Option Care Health Files Full Merger Agreement: $32.05/Share Cash Deal with $146M/$292M Termination Fees
OPCH sits 56% above its 52-week low of $18.01.
Summary
Option Care Health filed the full merger agreement for its $32.05/share acquisition by CD&R and McKesson, revealing termination fees, equity award cash-out terms, and fully committed financing.
Key Events · M&A and Partnerships · OPCH
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Full Merger Agreement Filed
DEFA14A attaches the complete Agreement and Plan of Merger dated October 5, 2026, for the $32.05 per share all-cash acquisition by CD&R and McKesson, valuing the company at approximately $5.8 billion enterprise value.
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Termination Fees Established
Company Termination Fee of $145,963,976 payable if the deal terminates under specified circumstances (board recommendation change, Superior Proposal, or failure to obtain stockholder approval followed by an alternative transaction within 12 months). Parent Termination Fee of $291,927,951 payable if Parent breaches or fails to close.
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Equity Awards Convert to Cash
All outstanding Company Options, RSUs, and PSUs convert to cash at $32.05 per share. Unvested RSUs become contingent cash awards subject to continued vesting. PSUs vest at target performance for unconcluded periods. 2017 Warrants become exercisable for the Per Share Price equivalent.
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Fully Committed Financing
$2,873,295,853 in equity commitments from CD&R Fund XII and McKesson, plus $3.15 billion debt commitment and $500 million revolving credit facility. Closing is not conditioned on financing.
Analysis · OPCH · Industrial Applications And Services
This DEFA14A attaches the complete Agreement and Plan of Merger, revealing material terms not disclosed in the earlier 8-K or press release. The $145.96 million Company Termination Fee and $291.93 million Parent Termination Fee establish the deal's break-up economics. All equity awards — options, RSUs, and PSUs — convert to cash at $32.05 per share, with unvested RSUs converting to contingent cash awards subject to continued vesting. The 2017 Warrants become exercisable for the Per Share Price equivalent. Financing is fully committed: $2.87 billion in equity from CD&R Fund XII and McKesson, plus $3.15 billion in debt and a $500 million revolver. The deal requires stockholder approval, HSR clearance, and state healthcare regulatory approvals, with closing expected in H1 2027. The board unanimously recommends the transaction, and Centerview Partners delivered a fairness opinion.
How filings like this one have moved
In the 30 days to Oct 6, 2026, 42.7% of the 302 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.70%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, OPCH was trading at $28.16 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $3.5B. The 52-week trading range was $18.01 to $36.80. This filing was assessed with positive market sentiment and an importance score of 9 out of 10.