UpHealth Completes Sale of Cloudbreak Health at $180 Million Full Cash Deal - Seite 2

TTC Healthcare currently provides its patients with a full continuum of evidence-based mental health and substance use disorder services in four facilities with 159 licensed beds in Florida. The business continues to show strong census growth, with an attractive payor mix, including the U.S. Department of Veterans Affairs.

UpHealth will provide a detailed financial analysis of the financial impacts of the Cloudbreak sale on its balance sheet and income statement in our upcoming Annual Report on Form 10-K, expected to be filed before the end of the month.

Additional Detail on the Proceeds from the Sale

The proceeds of the Cloudbreak sale, after transaction-related fees and expenses, have been deposited into three escrow accounts: a Notes escrow ($139 million), a Tax escrow ($27 million) and a Working Capital escrow ($3 million). Funds in the Notes escrow will be released on approximately June 3, 2024, but no later than June 15, 2024, and will be used to satisfy in full, plus accrued interest, the Company’s 2026 Notes and to repurchase approximately $20 million of the Company’s 2025 Notes, plus accrued interest, leaving approximately $37 million of 2025 Notes outstanding, which will constitute the Company’s entire long term debt. Funds in the Tax escrow will be used to satisfy the Company’s 2024 tax liability and any funds not required for this purpose will be used to repurchase additional 2025 Notes. Funds in the Working Capital escrow will be used to satisfy any obligations of the Company resulting from a difference between Cloudbreak’s targeted and actual working capital as of the closing of the transaction, and any funds not used for this purpose will also be used to repurchase additional 2025 Notes.

About UpHealth, Inc.

UpHealth, Inc. is a leading provider of a full continuum of behavioral health solutions through the utilization of evidence-based treatments and services. Operating through its TTC Healthcare, Inc. subsidiary, UpHealth targets mental health issues and substance use disorders with services provided by psychiatrists, physicians, neurologists, licensed therapists, and clinical social workers. The Company’s levels of care include detox, residential, partial hospitalization programs, intensive outpatient programs, outpatient, and telehealth. UpHealth’s clients include health plans, healthcare providers and community-based organizations. For more information, please visit https://uphealthinc.com.