R1 Cloudmed Transaction Overview
Transaction Overview
Transaction
Summary
Ownership
Balance Sheet
Management
and Board
Timing and
Approvals
R1. cloudmed.
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▪ R1 shareholders will own ~70% of the combined company
Cloudmed shareholders will own ~30% of the combined company
▪ Cloudmed shareholders will enter into an 18-month lockup agreement
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Approximately $4.1B all-stock transaction including assumption of ~$857M debt
R1 will issue ~138.4M shares to Cloudmed shareholders, subject to closing adjustments
14.8x 2022E Adjusted EBITDA, incl. $85M of expected run-rate cost synergies by year 3
▪ 2.7x net leverage at close
Anticipate strong cash generation post-close
▪ Joe Flanagan will be CEO and Lee Rivas will be President of the combined company
▪ Three directors nominated by Cloudmed shareholders will join R1's Board
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Expected to close Q2 2022
Subject to R1 shareholder approval, regulatory approval and customary closing conditions
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