Monitor stockholder vote and regulatory approvals (HSR and state healthcare) as key gating items. The stock is trading near the offer price ($31.29 vs $32.05), suggesting high market expectation of deal completion. Any delay or challenge to regulatory approvals could create a spread-widening opportunity.
Price Chart
Executive Summary
Option Care Health filed a preliminary proxy statement (PREM14A) for a special meeting to approve its acquisition by an investor group led by CD&R (majority owner, ~51%) and McKesson (minority owner, ~49%) for $32.05 per share in cash, representing a total enterprise value of approximately $5.8 billion. The board unanimously recommends the deal, and Centerview Partners LLC issued a fairness opinion. The transaction is expected to close in the first half of 2027, subject to stockholder approval, HSR clearance, and certain state healthcare regulatory approvals.
Key Financial Metrics
Key Facts
- Merger consideration: $32.05 per share in cash, all-cash deal
- Total enterprise value: approximately $5.8 billion
- Premium: approximately 42% above the $22.64 closing price on October 2, 2026 (second-to-last trading day before announcement)
- Acquirer: investor group led by CD&R (~51%) and McKesson (~49%) via Onyx Bidco LLC and Onyx Merger Sub, Inc.
- Board unanimously recommends FOR the merger; Centerview Partners LLC fairness opinion obtained
- Financing: $3.15 billion in committed debt financing and $2.873 billion in equity commitments from CD&R Fund XII and McKesson; no financing condition to closing
- Conditions: stockholder approval (majority of outstanding shares), HSR Act waiting period, certain state healthcare regulatory approvals, no material adverse effect
- Termination fees: Company Termination Fee of $145,963,976 (~3.0% of equity value); Parent Termination Fee of $291,927,951 (~6.0% of equity value)
- Expected closing: first half of 2027; outside date: October 5, 2027
- No pending lawsuits challenging the merger as of the proxy statement date
Financial Impact
All-cash acquisition of Option Care Health for $32.05 per share, total enterprise value approximately $5.8 billion, representing a ~42% premium to the unaffected stock price
Risk Factors
- Stockholder approval required; failure to obtain majority vote could block the deal
- Regulatory approvals under HSR Act and state healthcare laws may be delayed or not obtained
- Potential shareholder litigation could delay or prevent closing
- Financing is committed but subject to customary conditions; no financing condition but debt markets could shift
- Company Termination Fee of ~$146M may deter competing bids but does not preclude a Superior Proposal
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| PREM14A Filing (Primary) | 0001140361-26-041055 |
| Document: ny20084196x1_ex107.htm | 0001140361-26-041055 |
| Document: 0001140361-26-041055-index-headers.html | 0001140361-26-041055 |
| Document: 0001140361-26-041055-index.html | 0001140361-26-041055 |
| Document: 0001140361-26-041055.txt | 0001140361-26-041055 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 28, 2026 4d ago | PREM14A | $31.85 | awaiting T+5 | awaiting T+5 | $31.83 (−0.06%) |
Oct 27, 2026 5d ago | SC 13G/A | $31.29 | awaiting T+5 | awaiting T+5 | $31.83 (+1.73%) |
Oct 6, 2026 26d ago | DEFA14A | $31.01 $31.12 | ▲ +0.35% | ▲ +1.34% | $31.83 (+2.64%) |
Oct 6, 2026 26d ago | DEFA14A | $31.00 $31.10 | ▲ +0.32% | ▲ +0.46% | $31.83 (+2.68%) |
Oct 6, 2026 26d ago | 8-K | $31.00 $31.10 | ▲ +0.32% | ▲ +0.46% | $31.83 (+2.68%) |
Jul 29, 2026 13w ago | 8-K | $23.93 $23.70 | ▼ −0.96% | ▼ −6.49% | $31.83 (+33.01%) |
Jun 4, 2026 21w ago | Press Release | $20.07 $20.78 | ▲ +3.54% | ▲ +6.09% | $31.83 (+58.59%) |
May 12, 2026 24w ago | 8-K | $19.59 $19.69 | ▲ +0.51% | ▲ +0.43% | $31.83 (+62.48%) |
May 4, 2026 25w ago | Insider Cluster | $21.30 $19.59 | ▼ −8.03% | ▼ −10.02% | $31.83 (+49.44%) |
May 4, 2026 25w ago | Insider Cluster | $21.30 $19.59 | ▼ −8.03% | ▼ −10.02% | $31.83 (+49.44%) |
US Market Status
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