As previously announced in the Current Report on Form 8-K filed by UpHealth, Inc. (the “Company”) with the Securities and Exchange Commission on May 11, 2023, on May 11, 2023, the Company completed the sale of 100% of the outstanding capital stock of Innovations Group, Inc., a Utah corporation (“IGI” and, together with each of IGI’s wholly-owned subsidiaries, the “Group Companies”) and a wholly-owned subsidiary of UpHealth Holdings, Inc., a Delaware corporation (“UpHealth Holdings”) and a wholly-owned subsidiary of the Company, to Belmar MidCo, Inc., a Delaware corporation (“Belmar”) and a wholly-owned subsidiary of Belmar Holdings, Inc., a Delaware corporation, a portfolio company of Webster Capital IV, L.P., a Delaware limited partnership, pursuant to a stock purchase agreement (the “Stock Purchase Agreement”), dated February 26, 2023, by and among the Company, UpHealth Holdings, IGI and Belmar (the sale of the capital stock of IGI contemplated by the Stock Purchase Agreement, the “Transaction”).
In connection with and following the closing of the Transaction, on June 9, 2023, the Company commenced an offer, in accordance with the terms and conditions set forth in the Company’s indenture, dated August 18, 2022, with Wilmington Trust, National Association, a national banking association, in its capacity as trustee and collateral agent thereunder, entered into in respect of the Notes (as defined below), as supplemented from time to time (the “Indenture”), to purchase up to $10,273,000 (representing 20% of the net proceeds from the sale of the Group Companies subject to adjustment to maintain the authorized denominations of the Notes) in aggregate principal amount of the Company’s outstanding Variable Rate Convertible Senior Secured Notes due 2025 (the “Notes”) for cash, at a repurchase price per Note equal to 100% of the principal amount thereof, plus accrued and unpaid interest (if any), from the holders of the Notes (the “Offer”). The Offer expired at 5:00 p.m., Eastern Standard Time, on June 14, 2023.
On June 15, 2023, the Company completed the repurchase of $10,273,000 in aggregate principal amount of the Notes, which were validly tendered and accepted for repurchase by the Company in accordance with the terms and conditions of the Offer (the “Note Repurchase”), representing 15.22% of the outstanding principal amount of the Notes before the Note Repurchase. Following the completion of the Note Repurchase, there is $57,227,000 in aggregate principal amount of Notes outstanding.
