CD&R and McKesson Agree to Take Option Care Health Private in $5.8 Billion Deal

Clayton, Dubilier & Rice (CD&R) and McKesson Corporation (NYSE: MCK) have signed a definitive agreement to acquire Option Care Health, Inc. (Nasdaq: OPCH) for $32.05 per share in cash, a transaction the companies valued at an enterprise value of approximately $5.8 billion, according to a CD&R news release and an Option Care Health regulatory filing. The agreement, dated October 5, 2026, is structured between Option Care Health, Onyx Bidco LLC and Onyx Merger Sub, Inc., with the deal announced October 6, 2026.

Deal Structure: CD&R Majority, McKesson Minority

Under the terms disclosed, CD&R will hold a majority interest of approximately 51% in Option Care Health, while McKesson will invest approximately $1.4 billion for a minority stake of roughly 49%, per the CD&R release and the Option Care Health filing. That split is a two-percentage-point gap, or about a 4.1% relative difference between the two stakes, by our calculation ((51 − 49) ÷ 49 × 100 = 4.08%). The companies also said the agreement establishes a framework under which McKesson could acquire CD&R's interest in Option Care Health at a future date, subject to specified conditions and regulatory approvals, though neither party detailed timing or pricing for that potential step.

McKesson intends to account for its minority stake using the equity method, recording its share of Option Care Health's net income or loss in Other Income, net, according to the CD&R release. The companies did not disclose how McKesson plans to fund the $1.4 billion commitment, nor did they address any effect on McKesson's share buybacks, balance-sheet leverage or fiscal-year guidance in the materials reviewed.

Closing Conditions and Financing

Completion is expected in the first half of calendar year 2027, subject to customary closing conditions, according to both the CD&R release and the Option Care Health filing. Those conditions include approval by a majority of Option Care Health's outstanding shares entitled to vote, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and expiration or termination of waiting periods tied to specified healthcare regulatory filings, along with receipt of certain state healthcare regulatory approvals, per the filing. Closing is not conditioned on the buyer group's receipt of financing. The filing states that Parent, Merger Sub and the company agreed to use reasonable best efforts on regulatory approvals generally, with Parent committing to use best efforts specifically on the healthcare-related consents.

Financing commitments described in the filing include equity commitment letters from Clayton, Dubilier & Rice Fund XII, L.P. and McKesson totaling $2,873,295,853, alongside debt financing of up to $3.15 billion and revolving credit commitments of up to $500 million. The outside date for completing the merger is 11:59 p.m. New York City time on October 5, 2027.

Deal Protections: No-Shop With Fiduciary Out

The agreement includes a no-shop provision rather than a go-shop period. From signing, Option Care Health is generally barred from soliciting competing acquisition proposals, sharing non-public information with third parties about such proposals, or entering an alternative acquisition agreement, according to the filing. Before the stockholder vote, however, the board retains a fiduciary out: it may engage with an unsolicited bona fide proposal that could become a superior offer, and may change its recommendation or terminate the agreement to accept a superior proposal, subject to notice and match-right requirements and payment of a company termination fee. The filing references that termination fee without specifying its dollar amount in the materials reviewed.

Statements From the Parties

Option Care Health's board unanimously determined the merger is fair to and in the best interests of the company and its stockholders, and resolved to recommend stockholders adopt the agreement, per the filing. Board Chairman Harry Kraemer said the board completed an extensive assessment involving thorough discussions with its advisors and unanimously concluded the transaction maximizes value for stockholders, according to the CD&R release.

McKesson Chair and CEO Brian Tyler characterized the investment as an important opportunity aligned with the company's long-term strategy to expand access and affordability to innovative therapies across the care continuum, according to the transaction announcement materials. CD&R Partner Sarah Kim said the firm looks forward to supporting Option Care Health's management team alongside McKesson, applying CD&R's healthcare-services experience to help the company reach more patients, per the CD&R release. Option Care Health is described in the release as the nation's largest independent provider of home and alternate site infusion services, with more than 8,000 team members, including over 5,000 clinicians, operating in all 50 states. McKesson's own cautionary disclosures flagged that the parties' ownership structure may adversely affect the transaction, industry relationships or the businesses involved, and that McKesson may record impairment or other charges relating to its investment.

Market Reaction and Open Questions

Option Care Health shares jumped 34% in early trading on the day of the announcement, Seeking Alpha reported. The materials reviewed do not provide a comparison of the $32.05 offer to Option Care Health's prior 30-day volume-weighted average price, nor do they cite transaction multiples from comparable home-infusion or specialty-pharmacy deals, so any premium figure beyond that reported share-price reaction remains undisclosed. Similarly, the companies have not detailed specific commercial or supply arrangements, nor any board governance rights McKesson may hold beyond its equity-method accounting treatment and the stated framework for a possible future buyout of CD&R's stake. As an interpretation of the disclosed conditions, the review path is twofold: standard HSR antitrust clearance plus the specified healthcare regulatory filings and certain state healthcare approvals named in the agreement, with no outcome or timeline beyond the first-half-2027 target disclosed.

Upon completion, Option Care Health's common stock will no longer be listed on Nasdaq and the company will become privately held, while continuing to operate as a separate entity led by its existing management team, per the filing. The company said it will report third-quarter results for the period ended September 30, 2026 on November 4, 2026, will not hold a live conference call in connection with that release, and is withdrawing its previously disclosed financial guidance given the pending transaction.

Centerview Partners is serving as financial advisor and Kirkland & Ellis as legal advisor to Option Care Health, with Joele Frank, Wilkinson Brimmer Katcher handling strategic communications, according to the release. BofA Securities, Barclays, Goldman Sachs, Jefferies and Wells Fargo are advising the CD&R-McKesson consortium and providing committed financing. Debevoise & Plimpton is advising CD&R, while Davis Polk & Wardwell and Reed Smith are advising McKesson.

Bottom Line

The agreement sets a clear price, a defined ownership split and a first-half-2027 closing target, backed by disclosed equity and debt commitments and a no-shop structure with standard fiduciary carve-outs. What remains undisclosed in the materials reviewed, including termination-fee amounts, McKesson's funding source for its $1.4 billion commitment, and any benchmarking against comparable transaction multiples, will likely surface as the stockholder vote and regulatory review proceed toward the stated 2027 timeline.