CD&R and McKesson Corporation Sign Agreement to Acquire Option Care Health (Form 8-K)

CD&R and McKesson Corporation Sign Agreement to Acquire Option Care Health

NEW YORK, IRVING, Texas and BANNOCKBURN, Ill., October 6, 2026 - CD&R, McKesson Corporation (NYSE: MCK) ("McKesson"), and Option Care Health, Inc. (Nasdaq: OPCH) ("Option Care Health") announced today that they have entered into a definitive agreement, under which CD&R and McKesson will acquire Option Care Health, an independent provider of home and alternate site infusion services, for $32.05 per share, reflecting a total enterprise value of approximately $5.8 billion. At the closing of the transaction, CD&R will hold a majority ownership interest, and McKesson will hold a minority ownership interest. Option Care Health will remain a separate company led by its own management team.

"We are pleased to have entered into this agreement, which provides immediate cash value for our stockholders," said Harry Kraemer, Chairman of the Board of Option Care Health. "The Board of Directors completed an extensive assessment, involving thorough discussions with our advisors, and unanimously concluded this transaction maximizes value for our stockholders."

"This transaction represents a great outcome for Option Care Health and our stockholders, and I want to thank our Board of Directors for their rigorous process and diligence," said John C. Rademacher, Chief Executive Officer of Option Care Health. "For more than 45 years, Option Care Health has helped transform the way infusion therapy is delivered, led by our team members' unwavering commitment to providing extraordinary care to patients. We will continue to enhance our platform and deepen our partnerships with hospitals and health systems, physicians, payers, and biopharma manufacturers. We are thrilled to have the support of CD&R and McKesson, empowering us to continue investing strategically and accelerate the pace of our advanced technology deployment to improve clinical outcomes and reduce the total cost of care. Both firms understand our business and the healthcare industry, and have proven track records of fostering growth for some of the largest and fastest-growing healthcare service businesses globally."

"Option Care Health has shown what is possible when high-quality infusion therapy is delivered where patients are most comfortable: at home and in their communities," said CD&R Partner Sarah Kim. "We look forward to supporting Option Care Health's proven management team, together with McKesson and applying CD&R's deep experience in healthcare services to help Option Care Health bring specialized therapies to more patients across the country."

"This investment represents an important opportunity that aligns with McKesson's long-term strategy to expand access and affordability to innovative therapies across the care continuum," said Brian Tyler, Chair and Chief Executive Officer of McKesson. "As these therapies continue to grow in importance and their delivery becomes increasingly complex, McKesson is focused on investing in areas where our capabilities can help improve access and advance care in lower-cost community settings, at or closer to home. Option Care Health's clinical model and national infusion footprint across home and ambulatory sites are well aligned with those priorities, and the company is well positioned for continued growth. As a strategic investor, we look forward to bringing McKesson's experience and expertise in specialty pharmaceuticals to support Option Care Health's strategy of broadening access to complex therapies and enabling care delivery in lower-cost settings, while creating long-term value for stakeholders."

The transaction aligns with McKesson's strategic objectives:

Option Care Health will continue to operate as usual, with the same commitment to its patients, providers, employees, and partners.

Transaction Details, Timing, and Approvals

Under the definitive agreement, CD&R will hold a majority interest of approximately 51% in Option Care Health and McKesson will invest approximately $1.4 billion for a minority interest of approximately 49%. The transaction also establishes a framework for McKesson's future acquisition of CD&R's interest in Option Care Health, subject to specified conditions and regulatory approvals. Following the closing of the transaction, McKesson intends to account for its minority interest in Option Care Health using the equity method of accounting, recording its share of Option Care Health's net income or loss in Other Income, net.

The transaction value represents a premium of approximately 37% to Option Care Health's closing share price on October 5, 2026, the last full trading day of Option Care Health's common stock prior to the transaction announcement.

The transaction is expected to close in the first half of calendar year 2027, subject to customary closing conditions, including approval by Option Care Health's stockholders and the receipt of required regulatory approvals.

Upon completion of the transaction, Option Care Health's common stock will no longer be publicly listed on the Nasdaq Stock Exchange, and Option Care Health will become a privately held company.

Option Care Health Third Quarter 2026 Financial Results and 2026 Guidance

Option Care Health expects to release its financial results for the third quarter ended September 30, 2026, on November 4, 2026. Given the transaction announcement, Option Care Health will not host a live conference call in conjunction with its third quarter earnings release and is also withdrawing its previously disclosed financial guidance.

Advisors

Centerview Partners LLC is serving as financial advisor, Kirkland & Ellis LLP is serving as legal advisor, and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Option Care Health. Bank of America, Barclays Bank PLC, Goldman Sachs & Co. LLC, Jefferies and Wells Fargo Bank, N.A. are acting as financial advisors and providing committed financing to the consortium. Debevoise & Plimpton LLP is serving as legal advisor to CD&R. Davis Polk & Wardwell LLP and Reed Smith LLP are serving as McKesson's legal advisors.

About Option Care Health

Option Care Health is the nation's largest independent provider of home and alternate site infusion services. With over 8,000 team members including more than 5,000 clinicians, we work compassionately to elevate standards of care for patients with acute and chronic conditions in all 50 states. Through our clinical leadership, expertise and national scale, Option Care Health is reimagining the infusion care experience for patients, customers and team members. To learn more, please visit our website at optioncarehealth.com.

About CD&R

Founded in 1978, CD&R is a leading private investment firm with a strategy of generating strong investment returns by building more robust and sustainable businesses through the combination of skilled investment experience and deep operating capabilities. In partnership with the management teams of its portfolio companies, CD&R takes a long-term view of value creation and emphasizes positive stewardship and impact. The firm invests in businesses that span a broad range of industries, including industrial, healthcare, consumer, technology and financial services end markets. CD&R is privately owned by its partners and has offices in New York and London. For more information, please visit www.cdr.com and follow the firm's activities through LinkedIn.

About McKesson Corporation

McKesson Corporation is a diversified healthcare services leader dedicated to advancing health outcomes for patients everywhere. Our teams partner with biopharma companies, care providers, pharmacies, manufacturers, governments, and others to deliver insights, products and services to help make quality care more accessible and affordable. Learn more about how McKesson is impacting virtually every aspect of healthcare at McKesson.com and read Stories & Insights.

We routinely use our website, investor.mckesson.com, to post information that may be material to investors, such as business developments, earnings, and financial performance, as well as presentation materials and details for upcoming and past events.

Additional Information and Where to Find It

In connection with the proposed acquisition and related transactions (collectively, the "proposed transaction") involving Option Care Health and affiliates of CD&R and McKesson (collectively, the "Investor Group"), Option Care Health will file a preliminary proxy statement with the U.S. Securities and Exchange Commission (the "SEC"). Option Care Health plans to mail a definitive proxy statement (the "Proxy Statement") to Option Care Health's stockholders.

OPTION CARE HEALTH'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors and security holders will be able to obtain a free copy of the Proxy Statement (when available) as well as other documents filed by Option Care Health with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Option Care Health will be available free of charge on Option Care Health's internet website at optioncarehealth.com or by contacting Option Care Health's investor relations department at [email protected].