~Debt Financing Extends Maturity Profile Further~
DELRAY BEACH, Florida., August 15, 2022 /PRNewswire/ — UpHealth, Inc. (“UpHealth” or the “Company”) (NYSE: UPH), a global digital health company providing technology platforms, infrastructure and services to modernize care delivery and management healthcare, today announced the sale of $67.5 million as aggregate principal amount of a new series of floating rate convertible senior secured notes December 15, 2025 (the “2025 Bonds”) in the context of a private placement transaction, raising approximately $22.5 million in gross proceeds in cash after payment of a redemption of $45.0 million of its 6.25% convertible senior bonds due 2026. The 2025 bonds are convertible into ordinary shares of UpHealth at a conversion price of $1.75 per share, representing a 101% premium to the most recent closing price of UpHealth common stock.
The 2025 Notes will be senior secured obligations of UpHealth and will bear interest at a rate equal to the Secured Overnight Funding Rate (“SOFR”) plus 9.0% per annum, with a minimum rate of 10, 5% per year, payable quarterly in arrears. . The 2025 Bonds will mature on December 15, 2025, unless they have been previously redeemed, redeemed or converted. Holders will have the right to convert their 2025 Bonds at any time. UpHealth will settle equity-only conversions of its common stock, except for cash payments in lieu of fractional shares.
“We are delighted to announce this landmark transaction. It is important to note that the proceeds of this offering will be used to pay off outstanding Seller Notes that mature on September 1, 2022as well as providing us with the necessary liquidity to execute our growth plans,” commented Martin Beck, Chief Financial Officer of UpHealth. “This transaction gives us more than three years until any significant debt reaches maturity, while maintaining the company’s full leverage.”
The 2025 Notes were offered pursuant to a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and, together with the common shares underlying the 2025 Notes, have not been registered under securities law or applicable state securities laws. Accordingly, the 2025 Notes and the underlying Common Shares may not be offered, sold, pledged or otherwise transferred except to a Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act) pursuant to an effective securities law registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Oppenheimer & Co Inc. served as the exclusive placement agent for the 2025 Notes.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. prior to registration or qualification. under the securities laws of such state or territory.
About UpHealth, Inc.
UpHealth is a global digital health company that provides digital technology, infrastructure and services to dramatically improve healthcare delivery and management. The UpHealth platform creates digital “communities of care” that improve access and achieve better patient outcomes at lower cost, through digital health solutions and interoperability tools that serve patients wherever they are , in their mother tongue. UpHealth’s customers include global governments, health plans, healthcare providers and community organizations. For more information, please visit https://uphealthinc.com and follow us at @UpHealthInc on Twitter and UpHealth Inc on LinkedIn.
This press release contains forward-looking statements within the meaning of the United States federal securities laws. These forward-looking statements include, but are not limited to, statements regarding payments under the terms of UpHealth’s debt obligations and the conversion or maturity of such debt. All statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statement that refers to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, is a forward-looking statement. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “could”, “plan”, ” possible”, “potential”, “predict”, “project”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of such words does not mean that a statement is not prospective. The forward-looking statements contained in this press release are based on certain assumptions and analyzes made by UpHealth’s management in light of their respective experience and perception of historical trends, current conditions and expected future developments and their effects. potential on UpHealth. than other factors they deem appropriate in the circumstances. There can be no assurance that future developments affecting UpHealth will be as anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that could cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements. . , including UpHealth’s ability to pay its debts or otherwise pay its debts, the mix of services used by UpHealth’s customers and the needs of those customers for those services, the market acceptance of new service offerings, UpHealth’s ability to expand what it does for existing customers as well as add new customers, that UpHealth will have sufficient capital to operate as planned, and the impact that the novel coronavirus and the disease, COVID-19, it is causing, as well as government responses to deal with the spread of this disease and the reopening of economies that have been shut down as part of these responses , may have on UpHealth’s operations, demand for UpHealth’s products, global supply chains and general economic activity. Should one or more of these risks or uncertainties materialize, or should any of the assumptions made prove incorrect, actual results may differ materially from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Shannon Devine (MZ North America)
Kelsie Aziz (Ketchoum)
Vice President, Financial Communications
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