Exhibit 3.1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________

FORM 8-K
____________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 2017
____________
R1 RCM Inc.
(Exact Name of Registrant as Specified in Charter)  
  ____________
Delaware
001-34746
02-0698101
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
401 North Michigan Avenue, Suite 2700, Chicago, Illinois
60611
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (312) 324-7820
Accretive Health, Inc.
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))                 



Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 5, 2017, Accretive Health, Inc. (the “Company”) filed an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Charter Amendment”) to provide for a change in the Company’s name to R1 RCM Inc. Pursuant to Section 242(b) of the General Corporation Law of the State of Delaware, no approval of the Charter Amendment by the Company’s stockholders was required. The full text of the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The Charter Amendment became effective upon filing with the Secretary of State of the State of Delaware on January 5, 2017.
    
In connection with the Charter Amendment, the Company also filed an amendment (the “CoD Amendment”) to its Certificate of Designation of 8.00% Series A Convertible Preferred Stock, Par Value $0.01 per Share, of Accretive Health, Inc. (the “Certificate of Designations”) to make conforming changes to the Certificate of Designations to provide for the change in the Company’s name to R1 RCM Inc. The full text of the CoD Amendment is attached hereto as Exhibit 3.2 and is incorporated herein by reference. The CoD Amendment became effective upon filing with the Secretary of State of the State of Delaware on January 5, 2017.

In connection with the Charter Amendment, the Company also adopted an amendment (the “Bylaw Amendment”) to its Amended and Restated Bylaws, as amended (the “A&R Bylaws”) to make conforming changes to the A&R Bylaws to provide for the change in the Company’s name to R1 RCM Inc. The full text of the Bylaw Amendment is attached hereto as Exhibit 3.3 and is incorporated herein by reference. The Bylaw Amendment became effective upon the filing of the Charter Amendment with the Secretary of State of the State of Delaware on January 5, 2017.




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Item 7.01
Regulation FD Disclosure
On January 5, 2017, the Company announced a change in the Company’s name to R1 RCM, Inc. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index attached hereto.





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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:
January 5, 2017
 
 
 
 
 
 
 
 
R1 RCM Inc.
 
 
 
 
 
 
By:  
/s/ Christopher S. Ricaurte
 
 
 
 
 
 
 
Christopher S. Ricaurte
 
 
 
Chief Financial Officer and Treasurer




EXHIBIT INDEX

Exhibit Number
Description
3.1
Certificate of Amendment to Restated Certificate of Incorporation of the Company

3.2
Certificate of Amendment to Certificate of Designation of 8.00% Series A Convertible Preferred Stock, Par Value $0.01 per Share, of the Company
 
3.3
Amendment No. 2 to the Amended and Restated Bylaws of the Company

99.1
Press Release dated January 5, 2017





Exhibit 3.1


CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF ACCRETIVE HEALTH, INC.  
Accretive Health, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
The Board of Directors of the Corporation duly adopted resolutions pursuant to Section 242 of the General Corporation Law of the State of Delaware, setting forth an amendment to the Restated Certificate of Incorporation of the Corporation. Pursuant to Section 242(b) of the General Corporation Law of the State of Delaware, no approval of such amendment by the stockholders of the Corporation was required. The resolution setting forth the amendment is as follows:
RESOLVED: That Article FIRST of the Restated Certificate of Incorporation of the Corporation be and hereby is deleted in its entirety and that the following be inserted in lieu thereof:
“FIRST: The name of the Corporation is R1 RCM Inc.”
[Remainder of Page Intentionally Left Blank]















IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed by a duly authorized officer of the Corporation on this 5th day of January, 2017.

         ACCRETIVE HEALTH, INC.
         By: /s/ Joseph Flanagan
Name: Joseph Flanagan
         Title: President & Chief Executive Officer







Exhibit 3.2


CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATION OF
8.00% SERIES A CONVERTIBLE
PREFERRED STOCK, PAR VALUE $0.01 PER SHARE, OF
R1 RCM INC.
 
R1 RCM Inc., a corporation organized under and existing under the laws of the State of Delaware (the “ Corporation ”), certifies that:
 
 
FIRST: The Corporation’s Certificate of Designation of 8.00% Series A Convertible Preferred Stock (the “ Certificate of Designations ”) was filed with the Secretary of State of the State of Delaware on February 12, 2016.
 
SECOND: The Board of Directors of the Corporation, acting in accordance with the provision of Sections 141 and 242 of the Delaware General Corporation Law adopted resolutions to amend (and, pursuant to Section 242(b) of the General Corporation Law of the State of Delaware, no approval of such amendment by the stockholders of the Corporation was required):

(a)
the first paragraph of the Certificate of Designation to read in its entirety as follows:
 
R1 RCM INC., a corporation organized and existing under the laws of the State of Delaware (the “ Company ”), certifies that pursuant to the authority contained in its Restated Certificate of Incorporation, as amended from time to time (the “ Certificate of Incorporation ”), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Company (the “ Board of Directors ”) has duly approved and adopted the following resolution on December 7, 2015, and the resolution was adopted by all necessary action the part of the Company:

; and

(b)
the definition of “ Company ” in Section 3 of the Certificate of Designations to read in its entirety as follows:

“ Company ” shall mean R1 RCM Inc., a corporation organized and existing under the laws of the state of Delaware, and any successor thereof.

 EXCEPT AS AMENDED ABOVE, the Certificate of Designations shall remain in full force and effect.







IN WITNESS WHEREOF, the Company has executed this Certificate of Amendment to Certificate of Designations of 8.00% Series A Convertible Preferred Stock on this 5th day of January, 2017.
 
 
 
 
 
 
 
 
 
By:
 
/s/ Joseph Flanagan
  
 
 
 
 
Name:
 
Joseph Flanagan
  
 
 
 
 
Title:
 
President & Chief Executive Officer
  
 
 
 
 





Exhibit 3.3


AMENDMENT NO. 2 TO THE

AMENDED AND RESTATED BYLAWS

OF

ACCRETIVE HEALTH, INC.

    
THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED BYLAWS of Accretive Health, Inc., a Delaware corporation (the “ Bylaws ”), is made as of this 5th day of January, 2017.
    
1.      In accordance with Article VI of the Amended and Restated Bylaws (the “Bylaws”) of Accretive Health, Inc., a Delaware corporation, the Bylaws be, and hereby are, amended by changing any and all references throughout the Bylaws from “Accretive Health, Inc.” to “R1 RCM Inc.”

EXCEPT AS AMENDED ABOVE, the Bylaws shall remain in full force and effect.


[ Remainder of Page Intentionally Blank ]



R1RGBA02.JPG Exhibit 99.1


ACCRETIVE HEALTH TRANSFORMS INTO R1 RCM
Launches R1 Performance Stack SM for Revenue Cycle Management

CHICAGO - Jan 5, 2017 - R1 RCM Inc. (OTC Pink: ACHI) (“R1” or the “company”), a leading provider of revenue cycle management and physician advisory services to healthcare providers, announced today that it has formally changed its name from Accretive Health, Inc. to R1 RCM Inc. The R1 brand is designed to reflect the company’s approach to serve as the one revenue cycle management partner for healthcare providers regardless of their payment models, patient engagement strategies, or settings of care. The company uses the R1 Performance Stack SM to deliver value by building stronger commercial infrastructure for healthcare providers.

“Our mission is to be the one trusted partner to manage revenue so providers and patients can focus on what matters most,” said Joe Flanagan, President and Chief Executive Officer of R1, “We’ve changed our brand name to emphasize our commitment to revenue cycle excellence and our customers’ success.”

The R1 approach is built on a proven revenue cycle management-operating model designed to fit seamlessly into healthcare organizations. With the R1 Performance Stack SM , the company believes that it is uniquely equipped to manage the revenue cycle from end-to-end. R1 can work with healthcare organizations by targeting and transforming individual components of the revenue cycle, co-managing the revenue cycle operations or joining forces as a full operating partner.

The R1 Performance Stack SM offers seven components to revenue cycle management:

•
Comprehensive Gains - By leveraging the customer’s data and operating within a health system’s virtual and physical environment, R1’s services are designed to help ensure client economics are significantly improved while enhancing patient experience and improving client revenue predictability as payment models shift. Key performance indicators align R1’s performance with the customer’s.
•
Assured Standardization - R1 diagnostics and tools are designed to ensure delivery consistency and enable economic and patient experience gains. Continual measurement and assessment help R1 achieve these standards.
•
Dimensional Visibility - R1 enables timely defect intervention and recovery workflow by providing a clear window into revenue operations with frequent and comprehensive reporting.
•
Analytics & Accountability - R1 uses hundreds of measurement methods to drive comprehensive daily accountability designed to identify and correct small issues before they become organizational problems.
•
Proprietary Technologies -R1 Hub technologies integrate across multiple host and payor systems. They are designed to scale and perform in the largest, most complex systems to enable end-to-end process integration.
•
Proven Process - The R1 technology, model and processes have been developed through years of experience working with healthcare organizations on their most challenging


R1RGBA02.JPG

implementations. The approach and technology are based on standard structures and rigorous methods, tested and proven in multiple organizations and environments.
•
Experienced Talent - R1’s teams understand the missions and unique needs of non-profit organizations. Team members are trained and certified then continuously developed and supported to ensure they are equipped to deliver on customer revenue cycle management goals.

R1 offers infrastructure and Shared Services Centers that are HITRUST certified. Its operating system is supported by a fully integrated proprietary technology platform.

Attendees at the 35 th  Annual J.P. Morgan Healthcare Conference who want to learn more about R1 can see Joe Flanagan speak on Thursday, January 12 at 11:00 am, at the Westin St. Francis Hotel in San Francisco.  A live audio webcast and replay of the presentation will be available on the Investor Relations section of R1's web site at www.r1rcm.com. The archived webcast and presentation materials will also be available for 90 days following the presentation on the Investor Relations section of R1's web site.

About R1 RCM

R1 serves as the one revenue cycle management partner for select hospitals and healthcare systems regardless of their payment models, patient engagement strategies, or settings of care. The company uses a proven operating model based on the R1 Performance Stack SM designed to fit seamlessly into any healthcare organization’s infrastructure and to enhance the patient experience, improve provider economics, and provide revenue predictability. To learn more visit: r1rcm.com .

Safe Harbor  
This press release contains forward-looking statements, including statements regarding the R1 brand and the company’s anticipated future growth, cost savings and operational results. All forward-looking statements contained in this press release involve risks and uncertainties. The company’s actual results and outcomes could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the factors set forth in the company’s annual report on Form 10-K for the year ended December 31, 2015. The words “strive,” “objective,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “designed,” “may,” “plans,” “projects,” “vision,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The company has based these forward-looking statements on its current expectations and projections about future events. Although the company believes that the expectations underlying any of its forward-looking statements are reasonable, these expectations may prove to be incorrect and all of these statements are subject to risks and uncertainties. Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections, or expectations prove incorrect, actual results, performance, financial condition, or events may vary materially and adversely from those anticipated, estimated, or expected.


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All forward-looking statements included in this press release are expressly qualified in their entirety by these cautionary statements. The company cautions readers not to place undue reliance on any forward-looking statement that speaks only as of the date made and to recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results, due to the uncertainties and factors described above, as well as others that the company may consider immaterial or does not anticipate at this time. Although the company believes that the expectations reflected in its forward-looking statements are reasonable, the company does not know whether its expectations may prove correct. The company’s expectations reflected in its forward-looking statements can be affected by inaccurate assumptions it might make or by known or unknown uncertainties and factors, including those described above. The risks and uncertainties described above are not exclusive, and further information concerning the company and its business, including factors that potentially could materially affect its financial results or condition or relationships with customers and potential customers, may emerge from time to time. The company assumes no, and it specifically disclaims any, obligation to update, amend, or clarify forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. The company advises investors, however, to consult any further disclosures it makes on related subjects in our periodic reports that it files with or furnishes to the Securities and Exchange Commission.

Contacts:
R1 RCM Inc.
Investor Relations:
Atif Rahim
312-324-5476
investorrelations@r1rcm.com

Media Relations:
Deborah Lacy
650-814-7125
media@r1rcm.com