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CORRESP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

500 BOYLSTON STREET

BOSTON, MASSACHUSETTS 02116

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October 1, 2024

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United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Merger & Acquisitions

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Shane Callaghan, Esq.,

 Daniel Duchovny, Esq.

RE:
 R1 RCM Inc.

Schedule 13E-3 filed September 3, 2024

File No. 005-93697

Preliminary Proxy Statement on Schedule 14A filed August 30, 2024

File No. 001-41428

Dear Messrs. Callaghan and Duchovny:

 We
represent the Special Committee of the Board of Directors of R1 RCM Inc. (the “Company”). We are writing on behalf of the Company in response to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) set forth in the letter from the Division of Corporation Finance, Office of Mergers & Acquisitions, dated September 25, 2024 (the “Comment Letter”) with respect to the
above-referenced preliminary proxy statement on Schedule 14A (the “Preliminary Proxy”) and Schedule 13E-3 (the “Schedule 13E-3”), filed
with the Commission on August 30, 2024 and September 3, 2024, respectively. This letter is being filed with the Commission electronically via the EDGAR system today.

In connection with the submission of this letter, the Company is filing Amendment No. 1 to the Preliminary Proxy (the “Amended
Preliminary Proxy”), and the Filing Persons (as defined in the Schedule 13E-3) are filing Amendment No. 1 to the Schedule 13E-3 (the “Amended
Schedule 13E-3”). The Amended Preliminary Proxy and the Amended Schedule 13E-3 reflect revisions made in response to the comments of the Staff and the
updating of other information.

 Securities and Exchange Commission

October 1, 2024

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 Set forth below is our response to the Staff’s comments as set forth in the Comment
Letter. Please note that any reference to page numbers in our responses refer to the page numbers of the Amended Preliminary Proxy and the Amended Schedule 13E-3, as applicable. Capitalized terms used but not
defined herein have the meanings ascribed to such terms in the Amended Preliminary Proxy and the Amended Schedule 13E-3, as applicable.

Preliminary Proxy Statement on Schedule 14A and Schedule 13E-3, filed on August 30, 2024 and
September 3, 2024, respectively

 General

1.
 It appears that Mr. Joseph Flanagan is an affiliate of the Company and engaged in the Rule 13e-3 transaction. Please include Mr. Flanagan as a filing person in the Transaction Statement and provide all disclosure required from him as a filing person as a result of this comment.

 Response: The Company respectfully acknowledges the Staff’s comment and submits that Mr. Flanagan is not a filing
person for purposes of the Schedule 13E-3 because he does not control the Company or any of the Buyer Filing Parties within the scope of Rule 13e-3 and is not
“engaged” in the transaction as contemplated by Rule 13e-3.

 The Staff has set forth a two-prong test to determine filing person status under Rule 13e-3: (a) whether an entity or a person is an “affiliate” of the issuer within the scope of Rule 13e-3; and (b) whether such affiliate should be deemed to be engaged, directly or indirectly, in the going-private transaction.

Mr. Flanagan is not an “affiliate” of the Company or the Buyer Filing Parties within the scope of Rule 13e-3 because he does not exercise control over any of these entities.

 Rule 13e-3(a)(1) defines an “affiliate” of an issuer as a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such issuer. Rule 12b-2 under the Exchange Act defines “control” to mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract or otherwise.

 Mr. Flanagan is one of 17 members of the Company’s board of directors
(the “Board”). Notably, Mr. Flanagan does not serve on the Board as the designee or representative of either of the Company’s two significant stockholders, TA and New Mountain, which collectively own approximately two-thirds of the outstanding Common Stock of the Company and have the right to nominate approximately two-thirds of the members of the Board. From January 1, 2023 to and
including the date the transaction was approved by the Board, Mr. Flanagan was not an executive

 Securities and Exchange Commission

October 1, 2024

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officer of, and had no decision-making authority relating to, the Company (and had no decision-making authority with respect to the Merger) other than the right to vote on matters submitted to
the Board. Further, as discussed in greater detail below, Mr. Flanagan’s equity ownership of the Company is very limited (approximately 1% of the Company’s outstanding equity). As such, Mr. Flanagan cannot be said to exercise
control over the Company as required under Rule 13e-3(a)(1).

 Similarly, Mr. Flanagan has
never been an officer or employee or served on any board or committee of any of the Buyer Filing Parties, including any committee or board responsible for negotiating, authorizing and approving the terms and conditions of the Merger on behalf of TA-CD&R. Following the execution of the Merger Agreement, Mr. Flanagan began serving as a consultant to TA-CD&R to assist with transition and post-closing
planning. In this role, he is acting as an independent contractor and has no executive or decision-making authority for the Company, the Buyer Filing Parties or TA-CD&R. The fact that Mr. Flanagan
entered into an offer letter regarding the position of CEO following the transaction does not alter this analysis. In Exchange Act Release No. 34-16075, the SEC has clearly stated its view that “for
the purpose of [transactions subject to Rule 13e-3], the Commission would not view a person as an affiliate of the purchaser solely because such person enters into or agrees to enter into a reasonable and
customary employment agreement or is elected or there is an agreement to elect such person as an executive officer or director of the purchaser.” In addition, Mr. Flanagan will serve as a future member of the GP Board and as a member of
the board of directors of the Surviving Corporation solely as a result of his position as the future CEO of the Surviving Corporation.

Because Mr. Flanagan cannot be said to control either the Company or any of the Buyer Filing Parties, he should not be deemed an
affiliate of the Company within the scope of Rule 13e-3.

 Mr. Flanagan is not
“engaged in” the transaction in his personal capacity.

 Whether an affiliate of an issuer should be deemed to be
“engaged in” the transaction is dependent on the facts and circumstances of the transaction. See Compliance and Disclosure Interpretations (Going Private Transactions, Exchange Act Rule 13e-3 and
Schedule 13E-3) Section 201.05. Even though the Staff has published guidance regarding the determination of when a member of senior management of an issuer is “engaged in” a going-private
transaction, we are unaware of specific guidance with respect to this determination that is applicable to a person, such as Mr. Flanagan, who serves solely as director of an issuer and has no role or authority as a member of senior management.
As such, the below factors were considered in concluding that Mr. Flanagan is not personally “engaged in” the transaction as contemplated by Rule 13e-3.

 Securities and Exchange Commission

October 1, 2024

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 No Involvement in the Negotiation of the Merger Agreement

With respect to his involvement in the process leading up to the signing of the Merger Agreement, Mr. Flanagan operated at all times
subject to the authority of the Special Committee. In this regard, he (i) participated, at the request of the Special Committee, with management and the Special Committee’s financial advisors in the review of the April 5 Projections
and two related meetings of the Special Committee, (ii) assisted, with the knowledge of the Special Committee, both TA-CD&R and New Mountain in their respective due diligence investigations of the
Company and (iii) engaged, with the knowledge of the Special Committee, in discussions with representatives of both TA-CD&R and New Mountain with respect to a potential leadership role in the Company
following a transaction.

 Mr. Flanagan did not, nor did he have the authority on behalf of either side of the transaction to, engage
in any discussions or negotiations relating to the terms or conditions of the transaction. As noted on page 43 of the Preliminary Proxy, Mr. Flanagan expressly declined the invitation of TA to act as a
co-bidder and participate in such discussions and negotiations. Indeed, Mr. Flanagan learned of the proposed terms and conditions of the Merger Agreement (and the terms and conditions of the various bids
submitted by each of New Mountain and TA-CD&R) solely in his capacity as a member of the Board and only after the approval of the terms and conditions of the Merger Agreement by the Special Committee.

Neutral Approach to Both TA-CD&R and New Mountain Bids

The fact that Mr. Flanagan engaged in discussions with both TA-CD&R and New Mountain regarding
his role with the Company following a transaction is further evidence that Mr. Flanagan was not personally “engaged in” the transaction on behalf of TA-CD&R. As disclosed at multiple points
in the Preliminary Proxy (see pages 43, 46, 48 and 49), Mr. Flanagan stated that he would be open to both supporting a transaction with either TA-CD&R or New Mountain and serving in a leadership role
at the Company if the Company were to enter into a transaction with either bidder. Given Mr. Flanagan’s neutrality as between the bidders, he should not be considered as “engaged in” the transaction on behalf of either bidder.

 Securities and Exchange Commission

October 1, 2024

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 No Material Equity Ownership

Further, as disclosed on page 20 of the Preliminary Proxy, Mr. Flanagan presently owns approximately 1% of the outstanding Common Stock of
the Company. Upon the closing of the Merger, Mr. Flanagan, in his capacity as the newly appointed CEO of the Surviving Corporation, will have the right to acquire approximately 3% of the outstanding equity of the Surviving Corporation, with
approximately 1% percent of the equity of the Surviving Corporation vesting immediately and the balance vesting based on various time and performance conditions. Mr. Flanagan’s failure to own a material amount of either the pre- or post-transaction equity of the Company is another indication that Mr. Flanagan is not “engaged in” the transaction in his individual capacity.

The Company also notes that given Mr. Flanagan’s position as a member of the Board, disclosure regarding his security ownership in
the Company, individual interests in the transaction, and material transactions with the Company and the Buyer Parties is already fully disclosed in the Schedule 13E-3 currently on file with the Commission,
because Instruction C to Schedule 13E-3 provides for the disclosure of virtually identical information for both directors and filing persons.

Based on the above facts and circumstances, the Company submits that Mr. Flanagan should not be deemed a “filing person” for
purposes of the Schedule 13E-3.

2.
 Please provide us your detailed legal analysis as to why CD&R is not included as a filing person in the
Transaction Statement.

 Response: The Company respectfully acknowledges the Staff’s comment. In response to the
Staff’s comment, we respectfully advise the Staff that neither CD&R nor any of its affiliates (collectively, “CD&R”) are required to be a filing person in the Transaction Statement, as none are affiliates of the Company
for purposes of Rule 13e-3. As noted above, Rule 13e-3(a)(1) defines an “affiliate” of the issuer, in this case the Company, as a person who directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such issuer. Rule 12b-2 under the Exchange Act defines “control” to mean the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. Here, CD&R does not directly or indirectly, through one
or more intermediaries or otherwise, control the Company and is not, directly or indirectly, through one or more intermediaries or otherwise, controlled by or under common control with the Company. Specifically, CD&R does not (i) hold any
equity interests in the Company, (ii) have material relationships with the Company, (iii) have the right to representation on the Board or (iv) possess any direct or indirect power to cause the direction of the management and policies
of the Company. Instead, CD&R negotiated and entered into an equity commitment letter and a limited payment guarantee and has agreed to participate with certain existing investors in the Company in the proposed acquisition.

 Securities and Exchange Commission

October 1, 2024

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 Given CD&R’s commitment to participate in the Transactions and provide equity
financing to Parent to fund a portion of the Merger Consideration, to protect its interest in the proposed transaction, CD&R negotiated written consent rights over certain actions by Parent or Merger Sub prior to the consummation of the proposed
transaction, which consent rights are set forth in the Interim Investors Agreement included as Exhibit (d)(viii) of the Amended Schedule 13E-3. The Interim Investors Agreement sets forth certain terms and
conditions governing the relationship among the parties thereto, which do not include the Company or any of its subsidiaries, prior to the Closing. It provides for, among other things and subject to certain limitations or exceptions therein,
(i) the unanimous consent of the parties thereto to cause any action of Parent and Merger Sub, (ii) each party to use its reasonable best efforts to cooperate and cause to be take all action necessary or advisable to consummate and make
effective the proposed acquisition, (iii) each party thereto to negotiate in good faith to enter into certain governance arrangements regarding Holdings GP including agreements ancillary thereto, (iv) the allocation of certain fees and
expenses incurred by the parties thereto in connection with the Merger Agreement and the transactions contemplated thereby, (v) certain obligations of the parties thereto to negotiate, enter into and borrow under definitive agreements relating
to the Debt Financing, on the terms set forth in the Debt Commitment Letters and (vi) each party thereto to negotiate in good faith to arrange for the terms of management’s employment, compensation and equity incentives. Neither the
Company nor any of its subsidiaries is a party to the Interim Investors Agreement, and CD&R does not have, as a result of it being a party thereto or otherwise, any ownership interests in or any governance or control rights over the Company or
its subsidiaries.

 Furthermore, CD&R does not own any interests in Parent or Merger Sub, which are wholly owned by affiliates of
TowerBrook.

 CD&R does not contest that it is participating in the proposed acquisition. Rather, CD&R’s position is that it
is not required to be a filing person in the Transaction Statement because nothing in the arrangements described above makes CD&R an affiliate of the Company.

 Securities and Exchange Commission

October 1