Option Care Health provides infusion therapy, giving intravenous drugs in people's homes and at ambulatory infusion sites, in all 50 states. On Monday its board agreed to sell the company to two buyers that want it for different reasons and have arranged to own it in different proportions, at least at first.
Under the agreement announced on Tuesday, Clayton Dubilier & Rice, a private equity firm, and McKesson, one of the three big American drug wholesalers, will pay $32.05 a share in cash. That is a premium of about 37 per cent to Monday's closing price and an enterprise value, including debt, of about $5.8 billion. CD&R will hold about 51 per cent. McKesson will invest about $1.4 billion for about 49 per cent.
The detail that matters most is in one sentence of the release: "The transaction also establishes a framework for McKesson's future acquisition of CD&R's interest in Option Care Health, subject to specified conditions and regulatory approvals." The terms of that framework have not been published.
Why split it
A wholesaler that bought the whole company outright would have to put all of its revenue and all of its new debt on its own balance sheet from the day the deal closed. A 49 per cent stake does not work that way. McKesson said it intends to account for the holding using the equity method, recording its share of Option Care's net income or loss in other income. The buyout firm takes majority control. The strategic investor gets a large stake now and a route to the rest later.
Brian Tyler, McKesson's chief executive, described the company as a strategic investor in the joint statement. "As these therapies continue to grow in importance and their delivery becomes increasingly complex, McKesson is focused on investing in areas where our capabilities can help improve access and advance care in lower-cost community settings, at or closer to home," he said. Payers have been pushing care into the home for that reason, though the workforce that delivers it is hard to keep.
Option Care is the largest independent provider of home and alternate-site infusion, the release says, with more than 8,000 staff including over 5,000 clinicians. Its revenue was $5.65 billion in 2025 and its net income $207.6 million, according to its annual report. On those figures the enterprise value is a little more than one year's sales, by this publication's calculation.
Most of it is borrowed
The 8-K filing sets out how the money is raised. CD&R's twelfth fund and McKesson have signed equity commitment letters for a combined $2,873,295,853. Lenders, with Bank of America, Barclays, Goldman Sachs, Jefferies and Wells Fargo providing committed financing, have agreed to lend up to $3.15 billion to fund part of the deal, including repaying Option Care's existing debt, plus up to $500 million of revolving credit.
If McKesson's share is about $1.4 billion, CD&R's is roughly $1.47 billion, by this publication's arithmetic. The two are putting in similar sums of equity for their 51 and 49 per cent.
Option Care had $1.16 billion of long-term debt at the end of 2025. The new loans would be up to about 2.7 times that amount. That is the conventional shape of a buyout: the purchase is paid for partly by the investors and partly by debt that the acquired company must service from its own cash flow.
The agreement is not conditional on the financing being raised. If every condition is met and the buyers fail to close, they owe Option Care a termination fee of $291,927,951, guaranteed severally by CD&R's fund and McKesson. If Option Care's board takes a better offer, it owes the buyers $145,963,976. Either side can walk away if the deal has not closed by 5 October 2027. It needs a majority of shareholders, clearance under the Hart-Scott-Rodino antitrust law and a set of state healthcare approvals.
The price and the year
Option Care's shares surged more than 20 per cent in overnight trading after the Financial Times reported the talks, and were halted before regular trading began on Tuesday, Bloomberg reported. They closed on Tuesday at $31.00, just below the offer.
The 37 per cent premium is measured against a share price that had fallen through most of the year. Option Care closed at $23.37 on Monday. It ended 2025 at $31.86, according to Yahoo Finance data, so the offer is about 0.6 per cent above where the shares stood on New Year's Eve.
"The Board of Directors completed an extensive assessment, involving thorough discussions with our advisors, and unanimously concluded this transaction maximizes value for our stockholders," said Harry Kraemer, Option Care's chairman. The company withdrew its financial guidance for 2026 and will report third-quarter results on 4 November without a conference call.
The wholesalers move downstream
The deal extends a long run of acquisitions by the big wholesalers into the services that use the drugs they distribute. McKesson built The US Oncology Network, bought CoverMyMeds in 2017 and took an 80 per cent stake in PRISM Vision Holdings, an eye care business, in 2025, Managed Healthcare Executive reported. Cencora bought 85 per cent of Retina Consultants of America in 2025 for $4.4 billion. Cardinal Health has bought specialist practice management groups in urology and gastroenterology.
That expansion has begun to draw the kind of criticism once reserved for pharmacy benefit managers, the publication noted. "Continued integration within the drug supply chain underscores the need for transparency up and down the supply chain," Robyn Crosson, vice president of government relations at Navitus Health Solutions, a pharmacy benefit manager, told it.
Option Care's own history is a record of changing owners. It was bought by Walgreens in 2007, spun out in 2015 and bought BioScrip in 2019. If the framework is used, the next owner after CD&R is already named. Its competitors include Optum Infusion Pharmacy, part of UnitedHealth Group, and CVS Health's Coram.
The companies say Option Care will carry on operating as usual, led by its own management. What changes is who owns it, how much it owes and who is lined up to own it next.
The terms, the ownership split, McKesson's investment, the framework for a later purchase of CD&R's stake, the accounting treatment, the timetable, the withdrawal of guidance and the quotes from Harry Kraemer and Brian Tyler are from the joint press release of 6 October 2026, filed as Exhibit 99.1 to Option Care Health's Form 8-K and to McKesson's. The equity and debt commitments, termination fees, outside date and closing conditions are from Item 1.01 of Option Care Health's 8-K dated 5 October 2026. Revenue, net income and long-term debt for 2025 are from the company's annual report as tagged in SEC EDGAR's XBRL data. The Financial Times report and the overnight share move are as reported by Bloomberg, published by Yahoo Finance. Share prices are Yahoo Finance daily closing data. The wholesalers' earlier acquisitions, Option Care's corporate history and the remarks by Navitus Health Solutions are as reported by Managed Healthcare Executive. The split of equity between the two investors, the comparison of financing with the existing debt and the ratios to revenue are this publication's calculations. Accurate to 10am ET on 7 October 2026.
Topics businessmergers and acquisitionsprivate equityhealthcare
