Option Care Health to be acquired by CD&R and McKesson for $32.05/share cash in take-private deal

Option Care Health, Inc.

Merger agreement dated Oct 5, 2026: Option Care (OPCH) to merge with Onyx Merger Sub and become wholly owned by Onyx Bidco; acquirers are affiliates of CD&R and McKesson.
Each outstanding share converts into $32.05 cash. Equity commitments total $2,873,295,853 from CD&R Fund XII and McKesson; debt financing includes up to $3.15B term loan and $500M revolver.
Closing conditions: majority stockholder vote, HSR Act clearance, specified healthcare regulatory approvals; outside date Oct 5, 2027. Closing is not conditioned on Parent obtaining financing.
Termination fees: Company pays Parent $145,963,976; Parent pays Company $291,927,951. Enforcement expenses capped at $7.5M for each side.
Board unanimously recommends the deal; no-solicitation covenant has fiduciary out for Superior Proposals subject to match rights and Company Termination Fee.

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