Option Care Health has agreed to be taken private at $32.05 a share in cash, valuing the United States home infusion provider at about $5.8 billion. Clayton, Dubilier & Rice will hold roughly 51% and McKesson about 49%, with a framework for McKesson to buy the rest later. Closing is expected in the first half of 2027.
The Terms of the Option Care Health Deal
The merger agreement is dated 5 October 2026 and was announced the following morning. The figures below come from the companies’ joint announcement filed with the Securities and Exchange Commission.
| Term | Detail |
|---|---|
| Price per share | $32.05 in cash |
| Total enterprise value | About $5.8 billion |
| Premium | About 37% to the closing price on 5 October 2026, the last full trading day before the announcement |
| CD&R stake at closing | About 51% |
| McKesson stake at closing | About 49%, for roughly $1.4 billion |
| Expected close | First half of calendar 2027 |
| Listing | Shares cease trading on Nasdaq at closing |
Shares rose by about a third on 6 October 2026, the day of the announcement, with accounts of the move ranging from 33% to 34%. That is a one-day reading on the announcement, not a current price.
Why McKesson Starts at 49% Instead of Buying Outright
This is a two-step deal, and the second step has no date. The agreement sets up what the companies call a framework for McKesson’s future acquisition of CD&R’s interest, subject to specified conditions and regulatory approvals. Neither company has published the price or the timing of that step.
The split has an immediate accounting consequence. McKesson said it intends to account for its minority interest using the equity method, recording its share of Option Care Health’s net income or loss in other income. In plain terms, Option Care Health’s revenue will not appear on McKesson’s top line while the stake stays at 49%, and only a share of the profit or loss will reach its accounts.
McKesson, one of the three largest drug wholesalers in the United States alongside Cencora and Cardinal Health, framed the move strategically. Chair and chief executive Brian Tyler said the investment “represents an important opportunity that aligns with McKesson’s long-term strategy”, and the company has tied it to supporting complex specialty, rare and orphan therapies in ambulatory and home settings. Neither company has said whether the staged structure was chosen to limit regulatory review, and no filing reviewed here addresses that question.
What Has to Happen Before the Deal Closes
Four separate conditions stand between the agreement and completion.
- Stockholder approval: a majority of Option Care Health’s outstanding voting shares must vote in favour.
- Hart-Scott-Rodino: the waiting period under the United States antitrust pre-merger notification law must expire or be terminated.
- Healthcare regulatory waiting periods: specified federal healthcare filings carry their own waiting periods, which must also run out.
- State healthcare approvals: certain states must approve the change of control separately.
Closing is not conditioned on the buyers obtaining financing. Equity commitment letters from Clayton, Dubilier & Rice Fund XII and McKesson total about $2.87 billion, with debt financing of up to $3.15 billion and revolving credit commitments of up to $500 million, according to readings of the merger agreement reported by Traders Agency and others. The outside date for completion is reported as 5 October 2027, a figure drawn from the agreement rather than from the press release.
The Break Fees Run Two Ways, and Not Evenly
The agreement attaches a cost to walking away, and the buyers carry twice the exposure the target does.
| Who pays | Amount | Main trigger |
|---|---|---|
| Option Care Health | About $146 million ($145,963,976) | The board changes its recommendation, or the company accepts a superior proposal |
| The buyers | About $292 million ($291,927,951) | The buyers breach the agreement or fail to close when required; payable within three business days of termination |
A smaller company fee also applies in narrower circumstances, including a failed stockholder vote where a rival proposal had been made public and a transaction follows within twelve months. The agreement includes a no-shop provision with a fiduciary out, meaning Option Care Health cannot solicit other bidders but its board may still consider an unsolicited offer it judges superior.
How the Price Compares With Home-Care Peers
Matt Larew of William Blair put the implied valuation at roughly ten times Option Care Health’s consensus 2027 adjusted earnings before interest, tax, depreciation and amortisation, against a range of twelve to twenty-one times for scaled home-care peers. On that reading the price is low for the seller and attractive for the buyers, which is his assessment rather than a settled fact.
Larew attributed the weakness in the share price that preceded the bid to execution problems inside the company and a prolonged overhang relating to the drug Stelara, which he said had damaged management’s credibility with investors. For comparison, the Baldwin Group take-private agreed in September 2026 at $32.50 a share carried a premium of only 9.6% over the prior close, against 37% here.
What Changes for Staff, Patients and Nasdaq Investors
Option Care Health describes itself as the largest independent provider of home and alternate site infusion services in the United States, with more than 8,000 team members including over 5,000 clinicians, serving patients with acute and chronic conditions in all 50 states. Home infusion is the delivery of medicines intravenously outside a hospital, usually in a patient’s home or an outpatient suite.
The companies said Option Care Health will remain a separate company led by its own management team. Chairman Harry Kraemer said the agreement “provides immediate cash value for our stockholders”, and chief executive John C. Rademacher called it “a great outcome for Option Care Health and our stockholders”. Neither company has announced changes to staffing, sites or patient services.
For shareholders, the practical change is that the stock leaves Nasdaq at closing and the holding converts to cash at $32.05 a share. The company’s proxy materials, filed with the SEC, are where the vote arrangements and the board’s reasoning will be set out.
What the Deal Leaves Open
Several questions have no answer in the filings. The timing and price of McKesson’s eventual purchase of CD&R’s stake are undefined. No regulator has opened a publicly confirmed review, and the agreement’s conditions do not themselves indicate one will be contested.
The wider question is consolidation. Lawmakers, policy analysts and some industry executives have begun scrutinising the three large drug wholesalers over pricing transparency and market power, in terms that echo earlier criticism of pharmacy benefit managers. Navitus Health Solutions said continued integration within the drug supply chain underscores the need for transparency up and down the supply chain. That is commentary on the sector, not a finding about this transaction. The Emera and Canadian Utilities merger announced a day later shows how long multi-jurisdiction approval timetables can run.
Frequently Asked Questions
How Much Are Option Care Health Shareholders Being Paid?
$32.05 a share in cash, which values Option Care Health at an enterprise value of about $5.8 billion. That is approximately 37% above the closing price on 5 October 2026, the last full trading day before the announcement.
Who Is Buying Option Care Health?
Clayton, Dubilier & Rice, a private equity firm, will hold about 51%, and McKesson Corporation, a United States drug wholesaler, will invest roughly $1.4 billion for about 49%. The agreement also sets a framework for McKesson to acquire CD&R’s interest at a later date.
When Will the Option Care Health Deal Close?
The companies expect completion in the first half of calendar 2027. It requires a majority stockholder vote, expiry of the Hart-Scott-Rodino antitrust waiting period, expiry of specified healthcare regulatory waiting periods, and certain state healthcare approvals.
Will Option Care Health Keep Trading on Nasdaq?
No. The companies said that at closing the shares will no longer trade on Nasdaq and Option Care Health will be privately held. Until then the stock continues to trade.
What Happens to Option Care Health’s Staff and Patients?
The companies said Option Care Health will remain a separate company led by its existing management team. As of 8 October 2026 neither buyer has announced changes to its more than 8,000 staff, its clinicians or its services across the 50 United States.
