Option Care Sets Special Meeting to Vote on $32.05/Share CD&R-McKesson Buyout
OPCH sits 74% above its 52-week low of $18.01.
Summary
Option Care filed its definitive proxy for the $32.05-per-share cash buyout by CD&R and McKesson, setting a special meeting to adopt the merger agreement. A $145,963,976 break fee, fully committed financing and a first-half 2027 closing target pending antitrust and state healthcare approvals round out the terms.
Key Events · M&A and Partnerships · OPCH
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Special Meeting Set on $32.05 Cash Buyout
Stockholders will vote on adopting the October 5, 2026 merger agreement with CD&R and McKesson entities at $32.05 per share in cash, along with advisory golden-parachute and adjournment proposals.
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Break Fees Frame Walk-Away Economics
The Company Termination Fee is $145,963,976 (about 3.0% of equity value) and the Parent Termination Fee is $291,927,951 (about 6.0%), each payable only in specified termination scenarios.
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Financing Fully Committed, No Financing Condition
Funding rests on up to $3,150,000,000 of committed debt, $500,000,000 of revolver commitments and $2,873,295,853 of equity commitments from CD&R Fund XII and McKesson.
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Regulatory Approvals Gate the Closing
Closing requires HSR clearance plus state healthcare waiting periods and approvals, including Indiana, Massachusetts, Washington, Oregon and California; the company targets the first half of 2027 against an October 5, 2027 outside date.
Analysis · OPCH · Industrial Applications And Services
Holders now face the definitive proxy for an already-agreed take-private: each share converts into $32.05 in cash, roughly 42% above the $22.64 close on October 2, 2026, the second-to-last trading day before the deal was announced. Why it matters: the vote is the last major company-side hurdle, and the proxy spells out the protections and risks that determine whether holders actually get paid. Walk-away economics are framed by a $145,963,976 break fee (about 3.0% of equity value) and a $291,927,951 reverse fee (about 6.0%). Financing is fully committed—$3.15 billion of debt plus $2,873,295,853 of equity—so there is no financing condition. The main open risk is regulatory: HSR clearance plus state healthcare notices and approvals in Indiana, Massachusetts, Washington, Oregon and California, with closing targeted for the first half of 2027. Notably, the background shows a Party J Consortium indication at $34.00 per share that went unexplored because of the two-week exclusivity granted on September 21, 2026—the strongest argument for anyone weighing appraisal or a no vote.
How filings like this one have moved
In the 30 days to Oct 28, 2026, 38.5% of the 1020 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.49%. 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 $31.27 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $4.7B. The 52-week trading range was $18.01 to $36.80. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.