CD&R will control the home-infusion provider at closing and McKesson will put in about $1.4 billion for a 49% stake. The deal carries a reverse termination fee twice the size of Option Care's, and the company has withdrawn its guidance.
Private Markets · FinancialMarkets.com · October 6, 2026 · Tickers: OPCH, MCK, CAH, COR
Option Care Health is going private in a deal that hands a private equity firm control now and gives a drug distributor a route to own it later. Clayton, Dubilier & Rice and McKesson agreed on Tuesday to pay $32.05 a share in cash.
The price is 37% above Option Care's Monday close of $23.37 and puts the company's enterprise value at about $5.8 billion, including debt. At closing, a CD&R-controlled vehicle will hold about 51%. McKesson will invest about $1.4 billion for the remaining 49% and account for the stake under the equity method, so the business will not appear in its consolidated results. The agreement also sets up a framework for McKesson to acquire CD&R's interest in the future, subject to specified conditions and regulatory approvals.
Option Care, which provides infusion therapy at home and at alternate sites outside hospitals, expects the deal to close in the first half of 2027. It needs a majority stockholder vote, antitrust clearance and state healthcare approvals.
The price in context
The 37% premium is measured from a depressed base. Option Care shares closed at $36.59 on Jan. 22, so the offer is about 12% below that level. It is about 19% above the $26.87 close on April 29, the day before the stock fell to $20.33. Before Monday's report of advanced talks, the stock was down more than 27% for the year.
William Blair analyst Matt Larew estimated that the price equals about 10 times consensus 2027 adjusted EBITDA, compared with 12 to 21 times for larger home-care peers. He called the premium "a slight disappointment" and said competing bids might emerge. Leerink's Michael Cherny framed the deal around the "site-of-care shift" as more complex treatments move out of hospitals.
Option Care's chairman, Harry Kraemer, said the agreement "provides immediate cash value for our stockholders."
Deal protections
The merger agreement, signed Monday, is built for certainty. Closing is not conditioned on financing. Equity commitments from CD&R's Fund XII and McKesson total about $2.87 billion, which implies roughly $1.47 billion from CD&R alongside McKesson's $1.4 billion. Banks have committed up to $3.15 billion of debt plus a $500 million revolving credit line.
If the buyers walk away in specified circumstances, they owe a termination fee of about $291.9 million. Option Care's fee, if it accepts a better offer, is about $146.0 million, half as much. The company agreed not to solicit rival bids but kept a fiduciary out and the buyers have matching rights. The outside date is Oct. 5, 2027.
Option Care has withdrawn its financial guidance and will report third-quarter results on Nov. 4 without a conference call.
The market's read
Option Care shares traded between $30.97 and $31.11 all session and stood near $31.10 by early afternoon, up 33%. That leaves a gap of about 3.1% to the offer price, a narrow spread for a deal more than half a year from closing. McKesson rose about 0.7%.
Two views of the price
One view is that holders are getting a full price for a stock that lost about a quarter of its value this year amid what William Blair called execution hurdles, with financing locked in, a reverse fee twice the company's own and a unanimous board.
The other view is that the price is struck near a trough, below where the stock traded nine months ago, at a discount to peer multiples by one analyst's estimate, with guidance withdrawn and a strategic buyer positioned to take full ownership later on terms Option Care's public holders will not share.
Next filings
The preliminary proxy statement will lay out the background of the sale, including whether other bidders were approached and the terms of McKesson's framework with CD&R. Any competing proposal or public objection from a large holder before the vote would test the narrow spread.