GTCR LLC entered into a membership interests purchase agreement to acquire Cloudbreak Health, LLC from UpHealth, Inc. (NYSE:UPH) for approximately $180 million on November 16, 2023. Monroe and Barings are providing debt financing support for the transaction. the sell side termination fee is $7.2 million.

Transaction is subject to receipt of customary regulatory and stockholder approvals and closing conditions. As of Jan-24-2024 The board of directors of each of UpHealth, Cloudbreak and Buyer has unanimously approved the Sale and the other transactions and agreements contemplated by the Purchase Agreement. Transaction is expected to close in the first half of 2024.

UpHealth will utilize the proceeds from the sale for payment in full or in part of the Company?s 2026 Unsecured and 2025 Secured Notes, as well as other expenses related to the transaction. Jeffrey C. Selman, John Maselli, Victoria Lee, Sarah Tauman and Michelle Lara of DLA Piper LLP (US) acted as legal advisor to UpHealth Inc. and Daniel A. Guerin, Neil K. Vohra, Ross M. Kwasteniet, Christopher S. Koenig, Rachael G. Coffey, Sanford E. Perl, Michael H. Weed, Aaron H. Lorber, Bernadette Coppola, Robert Goedert, Kevin Frank, Thomas J. Dobleman, Mike Carew and Polina Liberman of Kirkland & Ellis LLP acted as legal advisor to GTCR LLC. Stifel Financial Corp.

(NYSE:SF) and Moelis & Company LLC served as financial advisor to GTCR.