joint transaction. Certain of these discussions involved Mr. Flanagan, who also was approached by representatives of each of New Mountain and TA about potential leadership roles with the Company following a possible joint transaction, including possible service on a leadership team that included Mr. Delinsky. Throughout February 2024 and early March 2024, Mr. Delinsky was shown preliminary term sheets regarding the terms of his potential employment, including compensation, which were intended to be discussed between New Mountain and TA. In early March 2024, representatives of each of New Mountain and TA discussed with Mr. Flanagan possible compensation frameworks for different leadership roles with the Company that Mr. Flanagan might take following a joint transaction.

On February 29, 2024, Ms. Smith contacted a representative of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) based on Ms. Smith’s experience working with Skadden on public company mergers and acquisitions unrelated to the Company, given the fact that the Board was considering potential courses of action in responding to the New Mountain February 26 Waiver Request and the New Mountain February 26 Draft Proposal, and the possibility that TA might be interested in making a joint bid with New Mountain regarding a potential transaction with respect to the Company.

On March 3, 2024, the Board held an informational session, also attended by representatives of Barclays and Kirkland, without the New Mountain Board Designees present. Representatives of Barclays provided a situational summary of the New Mountain February 26 Waiver Request and the New Mountain February 26 Draft Proposal and reviewed potential strategic alternatives with the Board. Representatives of Kirkland

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discussed with the Board its fiduciary duties, the Company’s rights and obligations under the investor rights agreements with each of TA and New Mountain, and the potential implications of a change of control transaction of the Company under the Company’s key customer agreements. Representatives of Kirkland also discussed with the Board potential next steps and options for the Board to review a potential transaction with New Mountain, including the formation of an independent special committee of the Board comprised of directors who were independent of the Investor Parties, given the possibility that TA might be interested in making a joint bid with New Mountain for such a transaction.

Between March 3 and March 7, 2024, in anticipation of the Board reviewing and acting on the formation of an independent special committee and at the request of Mr. Radcliffe, representatives of Skadden conducted interviews of directors who expressed an interest in serving on an independent special committee in order to assess whether each such director was independent of the Investor Parties and disinterested with respect to a potential transaction between the Company and the Investor Parties.

On March 5, 2024, Ms. Bundy Scanlan, Mr. Flanagan and Ms. Smith called a Board meeting for March 7, 2024, to review and act upon a motion for the formation of an independent special committee. These directors discussed this step with each other prior to and following the Board’s March 3 informational session, including in certain discussions that included Mr. Radcliffe and/or representatives of Skadden.

On March 7, 2024, the Board held a meeting, also attended by Company management and representatives of Skadden. It was noted that representatives of Skadden were present at the invitation of Mr. Radcliffe, although Skadden had not been engaged by the Company and, in the event that an independent special committee were formed, the independent special committee would make its own determination as to engaging an independent legal advisor (whether Skadden or another firm selected by the independent special committee). Representatives of Skadden discussed with the Board the fiduciary duty considerations for directors under Delaware law in responding to the New Mountain February 26 Waiver Request and the New Mountain February 26 Draft Proposal and the possibility that the Investor Parties might pursue a joint transaction in the future. Representatives of Skadden then discussed with the Board Skadden’s process of interviewing directors who had expressed willingness to serve on an independent special committee and determining whether such individuals were independent and disinterested with respect to the Investor Parties and a potential transaction. Representatives of Skadden noted that there were no known facts relevant to Mmes. Bundy Scanlan and Smith that constituted actual or potential conflicts of interest relative to either the Investor Parties or a potential transaction.

After discussion, the Board voted (except for (x) Mr. Speranzo, Clay Ashdown, a director of the Company affiliated with IHC Health Services, Inc. (“Intermountain Health”), and Mr. Sacks, all of whom left the meeting prior to the vote, and (y) Anthony Tersigni, a director of the Company designated by TA and Chair of Ascension Capital’s board of directors, and Neal Moszkowski, a director of the Company designated by TA and Chair of TowerBrook, both of whom abstained from voting) to form an independent special committee of the Board, comprised of Mmes. Bundy Scanlan and Smith, with the power and authority to, among other things, (i) consider, review and evaluate a Potential Transaction and any Other Alternative, (ii) explore a Potential Transaction or any Other Alternative to ultimately determine whether such Potential Transaction or any Other Alternative is advisable, fair to, and in the best interests of, the Company’s stockholders (excluding any stockholder who is not disinterested), and to recommend to the Board (in its sole discretion) the advisability of any Potential Transaction or any Other Alternative, (iii) participate in and direct the negotiation of the terms and conditions of any Potential Transaction or any Other Alternative, and authorize, monitor and exercise general oversight on behalf of the Company of all agreements, proceedings and activities of the Company involving, responding to or relating to any Potential Transaction or any Other Alternative, (iv) terminate any negotiations, discussions or consideration of, or reject, on behalf of the Company, any Potential Transaction or any Other Alternative, (v) in the event that definitive documents and agreements with respect to any Potential Transaction or any Other Alternative are entered into, authorize, monitor and exercise general oversight on behalf of the Company of all further agreements, proceedings and activities of the Company involving or relating to such

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Potential Transaction or any Other Alternative or the consummation or termination thereof and (vi) retain its own independent financial and legal advisors and incur such reasonable expenses in connection with the discharge of its duties. The Board also resolved that the Special Committee, if applicable, would determine whether a Potential Transaction or any Other Alternative is advisable, fair to, and in the best interests of the unaffiliated security holders of the Company and that, for so long as the Special Committee was existing, the Board would not approve, recommend for approval or implement any Potential Transaction or any Other Alternative (or any modification, variation, supplement or waiver of a Potential Transaction or any Other Alternative) or submit any such Potential Transaction or any Other Alternative for the approval of stockholders of the Company, unless the Special Committee had, in its sole discretion, recommended such Potential Transaction or any Other Alternative and such recommendation had not been revoked or withdrawn.

On March 11, 2024, the Company issued a press release announcing the formation of the Special Committee (the “March 11 Press Release”).

Following the publication of the March 11 Press Release, Barclays received inbound inquiries from financial sponsors expressing potential interest in the Company. Specifically, in March 2024, representatives of nine financial sponsor counterparties, including CD&R, contacted representatives of Barclays to express potential interest in being a co-investor with New Mountain and TA in a transaction involving the Company. None of the financial sponsors expressed any interest in submitting an acquisition proposal for the Company separate from New Mountain and TA.

Also on March 11, 2024, TA submitted to the Company a request for waivers and approvals under anti-takeover statutes, including Section 203 of the DGCL, in order to facilitate further discussions between TA and New Mountain to determine whether there was a basis to pursue a joint transaction with respect to the Company (the “TA March 11 Waiver Request”). The TA March 11 Waiver Request also noted that (i) at the request and urging of the Board, representatives of TA had engaged in preliminary discussions with representatives of New Mountain to determine whether there was a basis to pursue a joint transaction with respect to the Company, (ii) while such discussions had been productive to date and continued, they had not resulted in any agreement, arrangement or understanding between TA and New Mountain to date, (iii) neither TA nor New Mountain (according to the amendment to the Schedule 13D filed by New Mountain on February 26, 2024) was interested in selling to another party any shares of Common Stock that it held at this time, (iv) TA believed that a transaction with respect to the Company other than a joint transaction with both TA and New Mountain would be difficult, if not impossible, to execute and (v) TA’s preference was to seek to find common ground with New Mountain with respect to pursuing a proposal for a joint transaction with respect to the Company. Later that day, TA filed an amendment to its Schedule 13D, which described the TA March 11 Waiver Request and attached the TA March 11 Waiver Request as an exhibit.

Later on March 11, 2024, representatives of Ropes & Gray LLP (“Ropes”), legal advisor to New Mountain, orally communicated to representatives of Skadden a request for waivers and approvals under anti-takeover statutes, including Section 203 of the DGCL, in order to facilitate further discussions between TA and New Mountain (the “New Mountain March 11 Waiver Request”).

On March 12, 2024, the Special Committee held a meeting, also attended by a representative of Skadden. The Special Committee discussed the potential engagement of Barclays and Qatalyst Partners as the Special Committee’s financial advisors and the information provided by each to date concerning relationships between each such financial advisor, on the one hand, and each of the Investor Parties, on the other hand, and discussed whether there was risk that such relationships could present a conflict of interest on the part of each financial advisor and the benefit of working with each financial advisor given its particular expertise and experience. The representative of Skadden noted that several confirmatory questions required to complete the evaluation of relationships were pending. It was the consensus of the Special Committee that, subject to the review of any additional information concerning relationships that could present a conflict of interest, the Special Committee expected to view each of Barclays and Qatalyst Partners as independent for purposes of the proposed

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engagement. The Special Committee considered that having two financial advisors could be beneficial to its review of strategic alternatives in connection with the recent communications from New Mountain and TA. The Special Committee also considered the expertise of Qatalyst Partners within the technology sector and with regard to public company transactions and special committee engagements, and the expertise of Barclays within the healthcare and healthcare-related information technology and services sector and its knowledge of the Company’s specific business and stakeholders. In the process of selecting its financial advisors, the Special Committee also considered and interviewed a third investment bank, but determined not to proceed with such investment bank.

The Special Committee discussed the New Mountain February 26 Waiver Request, the New Mountain March 11 Waiver Request and the TA March 11 Waiver Request. The Special Committee noted that there had been other communications by representatives of New Mountain to the effect that it could be willing to sell its stake in the Company at certain prices and was supportive of the Company forming the Special Committee and exploring third-party interest. It was the consensus of the Special Committee that a response to the recent communications from TA and New Mountain, including the New Mountain February 26 Waiver Request, the New Mountain March 11 Waiver Request and the TA March 11 Waiver Request, should occur following further discussion between the Special Committee and its advisors.

The Special Committee then discussed the reasons why seeking input from time to time from Mr. Flanagan and directors of the Company affiliated with major customers could be beneficial to the Special Committee in its review of strategic alternatives, even though such individuals could have interests that differed from those of unaffiliated stockholders. The Special Committee noted that it was aware that Mr. Flanagan had discussions from time to time with representatives of each of New Mountain and TA as to their interest in the Company, and that both investors had expressed interest in Mr. Flanagan having a management or other role at the Company following a transaction. The Special Committee was aware of Mr. Flanagan’s potential conflicts, but valued his perspectives on the Company given his industry expertise and experience with the Company, and determined that the Special Committee would benefit from hearing Mr. Flanagan’s perspectives in addition to other sources of information and could form its own judgment as to the Company’s position and prospects.

On March 14, 2024, representatives of Skadden confirmed to the members of the Special Committee that Skadden had not performed work for any of New Mountain, TowerBrook or Ascension in the past four years (and, based on information known to such representatives of Skadden, this confirmation also extended to portfolio companies of New Mountain, TowerBrook or Ascension during such period), and subsequently the Special Committee determined that Skadden was independent from New Mountain, TowerBrook and Ascension. Members of the Special Committee had previously discussed with another law firm potentially serving as the Special Committee’s legal advisor, but determined not to proceed with such law firm.

On March 15, 2024, the Special Committee held a meeting, also attended by a representative of Skadden. The representative of Skadden discussed with the Special Committee Qatalyst Partners’ and Barclays’s respective relationship disclosures, including additional information received in response to confirmatory questions. The Special Committee noted that Qatalyst Partners had not received in the past any fees from the Company, New Mountain, TowerBrook or Ascension and their respective portfolio companies of which Qatalyst Partners was aware. It was the consensus of the Special Committee that it viewed the historical fees received by Barclays from the relevant parties as immaterial to Barclays or the proposed Barclays deal team, and determined that each of Barclays and Qatalyst Partners was independent for purposes of the proposed engagement.

On March 18, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. Representatives of each of Qatalyst Partners and Barclays discussed with the Special Committee their initial perspectives on the level of potential interest in the Company from financial sponsor and strategic counterparties and other potential strategic alternatives for the Company’s business. The Special Committee requested that Qatalyst Partners and Barclays engage with management to request that management develop a long-range forecast for review by the Special Committee. The Special

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Committee also discussed the trends, risks and opportunities affecting the Company’s business and its industry with representatives of each of Qatalyst Partners and Barclays.

The Special Committee then discussed the New Mountain February 26 Waiver Request, the New Mountain March 11 Waiver Request and the TA March 11 Waiver Request, including whether discussions between TA and New Mountain should be allowed to continue at such time (given the pendency of the Special Committee’s review of strategic alternatives) and potential responses to each of the waiver requests. After discussion, the Special Committee directed Skadden to communicate to TA and New Mountain that (i) any further discussions between them concerning a potential transaction with respect to the Company (whether or not structured as a joint transaction) beyond what had been previously disclosed by TA and New Mountain should cease and (ii) the Special Committee had not agreed to the New Mountain February 26 Waiver Request, the New Mountain March 11 Waiver Request or the TA March 11 Waiver Request.

The Special Committee then discussed with its advisors the reasons why, taking into consideration potential conflicts of interest, seeking input from time to time from Mr. Flanagan and directors of the Company affiliated with major customers could be beneficial to the Special Committee in its review of strategic alternatives. It was noted that Mr. Flanagan had been contacted by a financial sponsor. It was also noted that TA and New Mountain had conveyed to Mr. Flanagan that they viewed him as potentially having a role in the leadership of the Company in the future. Additionally, it was noted that New Mountain had also expressed interest in Mr. Delinsky serving in a leadership role.

Later on March 18, 2024, at the direction of the Special Committee, Skadden sent a letter (the “March 18 Letter”) to TA and New Mountain communicating the Special Committee’s directions as discussed at the meeting earlier that day. The following day, on March 19, 2024, the Company filed a Current Report on Form 8-K disclosing the Special Committee’s determination that discussions between TA and New Mountain should cease concerning a potential transaction with respect to the Company (whether or not structured as a joint transaction) (the “March 19 Company Announcement”).

Between March 18, 2024 and May 6, 2024, Mr. Delinsky participated in conversations with New Mountain regarding a potential transaction, but did not have any such discussions with TA.

Also on March 18, 2024, the Special Committee entered into an engagement letter with Skadden.

On March 19, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. It was reported that Company management had been asked to present an update on business operations to members of the Board, including directors designated by TA and New Mountain, and the Special Committee determined that one or both members of the Special Committee would continue to participate in any update sessions offered to a subset of directors. The Special Committee discussed the media response to the March 19 Company Announcement, the anticipated timing and workplan for management to develop a long-range forecast for review by the Special Committee, and the potential involvement of Mr. Flanagan in the review of this long-range forecast at an appropriate time. The Special Committee instructed representatives of each of Qatalyst Partners and Barclays to meet with (i) each of TA, New Mountain and the four customers of the Company with representatives on the Board other than Ascension (those customers being Intermountain Health, LifePoint Health, Inc. (“LifePoint”), Providence Health & Services – Washington (“Providence”) and Sutter Health), for the purpose of determining the positions and objectives of such parties, and (ii) Mr. Flanagan, for the purpose of understanding any inbound interest directed to Mr. Flanagan and obtaining his perspective on the Company’s position and prospects.

On March 21, 2024, representatives of each of Qatalyst Partners, Barclays and Skadden held an information session with Ms. Smith to provide a process update (Ms. Bundy Scanlan was unable to attend the session but was separately updated on the developments by Ms. Smith). Ms. Smith reported that she had conversations with Erik

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Wexler, a director of the Company affiliated with Providence, and David Dill, a director of the Company affiliated with LifePoint, and each of them expressed support for the role of the Special Committee and for it to undertake evaluations of strategic alternatives.

On March 25, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays had a phone conversation with Mr. Holt and another representative of New Mountain to discuss New Mountain’s perspective on the Company’s position and prospects, including the opportunities and headwinds facing the Company’s business. Mr. Holt also confirmed that New Mountain had not communicated with TA regarding a joint transaction with respect to the Company following receipt of the March 18 Letter. Mr. Holt and the other representative of New Mountain expressed that New Mountain’s preferred transaction structure included continued involvement by Ascension, that it was potentially willing to explore selling its stake in the Company to a third-party buyer and was presently inclined to support a process by the Special Committee to solicit interest from third parties in an acquisition of the Company, but that New Mountain was skeptical that any third-party buyer would be willing to offer a sufficiently high price to entice New Mountain to sell its stake in the Company.

On March 26, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays had a conversation with Mr. Flanagan for the purpose of understanding any inbound interest directed to Mr. Flanagan and to discuss Mr. Flanagan’s perspective on the Company’s position and prospects.

On March 28, 2024, the Company and the Special Committee entered into separate engagement letters with each of Qatalyst Partners and Barclays.

Also on March 28, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays had a conversation with Mr. Speranzo and Mr. Sacks to discuss TA’s perspective on the Company’s position and prospects, including the opportunities and headwinds facing the Company’s business. Mr. Speranzo and Mr. Sacks confirmed that TA had not communicated with New Mountain regarding a joint transaction with respect to the Company following receipt of the March 18 Letter. Mr. Speranzo and Mr. Sacks indicated that TA would not be willing to sell its stake in the Company at any price, communicated that TA believed that a transaction with respect to the Company other than a joint transaction with both TA and New Mountain would be difficult, if not impossible, to execute, and noted the importance of the Ascension customer relationship to the Company. Mr. Speranzo and Mr. Sacks also expressed TA’s belief that a process to solicit third-party interest in a transaction involving the Company would be futile given the public expression of potential interest by New Mountain and TA, that neither New Mountain nor TA was interested in selling its stake in the Company and the distraction to management of the Company of such a process during a time of operational challenges for the Company.

On March 29, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. Representatives of each of Qatalyst Partners and Barclays updated the Special Committee on their recent conversations with Mr. Flanagan, representatives of New Mountain and representatives of TA, respectively, as described above. The Special Committee instructed Qatalyst Partners and Barclays to conduct additional conversations with representatives of each of New Mountain and TA in order to clarify their respective positions and to permit the Special Committee to determine whether the Special Committee should pursue a process to solicit interest from third parties. The Special Committee also requested that each of Qatalyst Partners and Barclays conduct outreach to understand the perspectives of the four customers of the Company with representatives on the Board (other than Ascension) through conversation with their respective representatives on the Board. In addition, the Special Committee discussed the status of preparation of the long-range forecast by management and instructed Qatalyst Partners and Barclays to coordinate review by Mr. Flanagan of management’s long-range forecast in advance of management’s presentation to the Special Committee.

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Also on March 29, 2024, the Special Committee met with Company management and representatives of each of Qatalyst Partners and Barclays to discuss management’s perspective on the state of the Company’s financial performance and business outlook, including the opportunities and headwinds facing the business.

Between April 2 and April 9, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays had a conversation with each of Mr. Dill, Dominic Nakis, Mr. Wexler and Mr. Ashdown, directors of the Company affiliated with LifePoint, Sutter Health, Providence and Intermountain Health, respectively, to discuss their respective perspectives on the Company’s position and prospects. Each customer representative confirmed during such conversations that they understood that such customer had the right, under its applicable agreement with the Company, to be invited to participate in a process conducted by the Special Committee that could result in a change of control and that, if so invited, the standstill restrictions in its applicable agreement with the Company would allow such customer to submit private proposals to the Special Committee, although it was later determined that such standstill restrictions and the right to be invited to participate in such a sale process with respect to Intermountain Health had previously terminated pursuant to their terms. All of the customer representatives expressed support for the Company and the Special Committee’s role and none of them expressed strong preferences (as representatives of the Company’s customers) as to whether the Company remained a public company or became privately held or, if the Company were to be sold, whether it would be sold to a strategic or private equity buyer. Representatives of each of Qatalyst Partners and Barclays provided updates to the Special Committee of these conversations at the Special Committee meetings following each such conversation.

On April 3, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden and discussed the status of preparation of the long-range forecast by management for review by the Special Committee. It was noted that Mr. Flanagan had confirmed his willingness to review the long-range forecast and participated with representatives of each of Qatalyst Partners and Barclays in reviewing management’s long-range forecast.

The Special Committee then discussed potential next steps in light of the recent conversations with representatives of each of New Mountain and TA, as described above. It was proposed that representatives of each of Qatalyst Partners and Barclays communicate to New Mountain and TA that, in addition to the Special Committee engaging with either of them, the Special Committee would expect to reach out to a targeted number of third parties to determine their interest in a transaction involving the Company. It was also discussed that representatives of each of Qatalyst Partners and Barclays should confirm with New Mountain whether they could communicate to TA that New Mountain was willing to explore selling its stake in the Company to a third-party buyer and would support a process by the Special Committee to solicit interest in the Company from third parties. After discussion, the Special Committee instructed representatives of each of Qatalyst Partners and Barclays to progress communications with New Mountain and TA in the manner discussed during the meeting. Representatives of Skadden then discussed with the Special Committee potential considerations for structuring and completing a transaction involving one or both of New Mountain and TA under the legal framework established by Delaware law (including the Delaware law framework established by the “MFW” case and its progeny with respect to transactions involving a controlling stockholder or a control group, including the potential legal implications of conditioning such a transaction on a non-waivable majority vote of the unaffiliated stockholders of the Company (the “MFW Framework”)), the Company’s organizational documents and the Investor Rights Agreements.

The Special Committee also discussed anticipated meetings between members of the Board (including representatives of New Mountain and TA) and members of management to discuss operational matters unrelated to a potential transaction. It was the consensus of the Special Committee that such meetings with management could occur so long as the content concerned operational matters unrelated to a potential transaction and provided that the Special Committee or its representative had an opportunity to attend.

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On April 5, 2024, the Special Committee held a meeting, also attended by Mr. Flanagan, Company management, including Mr. Rivas, Jennifer Williams, Chief Financial Officer of the Company, Mr. Radcliffe and representatives of each of Qatalyst Partners, Barclays and Skadden. Mr. Rivas and Ms. Williams discussed with the Special Committee the draft long-range forecast developed by Company management (as further described in the section entitled “Special Factors—Unaudited Prospective Financial Information” beginning on page 85 of this proxy statement), including aspects of the draft long-range forecast that could vary as a result of, among other things, the Change Healthcare cyberattack that occurred in February 2024. Following discussion, the Special Committee instructed Company management to continue to progress the draft long-range forecast and requested additional information to assist their evaluation.

On April 6, 2024, the Special Committee held a meeting, also attended by Mr. Flanagan and representatives of Skadden. The Special Committee discussed with Mr. Flanagan various aspects of the draft long-range forecast prepared by Company management and the additional information requested by the Special Committee from management. Mr. Flanagan discussed with the Special Committee his perspectives on these topics and the opportunities and headwinds facing the Company’s business, based on his experience with the Company and in the industry.

On April 9, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays spoke with representatives of New Mountain. Representatives of New Mountain confirmed that each of Qatalyst Partners and Barclays could communicate to TA that New Mountain was willing to explore selling its stake in the Company to a third-party buyer and supported a process by the Special Committee to solicit interest in the Company from third parties. Representatives of New Mountain again communicated that New Mountain did not expect that a third-party buyer would be willing to offer a price that was sufficiently high to entice New Mountain to sell its stake instead of pursuing its own transaction with respect to the Company.

Later on April 9, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays communicated to representatives of TA that (i) New Mountain was willing to explore selling its stake in the Company to a third-party buyer and supported a process by the Special Committee to solicit interest in the Company from third parties and (ii) the Special Committee was likely to determine its next steps with regard to exploring third-party interest in the next week or so. Representatives of TA responded that TA would evaluate its alternatives if the Special Committee determined to initiate a sales process.

Also on April 9, 2024, the Special Committee held a meeting, also attended by Company management, including Mr. Rivas and Ms. Williams, and representatives of each of Qatalyst Partners, Barclays and Skadden. Ms. Williams and Mr. Rivas discussed the Company’s responses to the questions raised by the Special Committee with respect to management’s long-range forecast. The Special Committee discussed with management the key assumptions underlying the long-range forecast and trends, risks and opportunities that could cause actual results to vary from the long-range forecast. After the members of Company management departed the meeting, the Special Committee further discussed with the representatives of each of Qatalyst Partners and Barclays the draft long-range forecast. Following this discussion, the Special Committee requested that each of Qatalyst Partners and Barclays use the draft long-range forecast discussed at the meeting (which was the same as the draft long-range forecast discussed at the Special Committee’s meeting on April 5, 2024) for purposes of preparing preliminary financial analyses with respect to the Company for review at an upcoming meeting.

Representatives of each of Qatalyst Partners and Barclays then discussed with the Special Committee their recent conversations with representatives of each of New Mountain and TA, as described above. The Special Committee discussed next steps in interacting with both parties in order to maximize the potential of the Special Committee’s process to review strategic alternatives. Representatives of each of Qatalyst Partners and Barclays then updated the Special Committee on their outreach to directors of the Company affiliated with the Company’s customers (other than Ascension) to understand the perspectives of customers.

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Between April 4 and April 17, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays had conversations with representatives of each of TA and New Mountain separately. In these conversations, representatives of each of New Mountain and TA generally reiterated their positions previously conveyed to representatives of each of Qatalyst Partners and Barclays that: (i) New Mountain supported the Special Committee soliciting third-party interest and was willing to explore selling its stake in the Company to a third-party buyer, but did not expect that a third-party buyer would be willing to offer a price that was sufficiently high to entice New Mountain to sell its stake instead of pursuing its own transaction with respect to the Company; (ii) New Mountain preferred to partner with TA with respect to a transaction (and that the Company’s customer relationship with Ascension was a critical diligence priority for New Mountain), but was open to other partners in addition to TA; and (iii) TA was not interested in selling its stake in the Company, was unlikely to be supportive of a process by the Special Committee to solicit third-party interest and had not yet confirmed whether it would participate in such a sale process should the Special Committee determine to pursue one.

On April 17, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. Representatives of each of Qatalyst Partners and Barclays discussed with the Special Committee their respective preliminary financial analyses of the Company based on the draft long-range forecast developed by Company management discussed during the Special Committee meeting on April 5, 2024. The Special Committee discussed the New Mountain February 26 Draft Proposal and changes to the Company’s prospects since then. It was the consensus of the Special Committee that it would be in the best interest of the Company and its unaffiliated stockholders to engage with New Mountain and potentially other interested parties with respect to a potential transaction involving the Company.

Representatives of each of Qatalyst Partners and Barclays then discussed with the Special Committee the current respective positions communicated by each of New Mountain and TA, as summarized above. The Special Committee also discussed with representatives of each of Qatalyst Partners and Barclays potential outreach to financial sponsor and strategic counterparties and potential strategies for engaging with each of New Mountain and TA in order to maximize the effectiveness of the Special Committee’s outreach to third parties. It was the consensus of the Special Committee to offer New Mountain and TA the opportunity to separately participate in a due diligence process under non-disclosure agreements and inform New Mountain and TA that the Special Committee planned to solicit interest from financial sponsor and strategic counterparties. The Special Committee also requested representatives of each of Qatalyst Partners and Barclays to confirm whether New Mountain would be willing to publicly express its support for the Special Committee’s outreach to potentially interested third parties and inform TA that the outreach would proceed. The Special Committee considered the importance of continuing to prevent New Mountain and TA from partnering with respect to a transaction and being able to communicate New Mountain’s current positions, so that third parties would see an actionable path to a transaction. The Special Committee also considered the possible risk that TA’s position that it was not interested in selling its stake would have the effect of discouraging third-party interest. The Special Committee instructed representatives of each of Qatalyst Partners and Barclays to consider possible new public disclosure concerning the Special Committee’s process and to make a recommendation as to potential third-party outreach targets at an upcoming meeting.

Following the April 17 Special Committee meeting, representatives of each of Qatalyst Partners and Barclays conveyed the Special Committee’s messages as directed by the Special Committee. In the conversation with representatives of New Mountain, representatives of New Mountain expressed openness to the issuance of a press release stating its willingness to support the Special Committee’s outreach to potentially interested third parties.

On April 20, 2024, representatives of Barclays provided to the Special Committee an updated memo concerning its relationships with each of the Company, the Investor Parties and their respective affiliates (the “April 20 Barclays Relationships Disclosure”). Concurrently, Barclays also notified the Special Committee of its desire to pursue engagements with two portfolio companies of TowerBrook outside of the United States involving debt financing transactions that were unrelated to any potential transaction involving the Company (the

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“TowerBrook Portfolio Company Matters”). Barclays expected to receive up to $1 million in total fees for these proposed engagements. None of the Barclays deal team members involved on behalf of the Special Committee would be involved in these proposed engagements.

On April 22, 2024, the Special Committee held a meeting, also attended by representatives of Skadden. The Special Committee discussed with representatives of Skadden the April 20 Barclays Relationships Disclosure and the TowerBrook Portfolio Company Matters. Following review, it was the consensus of the Special Committee that Barclays should be permitted to move forward with the TowerBrook Portfolio Company Matters and that the April 20 Barclays Relationships Disclosure did not alter the Special Committee’s determination that the historical fees received by Barclays from the Company, the Investor Parties and their respective affiliates were not material to Barclays or the deal team, and therefore the Special Committee’s determination that Barclays was independent for purposes of its engagement had not changed.

Also on April 22, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays discussed with representatives of New Mountain a press release anticipated to be issued by the Company providing an update on the Special Committee’s review of strategic alternatives, which was proposed to include a statement to the effect that New Mountain supported the Special Committee’s outreach to potentially interested third parties and would potentially be willing to sell its stake in the Company in a third-party transaction.

On April 23, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays had a conversation with representatives of TA and communicated that the Special Committee believed it would be beneficial for the Company to issue a public statement related to the Special Committee’s review of strategic alternatives that included the statement relating to New Mountain as described in the preceding paragraph. Representatives of TA indicated that TA continued to view outreach to third parties as unnecessary given that TA believed that the only transaction that was actionable, in light of their substantial shareholdings and the sensitivity of the Company’s operations to disruption, would be a joint transaction involving both TA and New Mountain, and that TA wanted to engage now with New Mountain to pursue a potential proposal.

Between April 23 and April 25, 2024, representatives of Wachtell, Lipton, Rosen & Katz (“Wachtell”), legal advisor to TA, and representatives of Centerview Partners LLC (“Centerview”), financial advisor to TA, separately reached out to representatives of Skadden and representatives of each of Qatalyst Partners and Barclays, respectively, expressing TA’s objections to issuing such a press release as described above, as well as TA’s view that such a press release could be disruptive to the Company and its business.

On April 24, 2024, Mr. Holt and a representative of New Mountain called a representative of Barclays and indicated that New Mountain was not willing to publicly state its support for the Special Committee’s outreach to potentially interested third parties and that New Mountain strongly preferred to (and potentially would only be willing to) pursue a joint transaction with TA, in particular given the importance of the Company’s customer relationship with Ascension.

Also on April 25, 2024, at the request of Mr. Holt, Mr. Flanagan called Ms. Smith and, among other things, conveyed that he believed that New Mountain viewed working jointly with TA as its preferred path.

On April 26, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. Representatives of each of Qatalyst Partners, Barclays and Skadden each described their interactions with representatives of each of New Mountain and TA that took place between April 17 and April 26, 2024. Ms. Smith then described her conversation with Mr. Flanagan on April 25, 2025. Representatives of Skadden also explained that it understood from representatives of Ropes that New Mountain was planning to update its Schedule 13D, but that the draft disclosure had not yet been shared.

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The Special Committee discussed that a press release no longer appeared useful, noting the existing prior public statements concerning its review of strategic alternatives. It was also discussed that the anticipated Schedule 13D amendment by New Mountain reflecting its current position could eliminate the benefit of outreach to solicit interest from financial sponsor counterparties, as (i) none would likely engage if they viewed New Mountain as only interested in pursuing a transaction jointly with TA and (ii) financial sponsors would not realistically be able to offer a sufficiently high price for New Mountain to be willing to sell its stake. The Special Committee discussed how there might still be a possible benefit to outreach to solicit interest from strategic counterparties in the event that one of these parties was willing to offer a sufficiently high price for New Mountain to be willing to sell its stake. The Special Committee further discussed with representatives of each of Qatalyst Partners and Barclays the likelihood of strategic counterparties engaging, and that the Company had not received inbound interest from strategic counterparties since the publication of the March 11 Press Release. The Special Committee discussed the possibility of permitting New Mountain and TA to engage in discussions to pursue a joint transaction involving the Company after seeing the specific position of New Mountain in its anticipated amendment to its Schedule 13D, and potential strategies to maximize the terms and conditions of a proposal for such a transaction, including the implications of requesting a proposal be made under the MFW Framework. The Special Committee requested a follow-up meeting after reviewing the Schedule 13D disclosure by New Mountain to finalize its view of next steps.

Later on April 26, 2024, representatives of New Mountain contacted representatives of each of Qatalyst Partners and Barclays to explain that New Mountain was now only interested in pursuing a transaction involving the Company jointly with TA, and to seek permission to engage in discussions with respect to a joint transaction with TA, reiterating the previously requested waivers under the TA Investor Rights Agreement and CoyCo Investor Rights Agreement and anti-takeover statutes in order to be able to move forward with further discussions with TA regarding such a transaction.

On April 27, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. Representatives of each of Qatalyst Partners and Barclays updated the Special Committee on their conversation with representatives of New Mountain on April 26, 2024. The Special Committee discussed whether it would be beneficial to solicit interest from financial sponsor counterparties in light of this change in position by New Mountain. It was the consensus of the Special Committee that such outreach would not be beneficial, as financial sponsors would likely not (i) engage if New Mountain was only interested in pursuing a transaction jointly with TA and (ii) realistically be able to offer a sufficiently high price for New Mountain to be willing to sell its stake. In addition, it was noted that the interest expressed by financial sponsors during preliminary conversations had been exclusively focused on partnering with New Mountain and TA. It was discussed that there might still be a possible benefit to outreach to solicit interest from strategic counterparties in the event that one of these parties was willing to offer a sufficiently high price for New Mountain to be willing to sell its stake. The Special Committee discussed with representatives of each of Qatalyst Partners and Barclays the likelihood of strategic parties engaging, and representatives of each of Qatalyst Partners and Barclays noted that New Mountain believed that no third party would be willing to offer a sufficiently high price at which New Mountain would be willing to sell its stake, and that, as previously discussed with the Special Committee, TA had specifically communicated that it was not interested in selling its stake in the Company.

Representatives of Skadden then summarized the waivers that had been requested by New Mountain and TA. The Special Committee discussed the possibility of permitting New Mountain and TA to engage in discussions to pursue a joint transaction involving the Company, and strategies to maximize the terms of a proposal for such a transaction, including the potential implications for such a proposal to be made under the MFW Framework. The Special Committee also discussed with its advisors that it could be beneficial to have certain of the waivers be limited to an agreed time period, so that extensions (if requested) would involve an update to the Special Committee on the parties’ progress. The Special Committee instructed representatives of each of Qatalyst Partners and Barclays to (i) contact the five strategic counterparties discussed at the meeting (which were chosen by the Special Committee, following discussion with representatives of each of Qatalyst

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Partners and Barclays, because the Special Committee viewed such parties as the most likely to be interested in a potential acquisition of the Company given their respective businesses and potential synergies from such a transaction) in order to determine their interest in exploring a transaction involving the Company and (ii) inform New Mountain and TA separately that the Special Committee was prepared to permit them to engage in further discussions with respect to a joint transaction and provide the relevant waivers each had requested (subject to an agreed time period), in order to be able to move forward with such a transaction and provided that New Mountain and TA agreed that any proposal would be made under the MFW Framework.

Following the April 27, 2024 Special Committee meeting, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays had several discussions with representatives of New Mountain and representatives of Centerview about the Special Committee’s expectations for granting the standstill and anti-takeover statute waivers related to a joint transaction proposal. Representatives of each of Qatalyst Partners and Barclays communicated that the Special Committee was prepared to agree to permit further discussions and provide relevant waivers (subject to an agreed time period), but only if New Mountain and TA agreed that any proposal would be made under the MFW Framework. Representatives of New Mountain communicated that New Mountain was willing to proceed in the manner proposed by the Special Committee so long as TA agreed, and that New Mountain intended to file an amendment to Schedule 13D on the morning of April 29, 2024. Representatives of Centerview communicated that TA would need more time to consider the position of the Special Committee.

On April 29, 2024, New Mountain filed an amendment to its Schedule 13D disclosing that following further consideration, and in light of the respective ownership positions of TA and New Mountain and their familiarity with the Company’s operations and customers, New Mountain was now only interested in pursuing a transaction with respect to the Company jointly with TA and that a representative of New Mountain had advised representatives of the Special Committee of such interest.

On April 30, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays contacted representatives of the five potential strategic counterparties chosen by the Special Committee to gauge their interest in a potential acquisition of the Company. By May 29, 2024, all of the strategic counterparties contacted responded that they were not interested in participating in a process for exploring a potential acquisition of the Company. None of these strategic counterparties requested or received confidential due diligence materials.

Also on April 30, 2024, representatives of Centerview communicated to representatives of each of Qatalyst Partners and Barclays that TA was not yet in a position to agree to the Special Committee’s request that a joint transaction proposal would be made under an MFW Framework, and that TA was requesting permission to discuss with New Mountain in order to determine whether such request should be agreed to.

Later on April 30, 2024, representatives of Skadden had a discussion with representatives of Wachtell. Representatives of Wachtell communicated that, while TA might eventually be willing to commit to using an MFW framework, TA was not willing to commit to using an MFW Framework at that point for a joint transaction proposal with New Mountain without first being able to have a more complete discussion of deal terms with New Mountain and reiterated the request for standstill and anti-takeover statute waivers to progress these discussions.

On May 1, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. Representatives of each of Qatalyst Partners, Barclays and Skadden updated the Special Committee on their respective interactions with representatives of each of New Mountain and TA over the past few days as described above. The Special Committee considered TA’s request for an opportunity to engage in discussions with New Mountain to determine whether the parties would be able to agree to terms for a proposal prior to determining whether TA would be willing to commit to the MFW Framework. The Special Committee determined that it would (i) defer providing a waiver of the standstill restrictions under the parties’

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respective investor rights agreements to permit them to make an actual proposal, preserving the Special Committee’s flexibility to request the MFW Framework at a later time as a condition to submitting the proposal, (ii) for the time being, only waive restrictions on forming a group under the parties’ respective investor rights agreements to allow New Mountain and TA to engage in joint discussions and (iii) approve a full waiver of anti-takeover statutes with respect to a joint transaction by New Mountain and TA involving the Company. It was noted that the final form of the waivers would be submitted for approval by the Board, including the members of the Special Committee, and the members of the Special Committee affirmed that they would be willing to grant the waivers with or without an expiration date. Following such determination, the Special Committee approved the waivers.

On May 6, 2024, the Board, including the members of the Special Committee, approved the waivers (the “May 6 Waiver”) (i) of the standstill restrictions under the CoyCo Investor Rights Agreement and the TA Investor Rights Agreement in order for New Mountain and TA to engage in discussions with respect to a joint transaction involving the Company (provided that such discussions must cease on June 13, 2024, unless a further waiver was provided) and (ii) for a potential joint transaction involving the Company between New Mountain and TA and their respective associates or affiliates under anti-takeover statutes.

Between May 6 and June 30, 2024, Mr. Delinsky participated in various discussions between New Mountain and TA regarding a potential transaction. During such conversations, the possibility of a management role for Mr. Delinsky in a post-transaction company occasionally arose, but such discussions did not address potential compensation arrangements.

On May 7, 2024, New Mountain and TA each filed an amendment to their respective Schedule 13D announcing that the Company granted the May 6 Waiver and that they intended to commence joint discussions with respect to a potential transaction.

On May 8, 2024, the Company released earnings for the first quarter of 2024 and updated the guidance for 2024, which reflected the impact of the Change Healthcare cyberattack and expected full year 2024 revenue related to collections timing, claims inflows, and the ability to meet key performance metrics, as well as increased expenses to support the Company’s customers.

On May 13, 2024, each of New Mountain and TA entered into confidentiality agreements with the Company for purposes of exploring a potential transaction (the “New Mountain Confidentiality Agreement” and the “TA Confidentiality Agreement,” respectively, and collectively, the “May 13 Confidentiality Agreements”). The May 13 Confidentiality Agreements did not contain standstill provisions, as both the CoyCo Investor Rights Agreement and TA Investor Rights Agreement already contained the standstill provisions. The May 13 Confidentiality Agreements prevented each of New Mountain and TA from discussing rollover arrangements with equity holders of the Company.

On May 16, 2024, the Company granted representatives of each of New Mountain and TA access to a virtual data room hosted by the Company containing confidential due diligence materials, including the draft long-range forecast developed by Company management discussed during the Special Committee meeting on April 5, 2024 (as further described in the section entitled “Special Factors—Unaudited Prospective Financial Information” beginning on page 85 of this proxy statement). Throughout the rest of May and until July 30, 2024, representatives of Company management responded to diligence questions and requests for information from New Mountain and TA, participated in diligence calls and meetings and gave presentations regarding the Company to representatives of each of New Mountain and TA. Representatives of each of Qatalyst Partners and Barclays also attended these meetings and presentations.

Soon after New Mountain and TA commenced discussions relating to a possible joint transaction, New Mountain and TA each asked Mr. Flanagan to participate in their diligence review, and between that time and June 10, 2024, Mr. Flanagan attended three diligence calls, also attended by Company management,

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representatives of each of New Mountain and TA and representatives of each of Qatalyst Partners and Barclays. On June 10, 2024, Mr. Flanagan informed New Mountain and TA that he would no longer participate in diligence relating to a potential joint transaction involving New Mountain and TA until New Mountain and TA provided him with clarity regarding their intentions regarding post-transaction leadership structure.

On May 30, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. Representatives of each of Qatalyst Partners and Barclays discussed with the Special Committee the status of due diligence by New Mountain and TA and provided their viewpoint on anticipated next steps and due diligence timing. It was noted that the waiver under the parties’ respective investor rights agreements would expire on June 13, 2024, and that there was significant work remaining to be done in order for New Mountain and TA to complete due diligence and be in a position to request to submit a joint proposal.

On June 10, 2024, Mr. Flanagan had a conversation with Ms. Smith and shared his view of the ability of New Mountain and TA to align on post-closing governance based on his recent interactions with each of them and in the past, noting that it could be challenging for them to reach consensus.

On June 11, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays met with representatives of each of New Mountain and TA to discuss diligence and financing arrangements. During this meeting, representatives of each of New Mountain and TA confirmed that their due diligence was in advanced stages, but identified several remaining key areas that would require additional time beyond the June 13 expiration date of the May 6 Waiver in order to continue discussions and be in a position to submit a joint proposal. Upon request by representatives of each of Qatalyst Partners and Barclays, representatives of each of New Mountain and TA agreed to provide a more precise timing update and workplan in order for the Special Committee to consider an extension request. Representatives of each of New Mountain and TA also stated that they believed that they were close to finalizing their post-closing governance arrangements for the Company. In subsequent discussions between representatives of each of Qatalyst Partners and Barclays and representatives of each of New Mountain and TA, representatives of each of New Mountain and TA communicated that they expected to submit a joint proposal by July 1, 2024.

Also on June 11, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. Representatives of each of Qatalyst Partners and Barclays updated the Special Committee on their call with representatives of each of New Mountain and TA, as described above. Ms. Smith also provided an update on her discussion with Mr. Flanagan, as described above.

On June 12, 2024, New Mountain and TA submitted a request to extend the expiration date of the standstill waiver granted under their respective investor rights agreements from June 13, 2024, to July 12, 2024 (the “June 12 Waiver Extension Request”) and requested a response from the Special Committee by June 13, 2024. In subsequent discussions between representatives of each of Qatalyst Partners and Barclays and representatives of each of New Mountain and TA, representatives of each of New Mountain and TA communicated that, although they expected to submit a joint proposal by July 1, 2024, they requested an extension of the deadline to July 12, 2024, in case they required additional time to submit a proposal.

Later on June 12, 2024, the Special Committee and representatives of each of Qatalyst Partners, Barclays and Skadden discussed and corresponded regarding the June 12 Waiver Extension Request and the Special Committee’s potential responses to such request, and, on June 13, 2024, the Special Committee approved the June 12 Waiver Extension Request and recommended it to the Board for approval. Later that day, the Board also approved the June 12 Waiver Extension Request. TA subsequently filed an amendment to its Schedule 13D, announcing that the June 12 Waiver Extension Request had been granted.

On June 14, 2024, New Mountain filed an amendment to its Schedule 13D, announcing that (i) the June 12 Waiver Extension Request had been granted, (ii) Mr. Delinsky was assisting, and intended to continue to assist,

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New Mountain in conducting due diligence on the Company and (iii) New Mountain and Mr. Delinsky had preliminary discussions and intended to continue to have discussions regarding the possibility of Mr. Delinsky serving in an executive capacity or advisory role with the Company following a potential transaction.

Also on June 14, 2024, Mr. Delinsky filed a Schedule 13D with similar disclosure to that of New Mountain’s June 14, 2024 Schedule 13D described above.

On June 28, 2024, representatives of each of Qatalyst Partners and Barclays met with representatives of each of New Mountain and TA together to seek an update on their timing for a joint transaction proposal. Representatives of each of Qatalyst Partners and Barclays discussed with representatives of each of New Mountain and TA the significant volume of due diligence conducted in the past few weeks. Representatives of each of New Mountain and TA confirmed that due diligence was largely finished, other than questions that TA had raised concerning the estimated financial impact of (i) the Ascension data breach first publicly announced on May 8, 2024, and (ii) the divestitures of various hospital networks by Ascension.

On June 30, 2024, Mr. Holt called a representative of Barclays to indicate that New Mountain planned to request a standstill waiver from the Special Committee the following day in order to make a proposal that would not be a joint proposal with TA, and expressed concerns as to post-closing governance in a joint transaction. Mr. Holt did not disclose the offer price in this conversation but indicated that the offer would have fully committed equity and debt financing. Mr. Holt also indicated that New Mountain planned to file an amendment to its Schedule 13D after making such a waiver request, reflecting such a waiver request. Mr. Holt further indicated that the value New Mountain would be willing to pay would decrease with the passage of time and that he believed that moving quickly would be in the interests of the Company and its stockholders.

Later that day, representatives of Ropes spoke with representatives of Skadden and conveyed a similar message as Mr. Holt had communicated to the representative of Barclays, including the anticipated filing of the amendment to New Mountain’s Schedule 13D. Representatives of Ropes also indicated that Ropes planned to send a draft merger agreement to Skadden the following day, with debt and equity commitment papers to follow.

Also later that day, representatives of Skadden updated the Special Committee concerning the communications from New Mountain to Skadden and Barclays.

On July 1, 2024, Mr. Holt contacted a representative of Barclays to provide a further update with respect to New Mountain’s change of perspective on pursuing a joint transaction with TA. Mr. Holt reiterated New Mountain’s concerns as to post-closing governance in a joint transaction and that, although New Mountain was open to having TowerBrook and Ascension participate as equity co-investors, New Mountain expected to have majority economic and governance rights.

Also on July 1, 2024, Mr. Holt informed representatives of TA that New Mountain was no longer interested in a joint transaction with TA, and that, although New Mountain was open to having TowerBrook and Ascension participate as equity co-investors, New Mountain expected to have majority economic and governance rights.

Later that day, New Mountain submitted to the Company a request to waive the standstill restrictions set forth in the CoyCo Investor Rights Agreement to the extent they would prohibit New Mountain from making a proposal for or pursuing a potential transaction with the Company (the “New Mountain July 1 Waiver Request”), which request attached a draft non-binding proposal with a proposed purchase price of $13.25 per share in cash (the “New Mountain July 1 Draft Proposal”) and proposed the announcement of a transaction by July 12, 2024. The New Mountain July 1 Waiver Request indicated that (i) New Mountain’s discussions with TA had not resulted in any agreement to date, (ii) New Mountain was no longer interested in pursuing a joint proposal with TA and (iii) New Mountain continued to believe that it was in the best interest of the Company, its customers and employees and the unaffiliated stockholders to accelerate a process whereby the Board could pursue a potential transaction with New Mountain. The New Mountain July 1 Waiver Request further indicated that New Mountain

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remained open to having TowerBrook and Ascension participate in a potential transaction as equity co-investors. New Mountain requested that the Company respond in writing with its decision regarding the New Mountain July 1 Waiver Request by no later than 5:00 p.m. Eastern Time on July 3, 2024.

The New Mountain July 1 Draft Proposal attached to the New Mountain July 1 Waiver Request indicated that New Mountain would expect to meet with the Company’s current customers having representatives on the Board (Ascension, Intermountain Health, LifePoint, Providence and Sutter Health) before announcement of a transaction to complete due diligence on the customer relationships and discuss their interest in maintaining or increasing their equity investment in the Company through new investment or a rollover of all or a portion of their current positions. However, the New Mountain July 1 Draft Proposal stated it was not contingent on any participation or rollover from existing stockholders.

Thereafter, Ropes provided to Skadden initial drafts of the merger agreement, debt commitment letters from two financial institutions, an equity commitment letter and a limited guarantee.

Between July 1, 2024, and the July 24 Transaction Documents Deadline (as further described below), representatives of each of Skadden and Ropes held multiple discussions and exchanged revised drafts of the merger agreement and the various ancillary agreements, including negotiation of, among other provisions, the treatment of the Company’s equity awards, the scope of the closing conditions, restrictions on the conduct of the Company’s business between signing and closing, the circumstances under which the Company or New Mountain could terminate the merger agreement, the Special Committee’s ability to terminate the merger agreement to accept a superior proposal, the termination fee payable by the Company and the reverse termination fee payable by New Mountain.

Later on July 1, 2024, after the receipt of the New Mountain July 1 Waiver Request, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. Representatives of each of Qatalyst Partners and Barclays summarized their discussion with representatives of New Mountain and TA as a group on June 28, 2024. Representatives of each of Qatalyst Partners, Barclays and Skadden then summarized and discussed the draft non-binding proposal attached to the New Mountain July 1 Waiver Request and related communications from New Mountain as described above. The Special Committee discussed the New Mountain July 1 Waiver Request, strategies to seek to improve any proposals that might be made by New Mountain if the Special Committee were to grant a waiver and engage in discussions, and the potential considerations for unaffiliated stockholders around a transaction that did not involve TA. As to the timing proposed by New Mountain, the Special Committee discussed with its advisors that being prepared to move quickly could afford flexibility to the Special Committee in future negotiations with New Mountain and other potential bidders. The Special Committee discussed with its advisors the request by New Mountain to engage in discussions with each customer with representatives on the Board, prior to announcing a transaction, either for purposes of due diligence on the customer relationship or for purposes of potential equity co-investment. It was noted that the New Mountain Confidentiality Agreement prevented such discussions, absent the Company’s consent, although New Mountain was permitted to conduct discussions with directors in their capacity as directors of the Company. The Special Committee discussed changes to the Company’s business that could potentially affect management’s draft long-range forecast previously reviewed with the Special Committee, including, among other matters, the impact of the Ascension data breach and divestitures by Ascension. The Special Committee determined that Company management should, if appropriate, update the draft long-range forecast.

The Special Committee determined that it would be beneficial to the Company’s unaffiliated stockholders to engage with New Mountain and to enable New Mountain to submit a proposal. After discussion, the Special Committee granted the New Mountain July 1 Waiver Request.

The Special Committee also discussed potential future next steps for the Company to contact the three customers having a contractual right to be invited to participate in a process that could result in a change of

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control of the Company (such customers being Providence, Sutter Health and LifePoint). All of these customers had been previously reminded orally of their respective contractual rights in earlier discussions with representatives of each of Qatalyst Partners and Barclays in March and April 2024 and no customer had indicated, then or thereafter, an intent or desire to participate in such process.

Following the Special Committee meeting, at the direction of the Special Committee, representatives of Skadden communicated to representatives of Ropes that the Special Committee had granted the New Mountain July 1 Waiver Request.

Later in the evening on July 1, 2024, New Mountain filed an amendment to its Schedule 13D, publicly disclosing the New Mountain July 1 Waiver Request and attaching the New Mountain July 1 Draft Proposal.

Also on July 1, 2024, representatives of TA contacted representatives of CD&R regarding CD&R’s interest in a potential joint transaction with TA involving the Company.

Following public disclosure of the New Mountain July 1 Draft Proposal, representatives of TA contacted Mr. Flanagan to inform him that TA was working on its own independent proposal to acquire the Company and to assess Mr. Flanagan’s interest in potentially serving as Chief Executive Officer of the Company in the event TA was successful in completing such a transaction. Representatives of TA also inquired whether Mr. Flanagan would be willing to assist TA in connection with its due diligence relating to a potential transaction. Mr. Flanagan advised the representatives of TA that he would be open to serving in such a role under the appropriate terms. Following such contact, Mr. Flanagan and his legal counsel engaged in further discussions with representatives of TA relating to the potential terms of his service as Chief Executive Officer of the Company, including the potential terms of his compensation.

On July 2, 2024, New Mountain submitted the executed version of the New Mountain July 1 Draft Proposal to the Special Committee for the acquisition of the outstanding shares of Common Stock not owned by affiliates of New Mountain for $13.25 per share in cash (the “New Mountain July 2 Proposal”), including a request to sign a transaction by July 12, 2024, and indicating that New Mountain had completed its business due diligence of the Company.

On July 4, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. Representatives of each of Qatalyst Partners and Barclays summarized the activities of the prior several days related to the New Mountain July 1 Waiver Request and the New Mountain July 2 Proposal, also noting New Mountain’s request to engage in pre-signing discussions with the Company’s customers with representatives on the Board. Representatives of each of Qatalyst Partners and Barclays then discussed with the Special Committee their respective preliminary financial analyses of the Company. Representatives of each of Qatalyst Partners and Barclays noted that their preliminary financial analyses of the Company were based on the same draft long-range forecast prepared by management and used as the basis for the preliminary financial analyses presented to the Special Committee on April 17, 2024, except for changes by management to account for the updated capitalization of the Company and the cash and debt amounts reflecting the actual financial results of the first quarter of 2024. It was noted that Company management was in the process of further updating the draft long-range forecast to reflect the estimated impact of the Ascension data breach. The Special Committee discussed with its advisors potential responses and strategies to seek to improve the New Mountain July 2 Proposal, taking into consideration the timeline requested by New Mountain. After discussion, the Special Committee determined that representatives of each of Qatalyst Partners and Barclays should respond to the New Mountain July 2 Proposal with a counterproposal of $15.00 per share in cash and agree to work towards the signing of a potential transaction by July 12, 2024 (the “July 4 Counterproposal”). The Special Committee also determined to permit New Mountain to engage in discussions with customers with representatives on the Board, prior to announcing a transaction.

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Following the Special Committee meeting, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays informed representatives of New Mountain of the July 4 Counterproposal and that the Special Committee agreed to permit New Mountain to engage in discussions with the Company’s customers as requested.

Also on July 4, 2024, representatives of Centerview informed representatives of Barclays that TA was determining whether to pursue a transaction involving the Company without New Mountain.

On July 5, 2024, New Mountain responded to the July 4 Counterproposal by submitting a written non-binding proposal to acquire all outstanding shares of Common Stock not owned by affiliates of New Mountain for $13.80 per share in cash (the “New Mountain July 5 Proposal”), which also noted that New Mountain had completed its business due diligence of the Company and was requesting to move forward with negotiating and executing definitive transaction agreements and signing a transaction by July 10, 2024, two days earlier than previously requested in the New Mountain July 2 Proposal.

Also on July 5, 2024, representatives of New Mountain spoke with representatives of each of Qatalyst Partners and Barclays to explain New Mountain’s desire to move quickly and to request that the Company work towards signing definitive agreements with respect to a transaction by July 10, 2024. Representatives of New Mountain expressed New Mountain’s view that, as time passed, the value that it was willing to pay for the Company would decrease and that time was of the essence given the large financing package needed for the transaction against the backdrop of the current geopolitical uncertainties.

Also on July 5, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. Representatives of each of Qatalyst Partners and Barclays discussed with the Special Committee the New Mountain July 5 Proposal and summarized their conversation with representatives of New Mountain earlier that day. The Special Committee discussed with its advisors whether the Company should agree to the signing date proposed by New Mountain. After discussion, it was the consensus of the Special Committee that the Company should agree to the signing date proposed by New Mountain because of the Special Committee’s view that, as time progressed, the price that New Mountain would be willing to pay to acquire the Company would likely decrease or that New Mountain might withdraw its proposal completely. The Special Committee discussed with its advisors potential responses and strategies to seek to improve the New Mountain July 5 Proposal, including leveraging New Mountain’s request for a fast timeline to signing a transaction. After discussion, the Special Committee determined that representatives of each of Qatalyst Partners and Barclays should respond to the New Mountain July 5 Proposal with a counterproposal of $14.40 per share in cash and agree to work towards the signing of a potential transaction by July 10, 2024 (the “July 5 Counterproposal”). Later on July 5, 2024, representatives of each of Qatalyst Partners and Barclays informed representatives of New Mountain of the July 5 Counterproposal.

During the course of the meeting of the Special Committee on July 5, 2024, TA filed an amendment to its Schedule 13D, attaching as an exhibit a request for waiver of standstill restrictions in the TA Investor Rights Agreement, in order to permit it to make a proposal to acquire all outstanding shares of Common Stock not owned by TA (the “TA July 5 Waiver Request”). The Schedule 13D amendment also disclosed that (i) TA was in the process of finalizing a proposal to acquire all outstanding shares of Common Stock not owned by TA at a price per share higher than the proposal publicly disclosed in the New Mountain July 1 Waiver Request, (ii) TA was not interested in selling its shares in the Company and Ascension and TowerBrook did not intend to participate in New Mountain’s proposal, (iii) Mr. Flanagan and TA were in discussions regarding the possibility of Mr. Flanagan serving in a senior executive capacity after a potential transaction between TA and the Company but no agreement, arrangement or understanding had been reached between TA and Mr. Flanagan and (iv) Mr. Flanagan expected to assist TA in conducting due diligence on the Company.

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The Special Committee discussed the TA July 5 Waiver Request during the meeting. It was the consensus of the Special Committee that it would be beneficial to engage with TA and to enable TA to submit a proposal, and the Special Committee approved the TA July 5 Waiver Request, which approval was communicated to representatives of TA later that day.

Later that day, at the direction of the Special Committee, representatives of Skadden provided an initial draft of the merger agreement to representatives of Wachtell, which was the same form of draft merger agreement under negotiation with New Mountain after removing all financial terms in such draft merger agreement.

Between July 4, 2024 and the July 24 Transaction Documents Deadline (as further described below), representatives of each of Skadden and Wachtell held multiple discussions and exchanged revised drafts of the merger agreement and the various ancillary agreements, including negotiating, among other provisions, the scope of the closing conditions, restrictions on the conduct of the Company’s business between signing and closing, the marketing period in connection with Parent’s financing of the transaction, the circumstances under which the Company or Parent could terminate the merger agreement, the Special Committee’s ability to terminate the merger agreement to accept a superior proposal, the termination fee payable by the Company and the reverse termination fee payable by Parent.

Also on July 5, 2024, representatives of Skadden sent a letter to each of Providence, Sutter Health and LifePoint notifying them that (i) New Mountain submitted a non-binding proposal to acquire all outstanding shares of Common Stock that New Mountain did not already own and (ii) the Special Committee was evaluating such proposal which, if acted upon, could give rise to a change in control of the Company. The letter invited each recipient to participate in such a process as required under their respective applicable agreements with the Company. No customer indicated an intent or desire to participate in the process currently being conducted by the Special Committee. Representatives of Providence reached out to the Company in response to the letter. After follow-up conversations with representatives of each of Qatalyst Partners and Barclays, representatives of Providence clarified that Providence was inquiring with respect to the possibility of rolling over its equity in the Company should the Company enter into a transaction with either New Mountain or TA, rather than submitting any proposal to acquire the Company or increase its equity ownership. There were no further communications from Providence with respect to the participation in the process undertaken by the Special Committee. The Company did not send such a letter to Intermountain Health because its right to be invited to participate in a process had previously terminated under the terms of its applicable agreement with the Company.

Later on July 5, 2024, TA sent a letter to the Board alleging that the Special Committee’s grant of the New Mountain July 1 Waiver Request was ineffective without the Board also approving such waiver under the CoyCo Investor Rights Agreement, that the standstill restrictions set forth in the CoyCo Investor Rights Agreement remained in effect and any actions the Special Committee or the Company has taken on the basis of the purported grant of waiver were unauthorized and ineffective to bind the Special Committee, the Board or the Company. Such letter also requested that the Board ratify the Special Committee’s grant of the New Mountain July 1 Waiver Request. Following a discussion, it was determined that the Board would consider ratifying the grant of the New Mountain July 1 Waiver Request at an upcoming Board meeting on July 8, 2024 in accordance with the Board’s prior approvals of waivers under the investor rights agreements.

Between July 6 and July 8, 2024, the members of the Special Committee had conversations with each of the four directors of the Company affiliated with the Company’s customers (other than Ascension). These directors generally expressed that they welcomed the participation by TA in the potential sale process of the Company as a competing bidder to New Mountain, as the competition would help the Company obtain the best value for its stockholders should the Special Committee decide to enter into a sale transaction. These directors also shared their respective positive perspectives on the process conducted by the Special Committee and their respective perspectives of the opportunities and headwinds facing the Company’s business and management. Each customer expressed the view that the Company and its stockholders would benefit from a take private transaction. During this period, at the direction of the Special Committee, representatives of Barclays also engaged in similar conversations with these directors and received similar messages.

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On July 6, 2024, representatives of each of Qatalyst Partners and Barclays had a conversation with representatives of TA, including Mr. Sacks and Mr. Speranzo. During this conversation, representatives of TA indicated that they were surprised by New Mountain’s decision to abandon a joint proposal with TA and submit a proposal on its own, and that TA was in the process of formulating a proposal to acquire the Company, but that such a proposal would require more time. Representatives of TA did not specify how much time they would need to be able to obtain financing and submit a proposal. A representative of TA also reiterated that TA continued to believe that a transaction with respect to the Company that was not supported by both TA and New Mountain would be difficult to execute and noted the importance of the Ascension customer relationship to the Company.

Also on July 6, 2024, the Special Committee had a conversation with Mr. Flanagan, in which Mr. Flanagan communicated that Mr. Sacks had told Mr. Flanagan that TA was preparing to put forward a proposal to acquire the Company and asked if Mr. Flanagan would like to join TA’s bid. In response, Mr. Flanagan declined to align himself with TA as a joint bidder but confirmed that Mr. Flanagan was willing to consider and discuss a potential leadership role in the Company in the event TA’s bid was successful and to assist TA in conducting its diligence, as disclosed in TA’s July 5 Schedule 13D amendment described above. Mr. Flanagan indicated to the Special Committee that he would support a transaction with either TA or New Mountain and would be open to considering taking on a senior management role with the Company in either case, but that no agreement had been reached with either TA or New Mountain.

Later on July 6, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. The Special Committee discussed with its advisors the conversations with Mr. Flanagan, representatives of TA and the directors of the Company affiliated with the Company’s customers, as described above. The Special Committee considered next steps and determined that the Special Committee should complete the conversations with the remaining directors of the Company affiliated with the Company’s customers (other than Ascension) in the next two days before deciding on a course of action.

Also on July 6, 2024, New Mountain responded to the July 5 Counterproposal by submitting a written non-binding proposal to acquire all outstanding shares of Common Stock for $14.05 per share in cash. This proposal also noted that New Mountain had completed its business due diligence of the Company and it desired to move forward with negotiating and executing definitive transaction agreements and signing a transaction by July 10, 2024.

On July 7 and 8, 2024, representatives of New Mountain held conversations with representatives of Ascension and the directors of the Company who were affiliated with the Company’s customers (as requested by New Mountain in connection with their due diligence and which the Special Committee had permitted previously).

On July 8, 2024, Mr. Flanagan met with representatives of TA regarding their diligence of the Company.

Also on July 8, 2024, the Board (including the members of the Special Committee and directors affiliated with New Mountain and TA) held a meeting, portions of which were also attended by Company management and representatives of each of Kirkland, Qatalyst Partners, Barclays and Skadden. The members of the Special Committee provided the Board (without disclosing information that could be competitively sensitive to the Special Committee’s ongoing process) with an update on the Special Committee’s process, a timeline of significant events, relevant considerations the Special Committee intended to weigh as part of its process and its communications with TA since July 5, 2024. During the executive session of the meeting (during which representatives of each of Qatalyst Partners, Barclays and Skadden were not present), representatives of Kirkland reviewed with the remaining Board members their fiduciary duties, and discussed process matters with respect to the Board’s review of the Special Committee’s recommendation, if any, at the appropriate time. Mr. Holt then communicated to the Board that New Mountain was open to giving more time for TA to formulate and submit a proposal, despite the fact that New Mountain had previously indicated that it wished to sign a definitive agreement on July 10, 2024, and that New Mountain would be willing to support a transaction with TA in the event that TA offered a higher price per share than New Mountain.

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Also at the July 8, 2024 Board meeting, the Board ratified the waivers that the Special Committee provided to each of New Mountain and TA on July 1 and July 5, 2024, respectively.

After the conclusion of the Board meeting on July 8, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. The Special Committee discussed with its advisors Mr. Holt’s communication to the Board during the executive session at the Board meeting held earlier that day and potential strategies and considerations to obtain a competing proposal from TA and improvements to New Mountain’s proposal. It was the consensus of the Special Committee that it would be in the best interest of the Company and its unaffiliated stockholders to allow sufficient time for TA to formulate and submit a competing proposal. The Special Committee instructed the representatives of each of Qatalyst Partners and Barclays to prepare a bid process letter that requested each of New Mountain and TA to submit a fully financed proposal with the highest and best price that each party was ready to offer to acquire the Company by 5:00 p.m. Eastern Time on July 18, 2024. The Special Committee also discussed with its advisors whether to conduct additional outreach to other potential buyers that could be interested in submitting a proposal to acquire the Company. The Special Committee considered the likelihood that any other buyer would be interested in participating in the process given that the two largest stockholders of the Company, together holding over 60% of the outstanding shares of Common Stock, had publicly disclosed that they were participating in the process, the potential delay and disruption of the process should the Special Committee decide to reach out to additional parties given the current status of the bidding process and the fact that the Special Committee’s financial advisors had previously solicited interest for the Company that did not result in any meaningful engagement. It was the consensus of the Special Committee that additional outreach was unlikely to be beneficial. The Special Committee then discussed the logistics and timing of sharing management’s long-range forecasts and the bids received from the bidders, taking into consideration that each of TA and New Mountain had representatives on the Board. It was the consensus of the Special Committee that, in advance of any meeting to consider the Special Committee’s recommendation with respect to a transaction, should the Special Committee determine to make such a recommendation, the Board should be provided with an opportunity to review the long-range forecasts developed by management and ask questions of the Special Committee’s advisors, and that no bid information should be disclosed to the Board prior to when the Special Committee was ready to make a recommendation in order to preserve the competitive dynamics and integrity of the process. The Special Committee instructed its advisors to work with management to arrange informational sessions for the Board (excluding the New Mountain Board Designees and directors affiliated with TowerBrook or Ascension) to receive briefings on management’s long-range forecasts and on industry and market perspectives regarding the Company from representatives of each of Qatalyst Partners and Barclays.

Between July 8 and July 11, 2024, representatives of each of Qatalyst Partners and Barclays and representatives of TA discussed the proposed bidding deadline and representatives of TA indicated that TA did not expect to be ready to submit a proposal until July 25, 2024. Representatives of each of Qatalyst Partners and Barclays also held conversations with representatives of New Mountain, who agreed to a bidding deadline of July 25, 2024. After discussions between the Special Committee and its advisors, the Special Committee agreed on a bidding deadline of 2:00 p.m. Eastern Time on July 25, 2024, and instructed representatives of each of Qatalyst Partners and Barclays to distribute a bid process letter.

On July 9, 2024, Mr. Flanagan met with representatives of CD&R and TA regarding CD&R’s high-level initial diligence.

On July 11, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays sent a bid process letter to each of New Mountain and TA (the “July 11 Bid Process Letter”). The July 11 Bid Process Letter requested that each of New Mountain and TA submit a fully financed proposal with the highest and best price that each party was ready to offer to acquire the Company by 2:00 p.m. Eastern Time on July 25, 2024. The July 11 Bid Process Letter also requested that each of New Mountain and TA reach agreement with the Special Committee on the final terms of the merger agreement and disclosure schedules,

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commitment letters and other transactional documents to be entered into between the parties or their financing sources in respect of the transaction by 5:00 p.m. Eastern Time on July 24, 2024.

On July 14, 2024, representatives of Centerview conveyed to representatives of each of Qatalyst Partners and Barclays TA’s request that it wished to partner with CD&R (together, “TA-CD&R”) in connection with TA’s proposal to acquire the Company. Representatives of Centerview also indicated that TA expected to request to engage in discussions with customers having representatives on the Board prior to announcing a transaction.

Thereafter, representatives of each of Qatalyst Partners and Barclays provided email updates to the Special Committee regarding TA’s request to partner with CD&R, which the Special Committee agreed to allow.

On July 15, 2024, CD&R entered into a confidentiality agreement with the Company (the “CD&R Confidentiality Agreement”). The CD&R Confidentiality Agreement had substantially the same terms as those in the TA Confidentiality Agreement and did not contain any standstill provision. Concurrently, the Company also provided consent under the TA Confidentiality Agreement to enable the sharing of confidential information between TA and CD&R. Thereafter, the Company granted representatives of CD&R access to a virtual data room hosted by the Company containing confidential due diligence materials. Throughout the rest of July until July 30, 2024, representatives of Company management responded to diligence questions and requests for information from CD&R, participated in diligence calls and meetings and gave presentations about the Company to representatives of CD&R. Representatives of each of Qatalyst Partners and Barclays also attended these meetings and presentations.

During the week beginning on July 15, 2024, Mr. Flanagan met with representatives of each of CD&R and TA to participate in their diligence of the Company.

On July 16, 2024, at the request of representatives of TA, the Special Committee granted, and recommended that the Board grant, waivers under anti-takeover statutes, including Section 203 of the DGCL, to TA and CD&R in connection with a transaction with respect to the Company (the “July 16 Waiver”). On July 17, 2024, upon the recommendation of the Special Committee, the Board approved the July 16 Waiver.

Also on July 16, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays had a conversation with representatives of each of CD&R and TA, who communicated that TA-CD&R did not expect to be able to submit a proposal by the July 25 deadline under the July 11 Bid Process Letter, given their internal processes for reviewing similar transactions and the status of their due diligence, noting that CD&R had submitted their high priority due diligence requests related to the Company on July 15, 2024, and that a number of requests were pending. Representatives of each of Qatalyst Partners and Barclays conveyed that New Mountain was prepared to submit a proposal by the July 25 deadline and that the Special Committee was concerned that New Mountain would not be willing to continue to participate in the process if the bid deadline were extended. Representatives of each of CD&R and TA indicated their goal of working toward announcing a transaction before the Company’s second quarter earnings announcement. During a later conversation that TA requested with the Special Committee to discuss its interest in the Company, which representatives of CD&R also attended, representatives of CD&R conveyed similar messaging with respect to their anticipated timing of submitting a proposal.

Also on July 16, 2024, representatives of Skadden had separate conversations with representatives of each of Ropes and Wachtell, in which representatives of Skadden confirmed the timeline under the July 11 Bid Process Letter. Representatives of Skadden further explained that the Special Committee designed the process and timing in order to receive best and final proposals and that the Special Committee did not intend to consider additional information received after 2:00 p.m. Eastern Time on July 25, 2024, for purposes of making a recommendation, if any, that day. During the conversation with representatives of Wachtell, representatives of Wachtell expressed that TA-CD&R expected to need additional time beyond the July 25 bid submission deadline to submit a proposal.

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On July 16 and July 18, 2024, respectively, the Special Committee held two informational sessions for a subset of the Board (excluding the New Mountain Board Designees and directors affiliated with TowerBrook or Ascension) to provide briefings on management’s long-range forecast and industry and market perspectives for the Company. During these information sessions, Company management discussed with the directors present an update to the long-range forecast (as summarized in the section entitled “Special Factors—Unaudited Prospective Financial Information” beginning on page 85 of this proxy statement), noting that this forecast was in the process of being further updated to reflect the estimated financial impact of the Ascension data breach. Representatives of each of Qatalyst Partners and Barclays also discussed with the directors present industry and market perspectives for the Company.

Between July 16 and July 19, 2024, representatives of TA-CD&R continued to communicate to representatives of the Special Committee that TA-CD&R did not expect to be able to submit a proposal by the July 25 deadline under the July 11 Bid Process Letter. Representatives of the Special Committee continued to indicate that the Special Committee did not expect to alter the deadline under the July 11 Bid Process Letter.

On July 19, 2024, representatives of Skadden had a conversation with Mr. Flanagan, who confirmed that he was assisting TA-CD&R in its diligence of the Company and that TA-CD&R had expressed that it would be interested in having Mr. Flanagan serve as part of the senior management of the Company post-transaction. Mr. Flanagan also expressed that, as a director, he would be open to supporting a recommendation by the Special Committee as to a transaction with either New Mountain or TA-CD&R, as long as he was comfortable with the underlying bid process.

Also on July 19, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. The Special Committee discussed with its advisors the informational sessions that had been conducted for a subset of the Board members on July 16 and July 18, and the recent conversations with representatives of each of TA, CD&R, New Mountain and Mr. Flanagan since July 11, in each case as described above. The Special Committee considered the importance of understanding the potential views of other directors (excluding the New Mountain Board Designees and directors with roles within TowerBrook or Ascension), given that if TA-CD&R were not in a position to submit a proposal by the July 25 bid submission deadline set by the July 11 Bid Process Letter, other directors might not be willing to approve a transaction with New Mountain even if the Special Committee recommended such a transaction. The Special Committee discussed considerations and strategies for responding to TA-CD&R should TA-CD&R make a formal request for the Special Committee to extend the bid submission deadline, given the benefit of having competing bidders in the process and the potential of New Mountain to disengage or offer a lower price if the bidding deadline were extended. The Special Committee determined that it should offer to speak with individual directors who are affiliated with the Company’s customers (excluding Ascension) and representatives of Skadden should offer to speak with all the directors (excluding the New Mountain Board Designees and directors with roles within TowerBrook or Ascension) in order to determine their views of the July 25 bid submission deadline. No determination was made by the Special Committee with regard to whether to extend the July 25 bid submission deadline at this time. The Special Committee also discussed that, if the Special Committee were to extend the July 25 bid submission deadline under the July 11 Bid Process Letter, the Special Committee should continue to require the bidders to finalize their respective transaction documents by 5:00 p.m. Eastern Time on July 24, 2024.

Also on July 19, 2024, representatives of Wachtell provided initial drafts of the equity commitment letter and limited guarantee to representatives of Skadden.

Also on July 19, 2024, TA filed an amendment to its Schedule 13D, announcing that TA had aligned with CD&R to make a joint proposal and it was in advanced discussions to finalize and submit a proposal at a price above the New Mountain July 1 Draft Proposal (the last publicly disclosed proposal from New Mountain) and that, on July 8, 2024, TA was advised that the Company had approved the standstill waiver request previously submitted to the Company by TA to permit TA to make acquisition proposals to the Company.

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Between July 20 and July 22, 2024, members of the Special Committee and representatives of Skadden separately held conversations with certain directors (excluding the New Mountain Board Designees and directors with roles within TowerBrook or Ascension) in order to determine their views of the July 25 bid submission deadline under the July 11 Bid Process Letter, in light of the communication from representatives of TA-CD&R that it did not expect to be able to submit its proposal by such deadline. Following such conversations and after discussions and correspondence among the Special Committee and representatives of each of Skadden, Qatalyst Partners and Barclays, it was the consensus of the Special Committee that, in light of the fact that TA-CD&R required additional time to submit a proposal because of their internal processes for reviewing similar transactions and the status of their due diligence, if TA-CD&R made a formal request for an extension of the deadline, the Special Committee should allow additional time for both New Mountain and TA-CD&R to submit their final proposals, but that they would still be required to finalize transaction documents (without the financial terms) by the original documentation submission deadline of 5:00 p.m. Eastern Time on July 24, 2024, under the July 11 Bid Process Letter. The Special Committee’s willingness to grant such an extension was based on, among other considerations, the feedback the Special Committee and its financial advisors received through their conversations with certain other directors on the Board, which led to the Special Committee being concerned that such directors would not support any transaction if they believed the bid process did not provide sufficient time for TA-CD&R to formulate and submit a proposal.

On July 22, 2024, representatives of TA-CD&R communicated to representatives of each of Qatalyst Partners and Barclays its request for the Special Committee to extend the bid submission deadline. Although TA-CD&R initially had proposed an extension to August 2, 2024, representatives of TA-CD&R subsequently confirmed to representatives of each of Qatalyst Partners and Barclays that an extension to July 31, 2024 would enable it to submit a final proposal. The Special Committee, after discussions with representatives of each of Qatalyst Partners and Barclays, determined to extend the bid submission deadline to July 31, 2024 (with the final documentation submission deadline remaining July 24, 2024) and directed representatives of each of Qatalyst Partners and Barclays to send an updated bid process letter to each of New Mountain and TA-CD&R.

Later on July 22, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays sent an updated bid process letter to New Mountain and TA-CD&R (the “July 22 Bid Process Letter”). The July 22 Bid Process Letter requested that each of New Mountain and TA-CD&R finalize transaction documents without the financial terms in respect of the transaction by 5:00 p.m. Eastern Time on July 24, 2024 (the “July 24 Transaction Documents Deadline”), and submit their fully financed proposal with the highest and best price that each party was ready to offer by 2:00 p.m. Eastern Time on July 31, 2024 (the “July 31 Bidding Deadline”). It was also communicated to New Mountain and TA-CD&R that the Special Committee did not intend to consider additional information received after the July 31 Bidding Deadline for purposes of making a recommendation, if any, that day.

After the July 22 Bid Process Letter was sent to New Mountain and TA-CD&R, the Special Committee provided an update to the Board regarding the July 22 Bid Process Letter and the updated bid submission deadline.

Between July 22 and July 23, 2024, representatives of each of Qatalyst Partners and Barclays had conversations with representatives of New Mountain, in which New Mountain expressed frustration with the extension of the bidding deadline and requested assurances by the Special Committee that no further extensions would be granted, in order for New Mountain to agree to continue to participate in the bidding process.

On July 23, 2024, members of the Special Committee had a conversation with Mr. Holt, in which Mr. Holt expressed frustration with an extension of the bid deadline by the Special Committee since New Mountain was prepared to bid, and raised questions with respect to the role of Mr. Flanagan in assisting the bidders in their respective due diligence and his potential senior management role in the Company post-transaction with either bidder.

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On July 24, 2024, the Company issued a press release announcing that the Special Committee had set a final deadline of July 31, 2024, for interested parties to submit fully-financed bids.

On July 24, 2024, and by the July 24 Transaction Documents Deadline, New Mountain and TA-CD&R each submitted finalized transaction documents, including the final merger agreement and disclosure schedules, commitment letters and other transactional documents to be entered into between the parties or their financing sources in respect of the transaction, except for the lack of financial terms.

On July 25, 2024, Mr. Holt contacted Mr. Flanagan to discuss two topics. First, Mr. Holt asked whether Mr. Flanagan would be interested in serving in a senior leadership position with the Company, including as the potential Chief Executive Officer, following a potential transaction between New Mountain and the Company and suggested engaging in further discussions on the terms of Mr. Flanagan’s potential service. In response, Mr. Flanagan expressed his wish to defer any such discussion until the process undertaken by the Special Committee had concluded. Second, Mr. Holt asked whether Mr. Flanagan would be willing to participate in a phone call concerning New Mountain’s diligence relating to the Company’s sales pipeline. Mr. Flanagan responded that he would be willing to join such a call and assist, provided that the Special Committee’s financial advisors also participated in the call.

On July 28, 2024, the Special Committee held a meeting, also attended by Mr. Rivas, Ms. Williams, Mr. Radcliffe and representatives of each of Qatalyst Partners, Barclays and Skadden. Ms. Williams discussed with the Special Committee the updated long-range forecast, noting changes to reflect the estimated impact of the Ascension data breach (as further described in the section entitled “Special Factors—Unaudited Prospective Financial Information” beginning on page 85 of this proxy statement). The Special Committee discussed with Ms. Williams and Mr. Rivas factors that could cause the estimated impact of the Ascension data breach on the long-range forecast to vary. It was noted that the updated long-range forecast would be shared with the Board and each of TA-CD&R and New Mountain. After discussion, the Special Committee directed each of Qatalyst Partners and Barclays to use the updated management long-range forecast for purposes of their financial analyses of the Company.

After Mr. Rivas, Ms. Williams and Mr. Radcliffe left the meeting, the Special Committee considered various potential scenarios at the July 31 Bidding Deadline, and the Special Committee’s potential responses to these scenarios, including if one of the bidders did not submit a proposal or requested an extension of the deadline (taking into consideration the status of due diligence by the two parties). Representatives of Skadden then discussed with the Special Committee the anticipated process for the Special Committee and the Board to review information concerning director relationships with each of the bidders or interests in a transaction that differed from other stockholders, noting that Mr. Flanagan would submit a disclosure letter to the Special Committee to describe his involvement with each of the bidders over the past months leading up to a potential transaction. The Special Committee discussed with its advisors the conversation the Special Committee had with Mr. Holt on July 23, 2024. Representatives of Skadden noted that the disclosure letter from Mr. Flanagan would set out his interactions with both bidders.

After the conclusion of the July 28, 2024 Special Committee meeting and as discussed in such meeting, the updated management long-range forecast was provided to the Board and each of New Mountain and TA-CD&R.

Also on July 28, 2024, Mr. Flanagan delivered a letter to the Special Committee summarizing his interactions with each of New Mountain, TA and CD&R since January 2024 (the “Flanagan Disclosure Letter”) as described throughout this section of this proxy statement entitled “Special Factors—Background of the Merger.” The Flanagan Disclosure Letter was provided to the Board on July 30, 2024.

On July 29, 2024, Mr. Delinsky delivered a letter to the Special Committee summarizing his interactions with each of New Mountain, TA and CD&R (the “Delinsky Disclosure Letter”) as described throughout this section of this proxy statement entitled “Special Factors—Background of the Merger.” In this letter, Mr. Delinsky

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also disclosed that he had continued to assist New Mountain with respect to its consideration of a potential transaction since July 1, 2024. Mr. Delinsky also disclosed that he anticipated being offered a management role in the Company following a potential transaction between New Mountain and the Company, and that he had not had any discussions with TA regarding a potential transaction or any management role on or after July 1, 2024. The Delinsky Disclosure Letter was provided to the Board on July 30, 2024.

Also on July 29, 2024, at the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays joined a discussion between representatives of New Mountain and Mr. Flanagan in which Mr. Flanagan shared his perspectives on opportunities and headwinds facing the Company and its industry. Representatives of New Mountain asked Mr. Flanagan about his willingness to have a leadership role at the Company after the closing of a transaction if New Mountain were the prevailing bidder, and Mr. Flanagan expressed openness to discussing such a role in the future if the Company entered into a transaction with New Mountain.

Also on July 29, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. Representatives of Skadden discussed with the Special Committee the anticipated summary of director relationships and interests in a potential transaction to be provided to all members of the Board in advance of its meeting on July 31, 2024, to consider the Special Committee’s recommendation, if any, with respect to a potential transaction. Representatives of Skadden confirmed that the Flanagan Disclosure Letter and the Delinsky Disclosure Letter would also be provided to the Board of Directors in advance of such meeting. Representatives of each of Qatalyst Partners and Barclays provided an update on the status of diligence by each of New Mountain, CD&R and TA. Representatives of each of Qatalyst Partners and Barclays also summarized their discussion with representatives of New Mountain and Mr. Flanagan that morning. Representatives of Skadden then discussed with the Special Committee the material terms of the transaction documents submitted by each of New Mountain and TA-CD&R by the July 24 Transaction Documents Deadline. Representatives of Skadden noted that, as required under the bidding process established by the Special Committee, these transaction documents were considered by the Special Committee and both New Mountain and TA-CD&R to be final except for the lack of financial terms, which both bidding parties would provide by the July 31 Bidding Deadline. It was discussed that the differences between the terms of the parties’ transaction documents did not affect economic terms, meaningfully impact deal certainty or involve other material terms. It was also discussed that both TA-CD&R and New Mountain had agreed that no discussion of rollover arrangements with other stockholders of the Company would occur before announcement of a transaction.

After representatives of each of Qatalyst Partners and Barclays left the meeting, the Special Committee reviewed relevant updates to relationships disclosures involving the bidders, including in light of CD&R’s involvement as a co-bidder with TA. Each member of the Special Committee confirmed that she had no relationships with CD&R. Representatives of Skadden confirmed to the members of the Special Committee that Skadden had not performed work for CD&R in the past four years (and based on information known to such representatives of Skadden, this confirmation also extended to portfolio companies of CD&R). The Special Committee confirmed that it had determined that Skadden was independent from CD&R. The Special Committee then reviewed the updated relationship disclosures provided by each of Barclays and Qatalyst Partners with respect to TowerBrook, Ascension, CD&R, New Mountain and TA, which were provided to the Special Committee in advance of the meeting. It was noted that Barclays had requested the Special Committee’s review of a change to one of the two TowerBrook Portfolio Company Matters the Special Committee had reviewed and agreed to on April 22, 2024, that would result in an increase of the fees to Barclays (although aggregate fees for both matters were still expected to be under $1.4 million). The Special Committee confirmed that Barclays should be permitted to continue its work with respect to the TowerBrook Portfolio Company Matters. It was noted that there were no meaningful changes with respect to the relationship disclosures concerning TowerBrook, Ascension and New Mountain, and that the financial advisors had provided information related to CD&R. The Special Committee noted that Qatalyst Partners had not in the past received any fees from the Company, New Mountain, TowerBrook, Ascension or CD&R and their respective portfolio companies of which Qatalyst

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Partners was aware. The historical fees received by Barclays with respect to the Company, New Mountain, TowerBrook, Ascension and CD&R are summarized in the section entitled “Special Factors—Opinion of Barclays Capital Inc.” beginning on page 69 of this proxy statement. The Special Committee determined that the historical fees received by Barclays from CD&R were immaterial to Barclays and the proposed Barclays deal team, and therefore there was no change to the Special Committee’s determination that each of Qatalyst Partners and Barclays was independent for purposes of their engagement.

On July 30, 2024, the Special Committee held an informational session for the Board, also attended by Company management, including Mr. Rivas, Ms. Williams and Mr. Radcliffe, and representatives of each of Qatalyst Partners, Barclays, Kirkland and Skadden. Ms. Williams discussed with the Board the updated management long-range forecast, which was the same as the long-range forecast presented to the Special Committee on July 28, 2024. The Board discussed with Ms. Williams and Mr. Rivas factors that could cause the estimated impact of the Ascension data breach on the long-range forecast to vary. Following this update, Company management and directors affiliated with each of New Mountain and TA left the meeting. Representatives of each of Qatalyst Partners and Barclays outlined for the directors still in attendance the planned timeline of events following the July 31 Bidding Deadline, including the Special Committee’s review of the final proposals and the Board’s review of the Special Committee’s recommendation, should the Special Committee make one, after its review of the final proposals.

On July 31, 2024, each of New Mountain and TA-CD&R submitted their final proposal prior to the July 31 Bidding Deadline. New Mountain submitted a non-binding proposal to acquire all outstanding shares of Common Stock not already held by affiliates of New Mountain for $14.05 per share in cash (the “New Mountain Final Proposal”). TA-CD&R submitted a non-binding proposal to acquire all outstanding shares of Common Stock not already held by TA for $14.30 per share in cash (the “TA-CD&R Final Proposal”). Each of the New Mountain Final Proposal and the TA-CD&R Final Proposal indicated that all necessary due diligence was completed, and included executed financing commitment letters and final markups of the transaction documents, which each of New Mountain and TA-CD&R, respectively, would be prepared to promptly execute.

Following the submission of the proposals on July 31, 2024, the Special Committee held a meeting, also attended by representatives of each of Qatalyst Partners, Barclays and Skadden. Representatives of each of Qatalyst Partners, Barclays and Skadden discussed with the Special Committee the New Mountain Final Proposal and the TA-CD&R Final Proposal. Representatives of each of Qatalyst Partners and Barclays then reviewed their respective financial analyses of the Company with the Special Committee, including the various assumptions, qualifications, limitations and other matters in connection with these analyses. The Special Committee discussed with representatives of each of Qatalyst Partners and Barclays their respective financial analyses. The Special Committee also discussed the Company’s alternative of remaining a standalone company. Representatives of Skadden confirmed that the final transaction documents submitted by each of New Mountain and TA-CD&R with their respective final proposals did not vary from the prior versions reviewed with the Special Committee, except for the insertion of relevant financial terms.

Following further discussion, including a discussion regarding the various factors described in the section entitled “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board” beginning on page 52 of this proxy statement, the Special Committee determined to recommend the proposal submitted by TA-CD&R to the Board. Representatives of Qatalyst Partners, after reviewing with the Special Committee the financial analyses discussed with the Special Committee, rendered Qatalyst Partners’ oral opinion, subsequently confirmed in writing, that, as of July 31, 2024, and based upon and subject to the various other assumptions, qualifications, limitations and other matters specified by Qatalyst Partners as set forth in the written opinion, the Merger Consideration to be received by the holders of Common Stock (other than the holders of the Excluded Shares) pursuant to, and in accordance with, the terms of the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described in the section entitled “Special Factors—Opinion of Qatalyst Partners LP” beginning on page 61 of this proxy statement. Representatives of Barclays, after reviewing with the Special Committee the financial analyses discussed with the Special

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Committee, then rendered Barclays’s oral opinion, subsequently confirmed in writing, that, as of July 31, 2024, and based upon and subject to the various other qualifications, limitations, assumptions and other matters specified by Barclays as set forth in the written opinion, the Merger Consideration to be received by the holders of Common Stock (other than the holders of the Excluded Shares) pursuant to, and in accordance with, the terms of the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described in the section entitled “Special Factors—Opinion of Barclays Capital Inc.” beginning on page 69 of this proxy statement. After further discussion, the Special Committee unanimously (i) determined that the Merger Agreement and the Transactions are advisable, fair to, and in the best interest of the Company and the Unaffiliated Stockholders; (ii) recommended that the Board approve and adopt the Merger Agreement and the Transactions; and (iii) resolved to recommend that the Unaffiliated Stockholders adopt the Merger Agreement. The Special Committee also instructed representatives of each of Qatalyst Partners and Barclays to contact representatives of each of New Mountain and TA-CD&R immediately prior to the Board meeting for the Board to consider the Special Committee’s recommendation to inform them of the Special Committee’s recommendation.

The Special Committee also approved waivers of the standstill provisions contained in applicable agreements with each of the Company’s customers having representatives on the Board to permit them to submit private acquisition proposals to the Company or form or join any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock. The Special Committee did not revoke any standstill or anti-takeover statute waiver previously granted to New Mountain.

Following the Special Committee meeting on July 31, 2024, the Board held a meeting, also attended by Company management and representatives of each of Kirkland, Skadden, and for a portion of the meeting and at the request of the Special Committee, representatives of each of Qatalyst Partners and Barclays. Immediately prior to this Board meeting, representatives of each of Qatalyst Partners and Barclays contacted representatives of each of New Mountain and TA-CD&R, at the direction of the Special Committee, and informed them that the Special Committee was recommending the TA-CD&R Final Proposal to the Board. At the start of the meeting, the Special Committee updated the Board on the financial terms of the TA-CD&R Final Proposal and the New Mountain Final Proposal and indicated that the Special Committee was recommending the TA-CD&R Final Proposal to the Board. Representatives of Kirkland then reviewed with the Board their fiduciary duties and noted the Flanagan Disclosure Letter, the Delinsky Disclosure Letter and a summary of director relationships and interests for all directors on the Board had been provided to the Board prior to the meeting.

At the direction of the Special Committee, representatives of each of Qatalyst Partners and Barclays then reviewed with the members of the Board (i) the process conducted to solicit interest in a transaction, the feedback from various parties who had participated or declined to participate in the process and the inbound contacts from various parties received, (ii) the New Mountain Final Proposal and the TA-CD&R Final Proposal and the interactions with each of New Mountain, TA and CD&R throughout the process conducted by the Special Committee and (iii) their respective financial analyses of the Company, including the various assumptions, qualifications, limitations and other matters in connection with these analyses. Representatives of each of Qatalyst Partners and Barclays confirmed that Qatalyst Partners and Barclays had each earlier delivered to the Special Committee their oral opinions, which had been subsequently confirmed by delivery of written opinions, as described above. Representatives of Skadden then summarized the material terms of the transaction documents included in the TA-CD&R Final Proposal.

The Special Committee recommended to the Board that the Board approve the TA-CD&R Final Proposal. Following discussion, including a discussion regarding the various factors described in the section entitled “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board” beginning on page 52 of this proxy statement, the Board, acting on the recommendation of the Special Committee, (i) determined that the Merger Agreement and the Transactions are advisable, fair to and in the best interest of the Company and its stockholders, (ii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and obligations under the Merger Agreement and

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the consummation of the Transactions upon the terms and conditions set forth in the Merger Agreement and (iii) recommended that the Company stockholders adopt the Merger Agreement at the Special Meeting. All members of the Board were present at this meeting and voted in accordance with the recommendation of the Special Committee as described above (with no director abstaining from the vote), although it was noted that, for purposes of the approval of the transaction required by contractual provisions of the TA Investor Rights Agreement, directors designated by TA were not deemed to vote.

The Board also approved waivers of the standstill provisions contained in applicable agreements with each of the Company’s customers having representatives on the Board to permit them to submit private acquisition proposals to the Company or form or join any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock. The Board did not revoke any standstill or anti-takeover statute waiver previously granted to New Mountain.

Following these meetings on July 31, 2024, the parties executed the Merger Agreement and related transaction documents.

On the next day, August 1, 2024, before the opening of trading on Nasdaq, the Company issued a press release announcing the execution of the Merger Agreement. The Company also filed a Current Report on Form 8-K announcing the execution of the Merger Agreement and related transaction documents.

On August 2, 2024, TA filed an amendment to its Schedule 13D, announcing the execution of the Merger Agreement and related documentation.

On August 5, 2024, New Mountain filed an amendment to its Schedule 13D, stating that New Mountain was no longer actively pursuing an acquisition of the Company.

On August 8, 2024, the Company announced TA-CD&R’s decision to reappoint Mr. Flanagan as Chief Executive Officer of the Company at the Closing.

As of the date of the filing of this proxy statement, TA-CD&R does not have any agreement, arrangement or understanding with any of the Company’s stockholders with respect to any Rollover Agreement.

Reasons for the Merger; Recommendation of the Special Committee and the Board

Recommendation of the Special Committee

On March 7, 2024, the Board voted to form the Special Committee with the power and authority to, among other things, (i) consider, review and evaluate a Potential Transaction and any Other Alternative, (ii) explore a Potential Transaction or any Other Alternative to ultimately determine whether such Potential Transaction or any Other Alternative is advisable, fair to and in the best interests of, the Company’s stockholders (excluding any stockholder who is not disinterested), and to recommend to the Board (in its sole discretion) the advisability of any Potential Transaction or any Other Alternative, (iii) participate in and direct the negotiation of the terms and conditions of any Potential Transaction or any Other Alternative, and authorize, monitor and exercise general oversight on behalf of the Company of all agreements, proceedings and activities of the Company involving, responding to or relating to any Potential Transaction or any Other Alternative, (iv) terminate any negotiations, discussions or consideration of, or reject, on behalf of the Company, any Potential Transaction or any Other Alternative, (v) in the event that definitive documents and agreements with respect to any Potential Transaction or any Other Alternative are entered into, authorize, monitor and exercise general oversight on behalf of the Company of all further agreements, proceedings and activities of the Company involving or relating to such Potential Transaction or any Other Alternative or the consummation or termination thereof and (vi) retain its own independent financial and legal advisors and incur such reasonable expenses in connection with the discharge of its duties.

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In evaluating the Merger Agreement and the Transactions, the Special Committee consulted with its own independent legal and financial advisors, and, where appropriate, with members of Company management. At the conclusion of its review, the Special Committee (among other things) unanimously (i) determined that the Merger Agreement and the Transactions, are advisable, fair to, and in the best interest of the Company and the Unaffiliated Stockholders; (ii) recommended that the Board approve and adopt the Merger Agreement and the Transactions; and (iii) resolved to recommend that the Unaffiliated Stockholders adopt the Merger Agreement. In addition, the Special Committee believes that the Merger is fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 of the Exchange Act (the “unaffiliated security holders”).

In the course of reaching its determination and making its recommendations, the Special Committee considered the following non-exhaustive list of material factors, which are not presented in any relative order of importance and each of which the Special Committee viewed as being generally supportive of its determination and recommendations to the Board:

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The Special Committee also considered a number of factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger and to permit the Special Committee to represent effectively the interests of the Unaffiliated Stockholders. In light of such procedural safeguards, the Special Committee did not consider it necessary to retain an unaffiliated representative to act solely on behalf of the Unaffiliated Stockholders and the Company’s unaffiliated security holders for purposes of negotiating the terms of the Merger Agreement. The Special Committee believes these factors support its determinations and recommendations and provide assurance of the procedural fairness of the Merger to the Unaffiliated Stockholders:

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In the course of reaching its determinations and making its recommendations, the Special Committee also considered the following non-exhaustive list of countervailing factors concerning the Merger Agreement and the Merger, which are not presented in any relative order of importance:

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The Special Committee concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger.

Recommendation of the Board

At a meeting with all members of the Board present, the Board, in accordance with the recommendation of the Special Committee as described above (with all directors voting in favor and no director abstaining from the vote, although it was noted that, for purposes of the approval of the transaction in accordance with the contractual provisions of the TA Investor Rights Agreement, TA Board Designees were not deemed to vote), (i) determined that the Merger Agreement and the Transactions, are advisable, fair to and in the best interest of the Company and its stockholders, (ii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and obligations under the Merger Agreement and the Transactions and (iii) recommended that the Company’s stockholders adopt the Merger Agreement at the Special Meeting. Such approval by the Board constituted approval by a majority of the directors of the Company who are not employees of the Company.

In addition, the Board, on behalf of the Company, believes, based on the factors described below and above, that the Merger is fair to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 of the Exchange Act.

In the course of reaching its determination and making its recommendations, the Board considered the following non-exhaustive list of material factors and countervailing factors, which are not presented in any relative order of importance:

The Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger.

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The foregoing discussion of the information and factors considered by the Special Committee and by the Board is not intended to be exhaustive and includes only the material factors considered. In light of the variety of factors considered by the Special Committee and by the Board and the complexity of these factors, neither the Special Committee nor the Board found it practicable to, and did not, quantify or otherwise assign relative weights, ranks or values to the foregoing factors in reaching their respective determinations and recommendations. Moreover, each member of the Special Committee and of the Board applied his or her own personal business judgment to the process and may have assigned different relative weights, ranks or values to the different factors, and the recommendations, determinations and approvals, where applicable, by the Special Committee and the Board were based upon the totality of the information presented to, and considered by, the Special Committee and the Board, respectively.

In the course of evaluating the Merger Agreement and the Transactions, and making the decisions, determinations and recommendations described above (as applicable), the Board and the Special Committee did not consider the liquidation value of the Company because (1) they considered the Company to be a viable, going concern; (2) they believed that liquidation sales generally result in proceeds substantially less than sales of a going concern; and (3) they considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of the Company. For the foregoing reasons, the Board and the Special Committee did not consider liquidation value to be a relevant factor. Further, the Board and the Special Committee did not consider the Company’s net book value, which is an accounting concept, as a factor because they believed (1) that net book value is not a material indicator of the value of the Company as a going concern, but rather is indicative of historical costs and (2) net book value does not take into account the prospects of the Company, market conditions, trends in the industry in which the Company operates or the business risks inherent in the industry. In addition, the Board and the Special Committee did not view the purchase prices paid in the transactions described in the section of this proxy statement entitled “Important Information Regarding the Company—Certain Transactions in the Shares of Stock” beginning on page 150 of this proxy statement (all of which were below the Merger Consideration) to be relevant except to the extent that those prices indicated the trading price of Common Stock during the applicable periods. The Board and the Special Committee believe that the trading price of the shares of the Common Stock at any given time represents the best available indicator of the Company’s going concern value at that time, so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction. In addition, the Board and the Special Committee implicitly considered the value of the Company as a going concern by taking into account the value of the Company’s current and anticipated business, financial condition, results of operations, prospects and other forward-looking matters.

Other than as described in this proxy statement, including with respect to the offer made by New Mountain, the Board is not aware of any firm offer by any other person during the prior two years for (1) a merger or consolidation of the Company with another company; (2) the sale or transfer of all or substantially all of the Company’s assets; or (3) a purchase of the Company’s securities that would enable such person to exercise control of the Company.

It should be noted that certain aspects of this explanation of the reasoning of both the Special Committee and the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Factors Regarding Forward-Looking Statements” beginning on page  108 of this proxy statement.

Opinion of Qatalyst Partners LP

The Special Committee retained Qatalyst Partners to act as its financial advisor in connection with a potential transaction such as the Merger and to evaluate whether the Merger consideration to be received by the holders of the Common Stock (other than the holders of the Excluded Shares) pursuant to, and in accordance with, the terms of the Merger Agreement was fair, from a financial point of view, to such holders. The Special Committee selected Qatalyst Partners to act as financial advisor to the Special Committee based on Qatalyst

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Partners’ qualifications, reputation, independence, extensive expertise, including with respect to serving as a financial advisor to technology companies, advising companies on M&A transactions and serving as an independent financial advisor to special committees of boards of directors, and experience advising technology companies in connection with potential strategic transactions. Qatalyst Partners has provided its written consent to the reproduction of its opinion in this proxy statement. At the meeting of the Special Committee on July 31, 2024, Qatalyst Partners rendered to the Special Committee its oral opinion, subsequently confirmed in writing, to the effect that, as of the date thereof and based upon and subject to the various assumptions, qualifications, limitations and other matters set forth therein, the Merger Consideration to be received by the holders of the Common Stock (other than the holders of the Excluded Shares) pursuant to, and in accordance with, the terms of the Merger Agreement was fair, from a financial point of view, to such holders. Qatalyst Partners delivered its written opinion, dated July 31, 2024, to the Special Committee following this meeting of the Special Committee.

The full text of Qatalyst Partners’ written opinion, dated July 31, 2024, is attached to this proxy statement as Annex C and is incorporated herein by reference in this proxy statement in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by Qatalyst Partners in rendering its opinion. Holders of the Common Stock should read the opinion carefully in its entirety. Qatalyst Partners’ opinion was delivered to, and provided for the information of, the Special Committee (in its capacity as such) and addresses only, as of the date of the opinion, based upon and subject to the various other assumptions, qualifications, limitations and other matters set forth therein, the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of the Common Stock (other than the holders of the Excluded Shares) pursuant to, and in accordance with, the terms of the Merger Agreement, to such holders, and it does not address any other aspect of the Merger. Qatalyst Partners’ opinion does not constitute a recommendation as to how any holder of the Common Stock should vote with respect to the Merger or any other matter and does not in any manner address the price at which the Common Stock will trade or otherwise be transferable at any time. Qatalyst Partners’ opinion does not address the underlying business decision of the Company to engage in the Merger, nor does it address the relative merits of the Merger as compared to any strategic alternatives that may be available to the Company or in which the Company might engage. The summary of Qatalyst Partners’ opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached to this proxy statement as Annex C and is incorporated herein by reference in this proxy statement in its entirety.

In arriving at its opinion, Qatalyst Partners reviewed a draft of the Merger Agreement, certain related documents and certain publicly available financial statements and other business and financial information of the Company. Qatalyst Partners also reviewed the Specified Unaudited Prospective Financial Information (as defined in the section entitled “Special Factors—Unaudited Prospective Financial Information” beginning on page 85 of this proxy statement). Additionally, Qatalyst Partners discussed the past and current operations and financial condition and the prospects of the Company with senior management of the Company. Qatalyst Partners also participated in, and advised the Special Committee on, certain of the negotiations relating to the Merger. Qatalyst Partners also reviewed the historical market prices and trading activity for the Common Stock and compared the financial performance of the Company and the prices and trading activity of the Common Stock with that of certain other selected publicly traded companies and their securities. In addition, Qatalyst Partners reviewed the financial terms, to the extent publicly available, of selected acquisition transactions and performed such other analyses, reviewed such other information and considered such other factors as Qatalyst Partners deemed appropriate.

In arriving at its opinion, Qatalyst Partners assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to, or discussed with, Qatalyst Partners by the Company. With respect to the Specified Unaudited Prospective Financial Information, Qatalyst Partners was advised by the management of the Company, and Qatalyst Partners assumed based on discussions with the management of the Company and the Special Committee, that the Specified Unaudited Prospective Financial Information had been reasonably prepared on

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bases reflecting the best currently available estimates and judgments of the management of the Company of the future financial performance of the Company and other matters covered thereby. Qatalyst Partners expressed no view as to the Specified Unaudited Prospective Financial Information or the assumptions on which they were based. Qatalyst Partners assumed that the terms of the draft Merger Agreement reviewed by Qatalyst Partners would not differ materially from the final executed Merger Agreement, and that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement, without any modification, waiver or delay. In addition, Qatalyst Partners assumed that in connection with the receipt of all the necessary approvals of the Merger, no delays, limitations, conditions or restrictions will be imposed that could have an adverse effect on the Company or the contemplated benefits expected to be derived in the Merger. Qatalyst relied upon, without independent verification, the assessment of the Company and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Qatalyst Partners did not make any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company or its affiliates, nor was Qatalyst Partners furnished with any such evaluation or appraisal. In addition, Qatalyst Partners relied, without independent verification, upon the assessment of the management of the Company as to the existing and future technology and products of the Company and the risks associated with such technology and products. Qatalyst Partners’ opinion has been approved by its opinion committee in accordance with its customary practice.

Qatalyst Partners’ opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion. Events occurring after the date of the opinion may affect Qatalyst Partners’ opinion and the assumptions used in preparing it, and Qatalyst Partners has not assumed any obligation to update, revise or reaffirm its opinion. Qatalyst Partners’ opinion does not address the underlying business decision of the Company to engage in the Merger, or the relative merits of the Merger as compared to any strategic alternatives that may be available to the Company or in which the Company might engage. Qatalyst Partners’ opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of the Common Stock (other than the holders of the Excluded Shares) pursuant to, and in accordance with, the terms of the Merger Agreement, and Qatalyst Partners expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the officers, directors or employees of the Company or any of its affiliates, or any class of such persons, relative to such consideration.

The following is a brief summary of the material analyses performed by Qatalyst Partners in connection with its opinion dated July 31, 2024. The analyses and factors described below must be considered as a whole; considering any portion of such analyses or factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Qatalyst Partners’ opinion. For purposes of its analyses, Qatalyst Partners utilized both the Specified Unaudited Prospective Financial Information, described in the section of the section entitled “Special Factors—Unaudited Prospective Financial Information” beginning on page 85 of this proxy statement and third-party research analyst consensus estimates as of July 30, 2024 (the “Street Estimates”). Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Qatalyst Partners, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Qatalyst Partners’ financial analyses.

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Summary of Qatalyst Partners’ Financial Analyses

Discounted Cash Flow Analysis

Qatalyst Partners performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for the Common Stock as of June 30, 2024 (which is the end of the Company’s most recently completed fiscal quarter and most recent balance sheet date), using mid-period convention, by:

(i) the implied net present value of the estimated future unlevered free cash flows (“UFCF”) of the Company, based on the Specified Unaudited Prospective Financial Information for the third quarter of calendar year 2024 through calendar year 2030 (which implied present value was calculated using a range of discount rates of 10.5% to 13.0%, based on an estimated weighted average cost of capital for the Company); and

(ii) the implied net present value of a corresponding terminal value of the Company, calculated by applying to the Company’s estimated UFCF in calendar year 2030, based on the Specified Unaudited Prospective Financial Information, a perpetuity growth rate range of 3.5% to 5.0% (which were chosen based on Qatalyst Partners’ professional judgment and experience), and discounted to present value using the same range of discount rates used in item (i) above; and

(iii) the cash of the Company, approximately $163 million, as of June 30, 2024, as provided by the Company’s management; and

(iv) the implied net present value of estimated federal tax savings due to its net operating losses for the third quarter of calendar year 2024 and beyond, ranging from approximately $11 million to approximately $12 million, as provided by management of the Company, discounted to present value using the same range of discount rates used in item (1)(a) above; and

(i) the principal amount of the Company’s outstanding debt, approximately $2,293 million, as of June 30, 2024, as provided by the Company’s management; and

Each of the above-referenced estimated future UFCFs, terminal value and federal tax savings due to net operating losses for the third quarter of calendar year 2024 and beyond were adjusted for the degree of estimated dilution to current stockholders through each respective applicable period (estimated between 1-2% annually and totaling approximately 8.4% cumulatively through calendar year 2030) due to the estimated net effects of equity issuances and cancellations related to future equity compensation, in each case based on estimates of future dilution provided by management of the Company.

Based on the calculations set forth above, this analysis implied a range of values for the Common Stock of approximately $8.14 to $15.84 per share.

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Selected Companies Analysis

Qatalyst Partners reviewed and compared selected financial information and public market multiples for the Company with publicly available financial information and public market multiples for selected companies. The companies used in this comparison were those companies listed below, which were selected by Qatalyst Partners in its professional judgment, based on factors including that they are publicly traded companies in similar lines of business to the Company, have a similar business model, have similar financial performance or have other relevant or similar characteristics.

Based upon third-party research analyst consensus estimates as of July 30, 2024 (the “Analyst Projections”), and using the closing prices as of July 30, 2024 for shares of the selected companies, Qatalyst Partners calculated, among other things, the fully diluted enterprise value divided by the estimated consensus EBITDA (“Adjusted EBITDA”) for calendar year 2025 (the “CY2025E Adjusted EBITDA Multiples”), for each of the selected companies, as shown below:

Based on an analysis of the CY2025E Adjusted EBITDA Multiples for the selected companies and the application of its professional judgment, Qatalyst Partners selected a representative multiple range of 8.0x to 12.0x.

Qatalyst Partners then applied this range to the Company’s Normalized Adjusted EBITDA for calendar year 2025, based on the Specified Unaudited Prospective Financial Information (approximately $766 million) and the Street Estimates (approximately $761 million). Based on the fully diluted Common Stock outstanding as of July 30, 2024 (calculated utilizing the same methodology as used in the above discounted cash flow analysis), this analysis implied (1) a range of values for the Common Stock of approximately $8.69 to $14.98 per share based on the Specified Unaudited Prospective Financial Information and (2) a range of values for the Common Stock of approximately $8.61 to $14.86 per share based on the Street Estimates.

No company included in the selected companies analysis is identical to the Company. In evaluating the selected companies, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond the control of the Company, such as the impact of competition on the Company’s business or the industry in general, industry growth and the absence of any material adverse change in the Company’s financial condition and prospects or the industry or in the financial markets in general. Individual multiples or mathematical analyses, such as determining the arithmetic mean, median, or the high or low, are not in themselves meaningful methods of using selected company data.

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Selected Transactions Analysis

Qatalyst Partners compared 17 selected public company transactions, including transactions involving companies participating in similar lines of business to the Company or with similar business models, similar financial performance or other relevant or similar characteristics.

For each of the selected transactions listed below, Qatalyst Partners reviewed, among other things, (1) the implied fully diluted enterprise value of the target company as a multiple of last-twelve-months’ Adjusted EBITDA of the target company (the “LTM Adjusted EBITDA multiples”) and (2) the implied fully diluted enterprise value of the target company as a multiple of third-party research analyst consensus estimates of the next-twelve-months’ Adjusted EBITDA of the target company (the “NTM Adjusted EBITDA multiples”). The LTM Adjusted EBITDA multiples were also adjusted for the last-twelve-months’ Adjusted EBITDA of Acclara (the revenue cycle management business of Providence Health & Services–Washington acquired by the Company on January 17, 2024) of $25,000,000.

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Based on the analysis of the LTM Adjusted EBITDA multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 12.0x to 16.0x then applied this range to the Company’s last-twelve months’ Adjusted EBITDA (calculated as the 12-month period ended March 31, 2024). Based on the fully diluted Common Stock outstanding as of July 30, 2024 (calculated utilizing the same methodology as used in the above discounted cash flow analysis) as provided by management of the Company, this analysis implied a range of values for the Common Stock of approximately $11.97 to $17.22 per share.

Based on the analysis of the NTM Adjusted EBITDA multiples for the selected transactions and its professional judgment, Qatalyst Partners selected a representative multiple range of 11.0x to 15.0x, then applied this range to the Company’s estimated next-twelve months’ Adjusted EBITDA (calculated as the 12-month period ending March 31, 2025) based on the Street Estimates. Based on the fully diluted Common Stock outstanding as of July 30, 2024 (calculated utilizing the same methodology as used in the above discounted cash flow analysis) as provided by management of the Company, this analysis implied a range of values for the Common Stock of approximately $10.92 to $16.25 per share.

No company or transaction utilized in the selected transactions analysis is identical to the Company or the Merger. In evaluating the selected transactions, Qatalyst Partners made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the Company’s control, such as the impact of competition on the Company’s business or the industry generally, industry growth and the absence of any material adverse change in the Company’s financial condition and prospects or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared. Individual multiples or mathematical analyses, such as determining the arithmetic mean, median, or the high or low, are not in themselves meaningful methods of using selected transactional data. Because of the unique circumstances of each of these transactions and the Merger, Qatalyst Partners cautioned against placing undue reliance on this information.

Preliminary Presentations

In addition to the presentation made to the Special Committee on July 31, 2024, the date on which Qatalyst Partners delivered its opinion, as described above, Qatalyst Partners made other presentations to the Special Committee on April 17, July 1, July 4 and July 5, 2024, and to a subset of the Board (excluding the New Mountain Board Designees and directors affiliated with TowerBrook or Ascension) on July 18, 2024 (such presentations collectively referred to as, the “Preliminary Qatalyst Partners Presentations”). Copies of the Preliminary Qatalyst Partners Presentations have been attached as exhibits to the Transaction Statement on Schedule 13E-3 with respect to the Merger. The Preliminary Qatalyst Partners Presentations and Qatalyst Partners’ written opinion will be available for any interested holder of Common Stock to inspect and copy at the Company’s principal executive offices during regular business hours and may also be obtained by requesting them in writing at the address described in the section entitled “Where You Can Find More Information” beginning on page 175 of this proxy statement.

The April 17, 2024 materials presented to the Special Committee included, among other things, (a) an overview of the recent background of the transaction and (b) an overview of the Company’s then-current situation.

The July 1, 2024 materials presented to the Special Committee included, among other things, (a) an overview of New Mountain’s waiver request and form of proposal and (b) an overview of the Company’s short-term trading statistics.

The July 4, 2024 materials presented to the Special Committee included, among other things, (a) an overview of the Company’s management plan and preliminary valuation analyses; and (b) a discussion of next steps.

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The July 5, 2024 materials presented to the Special Committee included an overview of illustrative potential sensitivities to the Company’s management plan.

The July 18, 2024 materials presented to a subset of the Board (excluding the New Mountain Board Designees and directors affiliated with TowerBrook or Ascension) included, among other things, (a) an overview of the Company’s then-current market considerations; (b) an overview of healthcare sector, revenue cycle sector and Company-specific considerations; (c) observations about the Company’s then-current situation; and (d) an overview of the background of the transaction to date.

Miscellaneous

In connection with the review of the Merger by the Special Committee, Qatalyst Partners performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily amenable to a partial analysis or summary description. In arriving at its opinion, Qatalyst Partners considered the results of all its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Qatalyst Partners believes that selecting any portion of its analyses, without considering all analyses as a whole, could create a misleading or incomplete view of the process underlying its analyses and opinion. In addition, Qatalyst Partners may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Qatalyst Partners’ view of the actual value of the Company. In performing its analyses, Qatalyst Partners made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. Any estimates contained in Qatalyst Partners’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Qatalyst Partners conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of the Common Stock (other than the holders of the Excluded Shares) pursuant to, and in accordance with, the terms of the Merger Agreement, to such holders. These analyses do not purport to be appraisals or to reflect the price at which Common Stock might actually trade or may otherwise be transferable at any time.

Qatalyst Partners’ opinion and its presentation to the Special Committee was one of many factors considered by the Special Committee in deciding to approve the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Special Committee with respect to the Merger Consideration to be received by the holders of the Common Stock (other than the holders of the Excluded Shares) pursuant to, and in accordance with, the terms of the Merger Agreement or of whether the Special Committee would have been willing to agree to different consideration. The Merger Consideration payable in the Merger was determined through arm’s-length negotiations between the Company and Parent and was approved by the Special Committee and, ultimately the Board. Qatalyst Partners provided advice to the Special Committee during these negotiations. Qatalyst Partners did not, however, recommend any specific consideration to the Special Committee or that any specific consideration constituted the only appropriate consideration for the Merger.

Qatalyst Partners provides investment banking and other services to a wide range of entities and individuals, domestically and offshore, from which conflicting interests or duties may arise. In the ordinary course of these activities, affiliates of Qatalyst Partners may at any time hold long or short positions, and may trade or otherwise effect transactions in debt or equity securities or loans of the Company, Parent or certain of their respective affiliates. During the two-year period prior to the date of Qatalyst Partners’ opinion, no material relationship existed between Qatalyst Partners or any of its affiliates on the one hand, and the Company, Parent, TowerBrook, Ascension, TCP-ASC or CD&R, on the other hand, pursuant to which compensation was received by Qatalyst

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Partners or its affiliates. Qatalyst Partners and/or its affiliates may in the future provide investment banking and other financial services to the Company or Parent or their respective affiliates for which Qatalyst Partners would expect to receive compensation.

Under the terms of its engagement letter, Qatalyst Partners provided the Company with financial advisory services in connection with the Merger for which it will be paid an aggregate amount currently estimated at approximately $77 million, $7.5 million of which was payable upon delivery of its opinion (regardless of the conclusion reached in the opinion), $250,000 of which was payable upon signing the engagement letter with Qatalyst Partners, and the remaining portion of which will be paid upon, and subject to, the closing of the Merger. The Company has also agreed to reimburse Qatalyst Partners for its expenses incurred in performing its services. The Company has also agreed to indemnify Qatalyst Partners and its affiliates, their respective members, directors, officers, partners, agents and employees and any person controlling Qatalyst Partners or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and certain expenses related to or arising out of Qatalyst Partners’ engagement.

None of the Preliminary Qatalyst Partners Presentations, alone or together, constitutes an opinion of Qatalyst Partners with respect to the Merger Consideration. Each of the analyses performed in the Preliminary Qatalyst Partners Presentations was subject to further updating and subject to the final financial analysis presented to the Special Committee on July 31, 2024 by Qatalyst Partners, which is summarized above and which superseded all analyses performed in the Preliminary Qatalyst Partners Presentations. Each of these analyses was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Qatalyst Partners as of, the date on which Qatalyst Partners performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information. Not all of the written and oral presentations by Qatalyst Partners contained all of the financial analyses included in the July 31, 2024 presentation.

Opinion of Barclays Capital Inc.

The Special Committee engaged Barclays to act as its financial advisor with respect to pursuing strategic alternatives for the Company, including a possible sale of the Company, pursuant to an engagement letter dated March 28, 2024. On July 31, 2024, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the Special Committee that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the consideration to be offered to the holders of the Common Stock (other than the holders of Owned Company Shares and Dissenting Company Shares) is fair, from a financial point of view, to such stockholders.

The full text of Barclays’s written opinion, dated as of July 31, 2024, is attached to this proxy statement as Annex D and is incorporated herein by reference in this proxy statement in its entirety. Barclays’s written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays’s opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

Barclays’s opinion, the issuance of which was approved by Barclays’s Valuation and Fairness Opinion Committee, is addressed to the Special Committee, addresses only the fairness, from a financial point of view, of the consideration to be offered to the holders of the Common Stock (other than the holders of Owned Company Shares and Dissenting Company Shares) and does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the proposed transaction or as to any other matter. The terms of the proposed transaction were determined through arm’s-length negotiations between the Special Committee and Parent and were unanimously approved by the Special Committee and the Board. Barclays did not recommend any specific form of consideration to the Special Committee or that any specific

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form of consideration constituted the only appropriate consideration for the proposed transaction. Barclays was not requested to address, and its opinion does not in any manner address, the Company’s underlying business decision to proceed with or effect the proposed transaction, the likelihood of the consummation of the proposed transaction, or the relative merits of the proposed transaction as compared to any other transaction in which the Company may engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the proposed transaction, or any class of such persons, relative to the consideration offered to the holders of the Common Stock (other than the holders of Owned Company Shares and Dissenting Company Shares) in the proposed transaction. No limitations were imposed by the Special Committee upon Barclays with respect to the investigations made or procedures followed by it in rendering its opinion.

In arriving at its opinion, Barclays, among other things:

In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and did not assume responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of management of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the July 28 Projections, upon the advice of the Company, Barclays assumed that the July 28 Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company and that the Company would perform substantially in accordance with the July 28 Projections. Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of the Company and did not make or obtain any evaluations or appraisals of the assets or liabilities of the Company. Barclays’s opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, July 31, 2024. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after July 31, 2024.

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Barclays assumed that the executed Merger Agreement would conform in all material respects to the last draft reviewed by Barclays. Additionally, Barclays assumed the accuracy of the representations and warranties contained in the Merger Agreement and all the agreements related thereto. Barclays also assumed, upon the advice of the Company, that all material governmental, regulatory and third party approvals, consents and releases for the proposed transaction would be obtained within the constraints contemplated by the Merger Agreement and that the proposed transaction would be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays did not express any opinion as to any tax or other consequences that might result from the proposed transaction, nor did Barclays’s opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood the Company had obtained such advice as it deemed necessary from qualified professionals.

In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the shares of Common Stock but rather made its determination as to fairness, from a financial point of view, to the holders of the Common Stock (other than the holders of Owned Company Shares and Dissenting Company Shares), of the consideration to be offered to such stockholders in the proposed transaction on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses used by Barclays in preparing its opinion to the Special Committee. The summary of Barclays’s analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

For the purposes of its analyses and reviews, Barclays made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company, Barclays or any other parties to the proposed transaction. No company, business or transaction considered in Barclays’s analyses and reviews is identical to the Company or the proposed transaction, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Barclays’s analyses and reviews. None of the Company, Parent, Merger Sub, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays’s analyses and reviews are inherently subject to substantial uncertainty.

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The summary of the financial analyses and reviews provided below includes information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays’s analyses and reviews.

Discounted Cash Flow Analysis

In order to estimate the present value of the Common Stock, Barclays performed a discounted cash flow analysis of the Company. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the estimated enterprise value of the Company using the discounted cash flow method, Barclays added (i) the Company’s projected after-tax unlevered free cash flows for the six month period ending December 31, 2024 and for the fiscal years 2025 through 2030 based on the July 28 Projections and (ii) the Company’s projected tax savings from net operating losses for the fiscal years 2025 through 2039 per the Company’s management to (iii) the “terminal value” of the Company as of December 31, 2030, and discounted such amount to its present value using a range of selected discount rates. The residual value of the Company at the end of the forecast period, or “terminal value,” was estimated by selecting an estimated range of perpetuity growth rate of 3.50% to 4.50%, which was estimated by Barclays utilizing its professional judgment and experience. The range of after-tax discount rates of 9.50% to 11.00% was selected based on an analysis of the weighted average cost of capital of the Company and comparable companies. Barclays then calculated a range of implied prices per share of the Common Stock by subtracting estimated net debt of approximately $2,130 million as of June 30, 2024, per the Company’s management from the estimated enterprise value using the discounted cash flow method and dividing such amount by 462.4 million to 472.9 million fully diluted number of shares of the Common Stock as of July 30, 2024, where the fully diluted number of shares is dependent on the share price. The foregoing analysis yielded a range of implied present values per share of Common Stock of $9.93 to $16.24 per share.

Barclays noted that on the basis of the discounted cash flow analysis, the Merger Consideration of $14.30 per share was within the range of implied values per share calculated using the July 28 Projections.

Selected Comparable Company Analysis

In order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of the Company by reference to those companies, which could then be used to calculate implied ranges, Barclays reviewed and compared specific financial and operating data relating to the Company with selected companies that Barclays, based on its experience in the healthcare services industry, deemed comparable to the Company. The selected comparable companies with respect to the Company were:

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Barclays calculated and compared various financial multiples and ratios of the Company and the selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed each company’s ratio of (i) its enterprise value (“EV”) to (ii) its estimated adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) for calendar year 2024 (the “2024 EV/EBITDA Analysis”) and 2025 (the “2025 EV/EBITDA Analysis”), respectively. The enterprise value of each company was obtained by adding its short and long-term debt to the sum of the market value of its common equity, the book value of any preferred stock and the book value of any minority interest, and subtracting its cash and cash equivalents. All of these calculations were performed based on publicly available financial data (including Wall Street research, FactSet data and SEC filings) and closing prices as of July 30, 2024, the last trading date prior to the delivery of Barclays’s opinion. Where applicable, the ratios were adjusted to account for certain events such as acquisitions and divestitures. The results of this selected comparable company analysis are summarized below:

Barclays selected the comparable companies listed above because of similarities in one or more business or operating characteristics with the Company. However, because no selected comparable company is exactly the same as the Company, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of the Company and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between the Company and the companies included in the selected comparable company analysis. Based upon these judgments, Barclays selected a range of 12.0x to 14.0x adjusted EBITDA for calendar year 2024 and a range of 11.0x to 13.0x adjusted EBITDA for calendar year 2025, respectively, for the Company, and applied such ranges to the 2024 and 2025 Normalized Adjusted EBITDA (as reflected in the July 28 Projections) of the Company, per the Company management. Barclays then calculated a range of implied prices per share of the Common Stock by subtracting estimated net debt of approximately $2,130 million as of June 30, 2024, per the Company’s management from the estimated enterprise value and dividing such amount by 467.2 million to 471.4 million fully diluted number of shares of the Common Stock as of July 30, 2024 for the 2024 EV/EBITDA Analysis, and 469.2 million to 473.2 million fully diluted number of shares of the Common Stock for the 2025 EV/EBITDA Analysis, where the fully diluted number of shares in both the 2024 and 2025 EV/EBITDA Analysis is dependent on the share price. Barclays’s selected comparable company analysis yielded a reference equity value range for the Common Stock of $12.27 to $14.95 per share based on the 2024 EV/EBITDA Analysis and $13.42 to $16.54 per share based on the 2025 EV/EBITDA Analysis.

Barclays noted that on the basis of the selected comparable company analysis, the transaction consideration of $14.30 per share was within the range of implied values per share calculated in the analysis above.

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Selected Precedent Transaction Analysis

Barclays reviewed and compared the purchase prices and financial multiples paid in selected other transactions that Barclays, based on its experience with merger and acquisition transactions, deemed relevant. Barclays chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to the Company with respect to the size, mix, margins and other characteristics of their businesses. The selected transactions were:

Based on the historical financial information and the July 28 Projections for the Company and publicly announced historical financial information for the target company in each selected transaction, Barclays calculated, among other things, the EV of the Company and each target company, as applicable, to such company’s EBITDA for the twelve-month period prior to the date on which the relevant transaction was announced (“LTM EBITDA”). The following table sets forth the results of such analysis:

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Company and the companies included in the selected precedent transaction analysis. Accordingly, Barclays believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the proposed transaction. Barclays therefore made qualitative judgments concerning differences between the characteristics of the selected precedent transactions and the proposed transaction which would affect the acquisition values of the selected target companies and the Company. Based upon these judgments, Barclays selected a range of 11.5x to 15.5x adjusted LTM EBITDA and applied such range to the Company’s Normalized Adjusted EBITDA (as reflected in the July 28 Projections) of approximately $658 million for the twelve-month period ending on June 30, 2024, per the Company’s management. Barclays then calculated a range of implied prices per share of the Common Stock by subtracting estimated net debt of approximately $2,130 million as of June 30, 2024, per the Company’s management from the estimated enterprise value and dividing such amount by 466.0 to 473.7 million fully diluted number of shares of the Common Stock

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as of July 30, 2024, where the fully diluted number of shares is dependent on the share price. Barclays’s selected precedent transactions analysis yielded a reference equity value range for the Common Stock of $11.66 to $17.02 per share.

Barclays noted that on the basis of the selected precedent transaction analysis, the Merger Consideration of $14.30 per share was within the range of implied values per share calculated in the analysis above.

Other Factors

Barclays also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were references for informational purposes, including, among other things, the Historical Share Price Analysis, Equity Research Price Targets Analysis, and Transaction Premium Analysis described below.

Historical Share Price Analysis

To illustrate the trend in the historical trading prices of the Common Stock, Barclays considered historical data with regard to the trading prices of the Common Stock for the period from February 24, 2023, to February 23, 2024, the last trading day prior to the filing of Amendment No. 3 to Schedule 13D by New Mountain on February 26, 2024. Barclays noted that during the period from February 24, 2023, to February 23, 2024, the closing price of the Common Stock ranged from $9.11 to $18.49 per share.

Equity Research Price Targets Analysis

Barclays reviewed publicly available price targets for the Common Stock prepared and published by sixteen equity research firms. Barclays noted that, for equity research published prior to the filing of Amendment No. 3 to Schedule 13D by New Mountain on February 26, 2024, the range of low-to-high share price targets as of February 26, 2024, was $12.00 to $20.00 per share. Barclays also noted that as of July 30, 2024, the range of low-to-high share price targets was $14.00 to $20.00 per share. The price targets published by the equity research firms did not necessarily reflect current market trading prices for shares of Common Stock and these estimates are subject to uncertainties, including the future financial performance of the Company and future market conditions.

Transaction Premium Analysis

In order to assess the premium offered to the holders of the Common Stock (other than the holders of Owned Company Shares and Dissenting Company Shares) in the proposed transaction relative to the premiums offered to stockholders in other transactions, Barclays reviewed the premium paid in (i) cash-only deals (excluding minority investment transactions) from the last 10 years as of July 30, 2024, the last trading date prior to the delivery of Barclays’s opinion, involving target companies in the United States, traded on a United States stock exchange, with total EV of the target company ranging from $5 billion to $15 billion (the “Cash-only Deals”), and (ii) Cash-only Deals with acquirers being financial sponsors (the “Sponsor LBO Deals”). For each transaction, Barclays calculated the premium per share paid by the acquirer by comparing the announced transaction value per share to the target company’s undisturbed closing share price.

The results of the transaction premium analysis for the Cash-only Deals and Sponsor LBO Deals are summarized below:

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The reasons for and the circumstances surrounding each of the transactions analyzed in the transaction premium analysis were diverse and there are inherent differences in the business, operations, financial conditions and prospects of the Company and the companies included in the transaction premium analysis. Accordingly, Barclays believed that a purely quantitative transaction premium analysis would not be particularly meaningful in the context of considering the proposed transaction. Barclays therefore made qualitative judgments concerning the differences between the characteristics of the selected transactions and the proposed transaction which would affect the acquisition values of the target companies and the Company. Based upon these judgments, Barclays selected a range of 23.6% to 53.4% based on the analysis of the Cash-only Deals and a range of 19.9% to 47.9% based on the analysis of the Sponsor LBO Deals, and applied those ranges to the undisturbed closing price of the Common Stock on February 23, 2024, to calculate a range of implied prices per share of the Company. The foregoing analysis yielded a range of implied values per share of Common Stock of $13.72 to $17.03 per share based on the analysis of all Cash-only Deals and $13.31 to $16.41 per share based on the analysis of the Sponsor LBO Deals.

Barclays noted that on the basis of the transaction premium analysis, the Merger Consideration of $14.30 per share was within each range of implied values per share based on the analysis of all Cash-only Deals and the analysis of the Sponsor LBO Deals, respectively, calculated using the undisturbed closing price of the Common Stock on February 23, 2024.

Preliminary Presentations

In addition to the presentation made to the Special Committee on July 31, 2024, the date on which Barclays delivered its opinion, as described above, Barclays made other presentations to the Board on March 3, 2024, the Special Committee on April 17, July 1, July 4 and July 5, 2024, and a subset of the Board (excluding the New Mountain Board Designees and directors affiliated with TowerBrook or Ascension) on July 18, 2024 (such presentations collectively referred to as the “Preliminary Barclays Presentations”). Copies of the Preliminary Barclays Presentations have been attached as exhibits to the Transaction Statement on Schedule 13E-3 with respect to the Merger. As described in the section entitled “Where You Can Find More Information” beginning on page 175 of this proxy statement, the Preliminary Barclays Presentations and Barclays’s written opinion will be available for any interested holder of Common Stock to inspect and copy at the Company’s principal executive offices during regular business hours and may also be obtained by requesting them in writing at the address described therein.

The March 3, 2024 materials presented to the Board included, among other things, (a) an overview of the Company’s then-current situation; (b) an overview of New Mountain’s February 26, 2024 proposal; (c) a summary of potential alternatives and (d) a discussion of potential next steps.

The April 17, 2024 materials presented to the Special Committee included, among other things, (a) an overview of the recent background of the transaction and (b) an overview of the Company’s then-current situation.

The July 1, 2024 materials presented to the Special Committee included, among other things, (a) an overview of New Mountain’s waiver request and form of proposal and (b) an overview of the Company’s short-term trading statistics.

The July 4, 2024 materials presented to the Special Committee included, among other things, (a) an overview of recent background of the transaction; (b) an overview of the Company’s then-current situation; (c) an overview of New Mountain’s July 2, 2024 proposal and (d) an overview of preliminary valuation analyses.

The July 5, 2024 materials presented to the Special Committee included, among other things, an overview of illustrative potential sensitivities to the Company’s management plan.

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The July 18, 2024 materials presented to a subset of the Board (excluding the New Mountain Board Designees and directors affiliated with TowerBrook or Ascension) included, among other things, (a) an overview of the Company’s then-current market considerations; (b) an overview of healthcare sector, revenue cycle sector and Company-specific considerations; (c) observations about the Company’s then-current situation; and (d) an overview of the background of the transaction to date.

None of the Preliminary Barclays Presentations, alone or together, constitutes an opinion of Barclays with respect to the Merger Consideration. Each of the analyses performed in the Preliminary Barclays Presentations was subject to further updating and subject to the final financial analysis presented to the Special Committee on July 31, 2024, by Barclays. Each of these analyses was necessarily based on financial, economic, market and other conditions as in effect on, and the information (including the Unaudited Prospective Financial Information) made available to Barclays as of, the date on which Barclays performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information. Not all of the written and oral presentations by Barclays contained all of the financial analyses included in the July 31, 2024 presentation.

General

Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The Special Committee selected Barclays because of its familiarity with the Company and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the proposed transaction.

Barclays is acting as financial advisor to the Special Committee in connection with the proposed transaction. As compensation for its services in connection with the proposed transaction, the Company paid Barclays a fee of $250,000 upon execution of Barclays’s engagement letter (the “Retainer Fee”) with the Company and $7.5 million upon the delivery of Barclays’s opinion (the “Opinion Fee”). The Opinion Fee was not contingent upon the conclusion of Barclays’s opinion or the consummation of the proposed transaction. Compensation will be payable on completion of the proposed transaction, against which the Retainer Fee and the Opinion Fee will be credited. As of the date of the Opinion, the amount of such compensation was approximately $38 million. In addition, the Company has agreed to reimburse Barclays for its reasonable and documented out-of-pocket expenses incurred in connection with the proposed transaction and to indemnify Barclays for certain liabilities that may arise out of its engagement by the Special Committee and the rendering of Barclays’s opinion. Barclays has performed various investment banking and financial services for the Company, TowerBrook, Ascension and CD&R in the past, and is likely to perform such services in the future, and has received, and is likely to receive, customary fees for such services. Specifically, in the past two years as of the date of its opinion, Barclays has performed the following investment banking and financial services: (a) for the Company (excluding services in connection with the proposed transaction): in December 2023, acted as joint lead arranger on the Company’s term loan B in connection with the Company’s acquisition of Acclara and (b) for CD&R (i) in March 2024, acted as joint lead arranger and bookrunner on a term loan B and senior notes in connection with CD&R’s acquisition of Truist Insurance, (ii) in March 2024, acted as financial advisor to CD&R in connection with CD&R’s acquisition of Truist Insurance, and (iii) in addition, Barclays has been a counterparty to CD&R in various risk management transactions. From January 1, 2021, to the date of its opinion, Barclays has received approximately $17.0 million in investment banking fees from the Company and approximately $55.7 million in investment banking fees from CD&R and/or certain of its portfolio companies and affiliates (in each case, including the Retainer Fee but excluding the Opinion Fee as applicable). In the past two years as of the date of its opinion, Barclays has not performed any investment banking services for TowerBrook and Ascension for which it has received any investment banking fees; however, as discussed below, Barclays has received investment banking fees in connection with services provided to their respective portfolio companies and/or affiliates.

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In addition, Barclays and its affiliates in the past have provided, currently are providing, or in the future may provide, investment banking services to TowerBrook, Ascension and CD&R and certain of their respective affiliates and portfolio companies and have received or in the future may receive customary fees for rendering such services, including (i) having acted or acting as financial advisor to TowerBrook and/or CD&R and/or certain of their respective portfolio companies and affiliates in connection with certain mergers and acquisition transactions; (ii) having acted or acting as arranger, bookrunner and/or lender for TowerBrook, Ascension and/or CD&R and/or certain of their respective portfolio companies and affiliates in connection with the financing for various acquisition transactions; and (iii) having acted or acting as underwriter, initial purchaser and placement agent for various equity and debt offerings undertaken by TowerBrook, Ascension and/or CD&R and/or certain of their respective portfolio companies and affiliates. As of the date of Barclays’ opinion, Barclays and its affiliates had provided, or were providing, investment banking services relating to the TowerBrook Portfolio Company Matters described under the section entitled “Special Factors—Background of the Merger” beginning on page 22 of this proxy statement. From January 1, 2021, to the date of its opinion, Barclays has received approximately $22.1 million in investment banking fees from TowerBrook and/or certain of its portfolio companies and affiliates and $11.7 million in investment banking fees from Ascension and/or certain of its portfolio companies (in each case, including the Retainer Fee but excluding the Opinion Fee as applicable).

Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of the Company, Parent, TowerBrook, Ascension and CD&R for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments. As of market close on July 19, 2024, Barclays held a net long position of less than one percent of the Company’s outstanding stock.

Certain Presentations Provided by Centerview to TA

TowerBrook and Ascension (Ascension together with TowerBrook, the “TowerBrook Investor Group”) retained Centerview as their financial advisor in connection with the Transactions, by letter agreement dated July 31, 2024. In this capacity, representatives of Centerview provided the TowerBrook Investor Group with certain financial advisory services. Although Centerview generally acted as financial advisor to the TowerBrook Investor Group in connection with the Transactions, Centerview was not requested to provide, and did not provide, to the TowerBrook Investor Group (or any member of the TowerBrook Investor Group), any other Buyer Filing Party, the Company, the holders of any class of securities, creditors or other constituencies of any of the foregoing or any other person (i) any report, opinion or appraisal as to the fairness, from a financial point of view or otherwise, of the Transactions, the Merger Consideration or any other term or aspect of any of the foregoing, (ii) any other valuation of any of the Buyer Filing Parties or the Company for the purpose of assessing the fairness of the Merger Consideration to any such person or (iii) any advice as to the underlying decision by any of the Buyer Filing Parties or the Company to engage in the Transactions. Because Centerview was not requested to, and did not, deliver a fairness opinion in connection with the Transactions, Centerview did not perform financial analyses with a view towards those analyses supporting a fairness opinion.

Certain preliminary discussion materials prepared by representatives of Centerview and shared with the TowerBrook Investor Group on July 3, 2024 and July 20, 2024 (the “Centerview Discussion Materials”) have been filed as exhibits to the Schedule 13E-3 filed with the SEC in connection with the Transactions. The Schedule 13E-3, including the Centerview Discussion Materials, may be examined at, and copies may be obtained from, the SEC in the manner described under the section entitled “Where You Can Find More Information” beginning on page 175 of this proxy statement. The information in the Centerview Discussion Materials is subject to, among other things, the assumptions made, procedures followed, matters considered and limitations, qualifications and other conditions contained therein and is necessarily based on facts as in effect on, and the information made available to Centerview as of, the date of such materials. The Centerview Discussion Materials are not intended to be and do not constitute a

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recommendation to any of the Buyer Filing Parties, the Company, any securityholder of any of the foregoing or any other person with respect to the Transactions or any other matter. The Centerview Discussion Materials do not constitute, and are not intended to represent, any view, opinion, report or appraisal as to the fairness, from a financial point of view or otherwise, of the Transactions or the Merger Consideration to any of the Buyer Filing Parties, the stockholders of the Company or any other person.

In addition, the analyses and observations reflected in the Centerview Discussion Materials should not be viewed as a factor considered by the TowerBrook Investor Group, the Buyer Filing Parties, CD&R, the Board, the Special Committee, the Company’s management or otherwise with respect to the fairness of any consideration (including, without limitation, the Merger Consideration), the Transactions or otherwise. The Centerview Discussion Materials were provided solely for the benefit of the TowerBrook Investor Group for its information and assistance in connection with its consideration of the Transactions, and may not be relied upon by any other person.

Below is a summary of the Centerview Discussion Materials. The following summary, however, does not purport to be a complete description of the Centerview Discussion Materials, and is qualified in its entirety by the full contents of the Centerview Discussion Materials.

The Centerview Discussion Materials will be available to any interested stockholder of the Company (or any representative of a stockholder who has been so designated in writing) to inspect and copy at the Company’s principal executive offices during regular business hours.

Miscellaneous

Centerview is a securities firm engaged directly and through affiliates and related persons in a number of investment banking, financial advisory and merchant banking activities. In the two years prior to the execution of the Merger Agreement, Centerview was engaged to provide financial advisory services to the Company, including in connection with its acquisition of Acclara as well as for general advisory services, and Centerview has received compensation of approximately $8 million for such services. In the two years prior to the execution of the Merger Agreement, except for its current engagement, Centerview has not been engaged to provide financial advisory services to TowerBrook or Ascension, and Centerview did not receive any compensation from TowerBrook or Ascension during such period. Certain (i) of Centerview and its affiliates’ directors, officers, members and employees, or family members of such persons, (ii) of Centerview’s affiliates or related investment funds and (iii) investment funds or other persons in which any of the foregoing may have financial interests or with which they may co-invest, may at any time acquire, hold, sell or trade, in debt, equity and other securities or financial instruments (including derivatives, bank loans or other obligations) of, or investments in, the Company, Ascension, TowerBrook, or any of their respective affiliates, including portfolio companies of TowerBrook, or any other party that may be involved in the Transactions.

The TowerBrook Investor Group selected Centerview as its financial advisor in connection with the Transactions based on, among other things, Centerview’s reputation and experience, and its familiarity with the Company and its business. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transactions.

In connection with Centerview’s services as the financial advisor to the TowerBrook Investor Group, the TowerBrook Investor Group has agreed to pay Centerview an aggregate fee of approximately $30 million, all of

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which is payable contingent upon consummation of the Transactions. In addition, the TowerBrook Investor Group has agreed to reimburse certain of Centerview’s expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of Centerview’s engagement by the TowerBrook Investor Group.

Reasons of the Buyers for the Merger

Under the SEC rules governing “going-private” transactions, each of the Buyer Filing Parties is an affiliate of the Company for purposes of the Merger, and, therefore, the Buyer Filing Parties are required to express their reasons for the Merger to the Company’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 of the Exchange Act. The Buyer Filing Parties are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. The views of the Buyer Filing Parties expressed in this section are not intended as, and do not constitute, a recommendation as to how the Company’s stockholders should vote their Common Stock relating to the Merger.

The Buyer Filing Parties’ primary reason for the Merger is to allow Parent to own all of the equity interests in the Company and to bear the rewards and risks of such ownership after the Merger is completed without the Common Stock being publicly traded or the Company being subject to public company reporting requirements. The Buyer Filing Parties believe that structuring the Transactions in such manner is preferable to other transaction structures because it (i) will enable Parent to acquire all of the Common Stock at the same time, (ii) will allow the Company to cease to be a publicly traded and registered reporting company, and (iii) represents an opportunity for the Company’s unaffiliated security holders (other than the holders of Dissenting Company Shares) to receive the Merger Consideration of $14.30 per share of Common Stock in cash, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement. In the course of considering the going-private transaction, the Buyer Filing Parties did not give significant consideration to any alternative transaction structures or other alternative means to accomplish the foregoing objectives because the Buyer Filing Parties believe the Merger to be the most direct and effective way to accomplish these objectives.

Position of the Buyers as to the Fairness of the Merger

Under the SEC rules governing “going-private” transactions, each of the Buyer Filing Parties is an affiliate of the Company for purposes of the Merger, and, therefore, the Buyer Filing Parties are required to express their beliefs as to the fairness of the Merger to the Company’s unaffiliated security holders. The Buyer Filing Parties are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. The view of the Buyer Filing Parties as to the fairness of the Merger should not be construed as a recommendation to any Company stockholder as to how that stockholder should vote on the Merger Proposal. The Buyer Filing Parties have interests in the Merger that are different from, and in addition to, those of the Company’s unaffiliated security holders, including as disclosed in the section entitled “Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 91 of this proxy statement.

Based on the knowledge of and the analysis by the Buyer Filing Parties of available information regarding the Company, as well as discussions with the Company’s management regarding the Company and its business and the factors considered by, and the analysis and resulting conclusions of, the Special Committee and the Board, the Buyer Filing Parties believe that the Merger is fair to the Company’s unaffiliated security holders based upon the factors described below and substantially the same factors described under the section entitled “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board” beginning on page 52 of this proxy statement. The Buyer Filing Parties agree with the analyses, determinations and conclusions described under the sections entitled “Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Board” and “Special Factors—Reasons of the Buyers for the Merger” beginning on pages 52 and 80 of this proxy statement, respectively, and the Buyer Filing Parties expressly adopt the analyses and opinions of the Special Committee and the Board in reaching their respective determinations as to the fairness of the Transactions.

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The Company’s unaffiliated security holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement on their behalf, with the assistance of the Special Committee’s independent legal and financial advisors. The Merger Agreement is recommended by the Special Committee and has been approved by the Board. None of the Company’s directors who are affiliates or designees of the Buyer Filing Parties served on the Special Committee, nor did they participate in the Special Committee’s evaluation of the Merger Agreement and the transactions contemplated thereby, including the Merger. Further, the Special Committee’s evaluation of the Merger Agreement and the transactions contemplated thereby, including the Merger, were conducted as part of a competitive bidding process, as further described under the section entitled “Special Factors—Background of the Merger” beginning on page 22 of this proxy statement. The Merger Agreement and the transactions contemplated thereby were, at a meeting with all members of the Board present, in accordance with the recommendation of the Special Committee as described above (with all directors voting in favor and no director abstaining from the vote, although it was noted that, for purposes of the approval of the transaction in accordance with the contractual provisions of the TA Investor Rights Agreement, TA Board Designees were not deemed to vote), approved by the Board. For these reasons, the Buyer Filing Parties do not believe that their interests in the Merger influenced the decisions or recommendations of the Special Committee or the Board with respect to the Merger Agreement or the Merger.

In their consideration of the fairness of the Merger, the Buyer Filing Parties did not find it practicable to, and did not: (i) appraise the assets of the Company to determine the liquidation value for the Company’s unaffiliated security holders, (ii) consider the net book value as a basis to evaluate per share consideration, (iii) consider that liquidation sales generally result in proceeds substantially less than sales of a going concern, (iv) consider the impracticability of determining a liquidation value given the significant execution risk involved in any breakup, or (v) consider the Company’s viability as a going concern. The Buyer Filing Parties did not consider net book value, which is an accounting concept, for purposes of determining the fairness of the Merger Consideration to the Company’s unaffiliated security holders because, in their view, (1) it does not reflect, or have any meaningful impact on, either the market trading prices of the Common Stock or the Company’s value as a going concern; (2) net book value is not a material indicator of the value of the Company as a going concern, but rather is indicative of historical costs; and (3) net book value does not take into account the prospects of the Company, market conditions, trends in the industry in which the Company operates or the business risks inherent in the industry. The Buyer Filing Parties did not establish a going concern value for the Company as a public company to determine the fairness of the Merger Consideration to the Company’s unaffiliated security holders because, following the Merger, the Company will have a significantly different capital structure. The Buyer Filing Parties are aware of the proposals described in the section entitled “Special Factors—Background of the Merger” beginning on page 22 of this proxy statement, including the proposals made by New Mountain described therein, and the Buyer Filing Parties are not aware of any further firm offer for a merger, sale of all or a substantial part of the Company’s assets, or a purchase of a controlling amount of the Company securities having been received by the Company from anyone other than the Buyer Filing Parties in the two years preceding the signing of the Merger Agreement. The Buyer Filing Parties did not receive any reports, opinions, or appraisals from any outside party materially related to the fairness of the Merger or the Merger Consideration, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to the Company’s unaffiliated security holders.

The foregoing discussion of the information and factors considered and given weight by the Buyer Filing Parties in connection with the fairness of the Merger Agreement and transactions contemplated thereby, including the Merger, is not intended to be exhaustive but is believed to include all material factors considered by the Buyer Filing Parties. The Buyer Filing Parties did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their respective positions as to the fairness of the Merger Agreement and transactions contemplated thereby, including the Merger. Rather, the Buyer Filing Parties made the fairness determinations after considering all of the foregoing as a whole. The Buyer Filing Parties believe these factors provide a reasonable basis upon which to form the belief that the Merger is fair to the Company’s unaffiliated security holders. This belief should not, however, be construed as a recommendation to any stockholder to approve the Merger Agreement. The Buyer Filing Parties attempted to negotiate the terms of a

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transaction that would be most favorable to them, and not to the other stockholders of the Company, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to such stockholders. The Buyer Filing Parties do not make any recommendation as to how the Company’s unaffiliated security holders should vote their shares of Common Stock relating to the Merger.

Plans for the Company After the Merger

Following completion of the Merger, Merger Sub will have been merged with and into the Company, with the Company having survived the Merger as a wholly owned subsidiary of Parent. The Common Stock is currently listed on Nasdaq and registered under the Exchange Act. Following completion of the Merger, there will be no further public market for the Common Stock and, as promptly as practicable following the Effective Time and in compliance with applicable law, the Common Stock will be delisted from the Nasdaq and deregistered under the Exchange Act.

The Buyers currently anticipate that following completion of the Merger, the Company’s operations will initially be conducted substantially as they are currently being conducted (except that the Company will cease to be a publicly traded company and will instead be a wholly owned subsidiary of Parent). The Buyers are currently conducting a review of the Company and its business and operations with a view towards determining how to redirect the Company’s operations to improve the Company’s long-term earnings potential as a private company and expect to complete such review following completion of the Merger. Following completion of the Merger, Parent will continue to assess the Company’s assets, corporate and capital structure, capitalization, operations, business, properties and personnel to determine what changes, if any, would be desirable following the Merger to enhance the Company’s business and operations.

From and after the Effective Time, the officers of the Company immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, except that the Buyers expect that Joseph Flanagan will become the Chief Executive Officer of the Surviving Corporation, as described in the section entitled “The Merger Agreement—Directors and Officers; Certificate of Incorporation; Bylaws” beginning on page 118 of this proxy statement, and, the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation, in each case to hold office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the DGCL or the certificate of incorporation and bylaws of the Surviving Corporation, as the case may be. At the Effective Time, in accordance with the applicable provisions of the DGCL, the Company’s certificate of incorporation will be amended and restated in its entirety to read as set forth in Exhibit A to the Merger Agreement, and the form of bylaws of Merger Sub as in effect immediately prior to the Effective Time will become the form of bylaws of the Surviving Corporation.

Certain Effects of the Merger

If the Requisite Stockholder Approval is obtained, and all other conditions to the Merger are satisfied or waived, the Merger Agreement provides that, at the Effective Time, Merger Sub will merge with and into the Company in accordance with the Merger Agreement, the separate existence of Merger Sub will cease and the Company will continue as the Surviving Corporation as a wholly owned subsidiary of Parent.

Treatment of the Common Stock

If the Merger is completed, each share of Common Stock outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be cancelled and extinguished and automatically converted into the right to receive the Merger Consideration. At the Effective Time, each Owned Company Share will be cancelled and extinguished without any conversion thereof or consideration paid therefor, and each Subsidiary Owned Share will be converted into such number of validly issued, fully paid and nonassessable shares of common stock

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of the Surviving Corporation, or fraction thereof, such that the ownership percentage of any Subsidiary in the Surviving Corporation immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time.

Treatment of Company Warrants

If the Merger is completed, each Company Warrant that is outstanding immediately prior to the Effective Time will be cancelled at the Effective Time in exchange for the right to receive, promptly following the surrender of such Company Warrant to the Company or the Surviving Corporation in accordance with its terms (or, if later, the Effective Time), cash, without interest, in an amount equal to the product of (a) the number of shares of Common Stock the holder of such Company Warrant would have received had such Company Warrant been exercised in full on a cash basis immediately prior to the Effective Time multiplied by (b) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock underlying such Company Warrant; provided that if the exercise price per share of Common Stock underlying such Company Warrant is greater than the Merger Consideration, no payment shall be due to the holder of such Company Warrant upon the surrender thereof to the Company or the Surviving Corporation; provided, further, that each Buyer Company Warrant will be cancelled and extinguished without any conversion thereof or consideration paid therefor unless exercised in accordance with its terms prior to the Effective Time. As of the Effective Time, each holder of Company Warrants shall cease to have any other rights in and to the Company and the Surviving Corporation, and each Company Warrant shall thereafter represent only the right to receive the applicable amounts payable as described above, if any.

Treatment of Equity Compensation Awards

The Merger Agreement provides that, at the Effective Time, automatically and without any required action on the part of the holder thereof:

The equity awards held by the Company’s directors and executive officers at the Effective Time will be subject to the same treatment, set forth above, as the equity awards held by other holders.

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Benefits of the Merger for the Unaffiliated Security Holders

The primary benefit of the Merger to the unaffiliated security holders will be their right to receive the Merger Consideration for each share of Common Stock held by such stockholder as described above. This amount constitutes a premium of approximately 29% to the Company’s unaffected closing price on February 23, 2024, the last full trading day before New Mountain publicly disclosed its initial non-binding acquisition proposal on its amendment to Schedule 13D. Additionally, such stockholders will avoid the risk after the Merger of any possible decrease in the Company’s future earnings, growth or value.

Detriments of the Merger to the Unaffiliated Security Holders

The primary detriment of the Merger to the unaffiliated security holders is the lack of an interest of such stockholders in the potential future earnings, growth, or value realized by the Company after the Merger. In addition, the unaffiliated security holders will not benefit from any sale of the Company or its assets to a third party in the future. Additionally, the receipt of cash in exchange for Common Stock pursuant to the Merger will generally be a taxable sale transaction for U.S. federal income tax purposes to stockholders to the extent that such stockholders have any gain on the sale of the Common Stock.

Certain Effects of the Merger for the Buyer Filing Parties

If the Merger is completed, all of the equity interests in the Company will be beneficially owned, indirectly through Parent, by the Buyer Filing Parties and their affiliates. The benefits of the Merger to the Buyer Filing Parties include the fact that, following the completion of the Merger, Parent will directly own 100% of the outstanding equity interests of the Surviving Corporation and will therefore have a corresponding 100% interest in the Surviving Corporation’s net book value and net earnings. The table below sets forth the beneficial ownership of Common Stock and resulting interests in the Company’s net book value and net earnings of the Buyer Filing Parties prior to and immediately after the Merger, based on the Company’s net book value at June 30, 2024 and net earnings for the six months ended June 30, 2024, as if the Merger were completed on such date.

In addition, the Buyer Filing Parties will benefit from the savings associated with the Company no longer being required to file reports under or otherwise having to comply with provisions of the Exchange Act. Detriments of the Merger to the Buyer Filing Parties include the lack of liquidity for Common Stock following the Merger and the risk that the Company will decrease in value following the Merger.

Certain Effects on the Company if the Merger Is Not Completed

If the Merger Proposal is not approved by the Company’s stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of Common Stock in connection

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with the Merger. Instead, unless the Company is sold to a third party, the Company will remain a publicly traded company, and the shares of Common Stock will continue to be listed and traded on Nasdaq, so long as the Company continues to meet the applicable listing requirements. In addition, if the Merger is not completed, the Company expects that management will operate the Company’s business in a manner similar to that in which it is being operated today and that the Company’s stockholders will generally continue to be subject to the same risks and opportunities to which they are currently subject. There is no assurance as to the effect of these risks and opportunities on the future value of your shares of Common Stock, including the risk that the market price of the shares of Common Stock may decline to the extent that the current market price of the shares of Common Stock reflects a market assumption that the Merger will be completed.

Under certain circumstances, if the Merger is not completed, the Company would be required to pay the Company Termination Fee, or Parent would be required to pay the Reverse Termination Fee. See the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 137 of this proxy statement.

Unaudited Prospective Financial Information

Other than in connection with our regular earnings press releases and related investor materials, we do not generally, as a matter of course, make public projections as to our long-term future financial performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates.

Projections

In March 2024, in connection with the Special Committee’s review of strategic alternatives as described in the section entitled “Special Factors—Background of the Merger” beginning on page 22 of this proxy statement, management prepared unaudited non-public prospective financial information of R1, on a standalone basis without giving effect to the Merger, for fiscal year 2024 through fiscal year 2030. Between April and July 2024, management continued to revisit such unaudited non-public prospective financial information to reflect management’s updated assumptions and outlook based on then-available information.

Although the information in the Unaudited Prospective Financial Information (as defined below) is presented with numerical specificity, it reflects numerous estimates and assumptions made by management with respect to industry performance, general business, economic, regulatory, market and financial conditions, and other potential future events, as well as matters specific to R1’s business and its customers, in each case, as of the date it was prepared, all of which are difficult or impossible to predict accurately and many of which are beyond R1’s control.

On April 5, 2024, in connection with the Special Committee’s review of strategic alternatives, management presented to the Special Committee unaudited non-public prospective financial information of R1, on a standalone basis without giving effect to the Merger, for fiscal year 2024 through fiscal year 2030 (the “April 5 Projections,” which include the May 16 Unlevered Free Cash Flows described below). On May 16, 2024, the April 5 Projections were made available to TA and New Mountain in connection with their due diligence review of a potential transaction involving the Company. The April 5 Projections were provided to Qatalyst Partners and Barclays, and both Qatalyst Partners and Barclays (each with the consent of the Special Committee) relied on the April 5 Projections for their respective preliminary financial analyses presented to the Special Committee at its meetings on April 17, 2024, and July 4, 2024, as described in the section entitled “Special Factors—Background of the Merger” beginning on page 22 of this proxy statement.

The April 5 Projections reflect management’s assumptions at the time concerning R1’s revenues, margins, expense growth and risks, including customers’ divestitures, operational issues, implementation delays,

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cybersecurity incidents (including the Change Healthcare cyber attack in February 2024 but excluding the Ascension Health data breach that took place in May 2024) and other relevant factors related to R1’s long-term operating plan, including:

The foregoing is a summary of the key assumptions and does not purport to be a comprehensive overview of all assumptions reflected in the April 5 Projections.

The following table summarizes the April 5 Projections:

April 5 Projections

(Amounts in millions)

The April 5 Projections, when provided to TA and New Mountain on May 16, 2024, were accompanied by the following unlevered free cash flows prepared by management:

May 16 Unlevered Free Cash Flows

(Amounts in millions)

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On July 16, 2024, the Special Committee held an informational session for members of the Board (including members of the Special Committee, but excluding the New Mountain Board Designees and directors affiliated with TowerBrook or Ascension) during which management presented updated unaudited non-public prospective financial information of R1 prepared by management (the “July 16 Projections”). For more information about the informational session, please see the section entitled “Special Factors—Background of the Merger” beginning on page 22 of this proxy statement.

The July 16 Projections reflected R1’s actual financial results for its first quarter of 2024 and the impact of the Change Healthcare cyber attack but did not include the impact of the Ascension Health data breach. Otherwise, all other key assumptions of the July 16 Projections remained the same as the April 5 Projections.

The July 16 Projections were not made available to any bidder. The July 16 Projections were provided to Qatalyst Partners and Barclays, but neither Qatalyst Partners nor Barclays relied on the July 16 Projections for any of their respective preliminary financial analyses.

The following table summarizes the July 16 Projections:

July 16 Projections

(Amounts in millions)

On July 28, 2024, management prepared and presented to the Special Committee unaudited non-public prospective financial information of R1, on a standalone basis without giving effect to the Merger (the “July 28 Projections,” which include the July 28 Unlevered Free Cash Flows and the Normalized Adjusted EBITDA described below), updated to reflect the impact of the Ascension Health data breach (which impact is quantified in the tables below). Otherwise, all other key assumptions of the July 28 Projections remained the same as the July 16 Projections.

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The following tables summarize the July 28 Projections:

July 28 Projections

(Amounts in millions)

The July 28 Projections prepared by management also included unlevered free cash flows using two methodologies depending on the treatment of stock-based compensation as summarized in the table below:

July 28 Projections (July 28 Unlevered Free Cash Flows)

(Amounts in millions)

The Special Committee directed Qatalyst Partners and Barclays to use the July 28 Projections, including the July 28 Unlevered Free Cash Flows (SBC Unburdened) or the July 28 Unlevered Free Cash Flows (SBC as Cash Expense), depending on the preferred methodology of each of Qatalyst Partners and Barclays, for purposes of their respective financial analyses of a potential transaction involving the Company and rendering the opinions as described in the sections entitled “Special Factors—Opinion of Qatalyst Partners LP” and “Special Factors—Opinion of Barclays Capital Inc.” beginning on pages 61 and 69 of this proxy statement, respectively. Qatalyst Partners’ financial analyses utilized the July 28 Unlevered Free Cash Flows (SBC Unburdened) and Barclays’s financial analyses utilized the July 28 Unlevered Free Cash Flows (SBC as Cash Expense). On July 28, 2024, the July 28 Projections (with only the July 28 Unlevered Free Cash Flows (SBC Unburdened)) were made available to TA, CD&R and New Mountain.

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Certain analyses performed by Qatalyst Partners and Barclays, as further described in the sections entitled “Special Factors—Opinion of Qatalyst Partners LP” and “Special Factors—Opinion of Barclays Capital Inc.” beginning on pages 61 and 69 of this proxy statement, respectively, utilized “Normalized Adjusted EBITDA” based on the July 28 Projections, which is the Adjusted EBITDA excluding the impact of the Ascension data breach. The following table summarizes the Normalized Adjusted EBITDA:

July 28 Projections (Normalized Adjusted EBITDA)

(Amounts in millions)

Additional Projected Financial Information

In December 2023, in connection with the Board’s evaluation of R1’s acquisition of Acclara from Providence and the anticipated entry by R1 into a long-term customer agreement with Providence, management prepared unaudited non-public prospective financial information of R1 and Acclara on a consolidated basis, including estimated synergies for fiscal year 2024 through fiscal year 2028 (the “December 2023 Projections”). The following table summarizes the December 2023 Projections.

December 2023 Projections

(Amounts in millions)