Form 8-K · Current report
Universal Health Services 8-K, filed Aug 17, 2026
- Filed
- CIK
- 0000352915
- Accession no.
- 0001193125-26-354078
Summary
Universal Health Services completed its acquisition of Talkspace on August 17, 2026, with each Talkspace share converting into the right to receive $5.25 in cash and Talkspace becoming an indirect, wholly-owned subsidiary of UHS. UHS financed the purchase price with $400 million borrowed under a delayed draw term loan facility plus additional borrowings under its revolving credit facility, and said the combination creates an end-to-end behavioral health offering spanning virtual, outpatient and inpatient care.
Key points
- UHS borrowed $400 million under a delayed draw term loan facility established under its credit agreement, dated November 15, 2010 and amended through July 2026, with JPMorgan Chase Bank, N.A. as administrative agent.
- Vested Talkspace stock options and restricted stock units were cancelled with holders entitled to transaction proceeds, while unvested awards converted into equivalent UHS Class B common stock awards.
- Talkspace serves people in all 50 states, Washington, D.C. and Puerto Rico through roughly 6,000 licensed providers, with services available to more than 200 million people via insurers, employers, employee assistance programs, schools and government organizations.
- UHS CEO Marc D. Miller said the addition of Talkspace expands access to care, and Talkspace CEO Jon R. Cohen said joining UHS would accelerate making mental healthcare more accessible; the transaction was originally announced March 9, 2026.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
- 8.01Other Events
- 9.01Financial Statements and Exhibits
From the filing
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On August 17, 2026, in connection with its acquisition of Talkspace, Inc., a Delaware corporation (“Talkspace”), Universal Health Services, Inc., a Delaware corporation (the “Company”), borrowed $400 million under a delayed draw term loan facility (the “DDTL Facility”) established pursuant to the Credit Agreement, dated as of November 15, 2010, and as amended and restated at various times from March, 2011 to July, 2026, among the Company, as borrower, the several banks and other financial institutions or entities from time to time parties thereto, as lenders, and…
An excerpt of the text as filed with the SEC, cut for length.
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