GTCR to Acquire Cloudbreak Health

Leading video-focused language interpretation service provider to become independent company

CHICAGO, Nov. 16, 2023 /PRNewswire/ — GTCR, a leading private equity firm, announced today that it has signed a definitive agreement to acquire Cloudbreak Health, LLC (“Cloudbreak” or “the Company”), a leading provider of tech-enabled, healthcare-focused language interpretation services, in a corporate carve-out transaction from UpHealth, Inc. (“UpHealth”, NYSE: UPH). Under the terms of the agreement, the purchase price is $180 million, and the transaction is expected to close in the first quarter of 2024 following the receipt of customary regulatory and stockholder approvals and closing conditions.

Headquartered in Columbus, OH, Cloudbreak is a leading video-focused language interpretation service provider that helps patients with limited English proficiency communicate with caregivers in healthcare settings. The Company’s core offering is Martti™ (My Accessible Real-Time Trusted Interpreter), a HIPAA-compliant Video Remote Interpretation (“VRI”) solution that connects patients with interpreters in over 250 languages across its network of more than 1,000 interpreters. Cloudbreak serves clinicians and patients across all types of healthcare settings, including hospitals, urgent care centers, standalone clinics and medical practices and helps improve health equity across an underserved U.S. patient population.

The transaction will strengthen Cloudbreak’s leading position as a high-quality provider of interpretive telehealth services in a growing end-market. GTCR expects to make substantial investments in the business to enhance the Company’s go-to-market strategy, drive operational efficiencies and invest in its tech-enabled offerings to accelerate organic growth. GTCR has substantial experience in the healthcare technology segment in which Cloudbreak operates. The firm also has a long history of pursuing and completing complex corporate carve-outs.

“We see tremendous opportunity to leverage our firm’s long history in the health and technology sectors to advance Cloudbreak, investing in its technology and continuing to enhance its product offering to meet evolving clinician and patient needs,” said Mark Anderson, Managing Director and Head of Technology, Media & Telecommunications at GTCR. “Cloudbreak has established itself as a leader in the healthcare interpretation end-market and is well positioned to increase its service to customers and the limited English proficiency community. We look forward to partnering with the Cloudbreak team and think the Company will benefit as a standalone provider of these critical services.”

“We are excited to partner with Cloudbreak and its talented team to drive this market leading business forward,” added Geoffrey Tresley, Principal at GTCR. “Cloudbreak delivers a strong value proposition to its healthcare clients, improving quality of care and patient satisfaction.”

“GTCR brings a wealth of experience in healthcare technology and a deep understanding of Cloudbreak’s potential. We look forward to partnering with the team to fulfill our mission of providing equitable healthcare access to limited English proficiency and deaf and hard-of-hearing populations now as an independent company,” said Andy Panos, Co-Founder and President of Cloudbreak.

Monroe and Barings are providing debt financing support for the transaction. Kirkland & Ellis LLP provided legal counsel.

About GTCR

Founded in 1980, GTCR is a leading private equity firm that pioneered The Leaders Strategy™ – finding and partnering with management leaders in core domains to identify, acquire and build market-leading companies through organic growth and strategic acquisitions. GTCR is focused on investing in transformative growth in companies in the Business & Consumer Services, Financial Services & Technology, Healthcare and Technology, Media & Telecommunications sectors. Since its inception, GTCR has invested more than $25 billion in over 270 companies, and the firm currently manages more than $35 billion in equity capital. GTCR is based in Chicago with offices in New York and West Palm Beach. For more information, please visit www.gtcr.com. Follow us on LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding obtaining customary regulatory and stockholder approval, the closing, including its timing, of the sale of Cloudbreak, the use of proceeds of the sale, the projected operation and financial performance of UpHealth and its various subsidiaries, including following the sale of Cloudbreak, its product offerings and developments and reception of its product by customers, and UpHealth’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future revenue and the business plans of UpHealth’s management team. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on certain assumptions and analyses made by the management of UpHealth considering their respective experience and perception of historical trends, current conditions, and expected future developments and their potential effects on UpHealth as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting UpHealth will be those 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 may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the closing conditions for the sale of Cloudbreak not being satisfied, the ability of the parties to close the sale on the expected closing date or at all, the ability of UpHealth to service or otherwise pay its debt obligations, including to holders of UpHealth’s convertible notes in the event the closing does not occur, the mix of services utilized by UpHealth’s customers and such customers’ needs for these services, market acceptance of new service offerings, the ability of UpHealth to expand what it does for existing customers as well as to add new customers, uncertainty with respect to how the ICA or the Indian courts shall decide various matters that are before them or that the Glocal Board will act in compliance with their fiduciary duties to their shareholders, that UpHealth will have sufficient capital to operate as anticipated, and the impact that the novel coronavirus and the illness, COVID-19, that it causes, as well as government responses to deal with the spread of this illness and the reopening of economies that have been closed as part of these responses, may have on UpHealth’s operations, the demand for UpHealth’s products, global supply chains and economic activity in general. Should one or more of these risks or uncertainties materialize or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. UpHealth undertakes no obligation to update or revise any forward-looking statements, whether because of new information, future events, or otherwise, except as may be required under applicable securities laws.

GTCR Media Contact

Andrew Johnson

212.835.7042

andrew.johnson@gtcr.com

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SOURCE GTCR