R1 Cloudmed Transaction Overview slide image

R1 Cloudmed Transaction Overview

Transaction Overview Transaction Summary Ownership Balance Sheet Management and Board Timing and Approvals R1. cloudmed. ■ ▪ 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 ■ 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 ■ ■ Expected to close Q2 2022 Subject to R1 shareholder approval, regulatory approval and customary closing conditions 7
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