Delaware Court Complaint Filed by Revenue Masters Founders Seeks Transparency Over EPFS Sale

Legal Action in Delaware

The founders of Revenue Masters, a healthcare revenue-cycle technology firm, have initiated a verified complaint in the Delaware Court of Chancery. The legal action aims to gain access to essential records and books from Elevate RCM Holdings LLC after reports surfaced regarding the sale of Elevate's operating subsidiary, Elevate Patient Financial Solutions (EPFS), for over $1 billion. This sale has captured significant media attention, particularly following Axios's report detailing the buyers as Audax Private Equity and Parthenon Capital, who acquired EPFS amid a wave of consolidation in the healthcare revenue-cycle management sector.

Background of Revenue Masters and EPFS

EPFS, which was previously named MedData, has seen substantial growth through various acquisitions over time, including significant entities like Professional Medical Systems and NYX Eligibility Services. This expansion has undoubtedly shaped EPFS’s valuation, contributing to the impressive price tag of the recent sale.

The lawsuit detailed that the Revenue Masters founders sold their company to EPFS back in 2023 and opted to receive part of their compensation in the form of Elevate membership units. However, following the reported sale of EPFS, the founders allege they received a wire payment on July 31, 2025, but were left in the dark without any explanation or documentation regarding the valuation of their equity or the calculation of their distribution.

Rick Bengson, one of the co-founders, expressed deep frustration over the situation, stating, "After years of pouring our blood, sweat, and ingenuity into building Revenue Masters, we are demanding the full transparency we deserve on how our equity was valued and distributed in this reported billion-dollar sale." His comments underscore a growing concern about the lack of communication from Elevate, who has not provided specific details about the transaction or the distribution payout that the founders received.

Details of the Complaint

The lawsuit explicitly states that despite numerous requests for pertinent information typically provided during major liquidity events, Elevate failed to disclose critical data such as the total purchase price, transaction structure, or any escrow or holdback amounts associated with the deal. This lack of transparency raises red flags, leading the founders to question Elevate's intentions. They received only a single PDF document labeled as a "waterfall summary" after the payment, a document that a forensic accounting firm later determined was nearly impossible to interpret without additional internal records and financial data.

The legal action seeks to invoke 6 Del. C. § 18‑305, legislation that outlines a Delaware limited liability company's members' rights to access company records for justified purposes. The founders are adamant that access to these records is necessary to assess whether the July distribution was appropriately calculated and whether Elevate honored its obligations to its equity members amid the transaction.

Current Status and Next Steps

The case, officially titled In re Elevate RCM Holdings LLC, Case No. 2025‑1347, was filed in the Delaware Court of Chancery, but as of now, Elevate RCM Holdings has not released any public comments regarding these serious allegations. Given the stakes involved—both for the former founders of Revenue Masters and for investors—this legal situation could have lasting implications in the healthcare technology field. As the situation unfolds, stakeholders and market observers will be closely watching how this legal pursuit impacts both companies involved and the broader landscape of equity management in healthcare technology.

In a climate where transparency is crucial, especially in the healthcare sector, the outcome of this lawsuit could set important precedents about the obligations companies have toward their investors and stakeholders. As legal proceedings progress, it remains to be seen how Elevate will respond to these claims and whether the founders will finally receive the clarity and transparency they are demanding.