Option Care Health Announces Upsizing and Pricing of Secondary Offering of 18,000,000 Shares of Common Stock

Rhea-AI Summary

Option Care Health announced a public offering of 18 million shares at $20.25 each, increasing from the original 15 million shares. This represents approximately 10% of total shares outstanding, and the underwriters have a 30-day option for an additional 2.7 million shares. Following the offering, the Selling Stockholder's ownership will drop from 37.7% to 27.7%. The offering is scheduled to close on August 5, 2021. Option Care Health will not receive any proceeds from this sale.

Positive

• Increased public offering from 15 million to 18 million shares.
• Underwriter has the option to purchase an additional 2.7 million shares.

Negative

• Company will not receive any proceeds from the stock offering.
• Significant dilution of existing shares as 10% of shares outstanding are being sold.

BANNOCKBURN, Ill., Aug. 03, 2021 (GLOBE NEWSWIRE) -- Option Care Health, Inc. (“Option Care Health” or the “Company”) (NASDAQ: OPCH) announced today that an affiliate of Madison Dearborn Partners (the “Selling Stockholder”) has agreed to sell 18,000,000 shares of the Company’s common stock at a price to the public of $20.25 per share in an underwritten public offering. The number of shares of common stock to be sold was increased to 18,000,000 shares from the previously announced 15,000,000 shares. The Selling Stockholder has also granted the underwriter a 30-day option to purchase up to 2,700,000 additional shares of common stock. The offering is expected to close on August 5, 2021, subject to customary closing conditions. The Company will not receive any proceeds from the offering.

This sale of shares represents approximately 10.0% of the current shares outstanding (or 11.5% assuming full exercise of the underwriter’s option to purchase additional shares). Upon completion of this offering, the Selling Stockholder’s interest in the Company will be reduced to 27.7% of the outstanding shares (or 26.2% assuming full exercise of the underwriter’s option to purchase additional shares), from the current 37.7%.

Consistent with the June 2021 secondary offering, Madison Dearborn Partners and Walgreen Co., a wholly owned subsidiary of Walgreens Boots Alliance, Inc. (“Walgreens”), have agreed in principle to allocate all of the Selling Stockholder’s offering proceeds to affiliates of Madison Dearborn Partners and other equityholders of the Selling Stockholder. As a result, Walgreens will maintain its approximately 21% indirect financial interest in Option Care Health following this offering.

Goldman Sachs & Co. LLC is acting as the sole underwriter for the offering.

A shelf registration statement on Form S-3 relating to the shares of common stock was filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”). The offering may be made only by means of a prospectus supplement and the accompanying prospectus, which will be filed with the SEC. You may get these documents for free by visiting the SEC’s website at www.sec.gov. Alternatively, copies may be obtained from:

Goldman Sachs & Co. LLC
Attn: Prospectus Department
200 West Street
New York, New York 10282
Tel: 866.471.2526
Email: Prospectus-ny@ny.email.gs.com

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Option Care Health

Option Care Health is the nation’s largest independent provider of home and alternate site infusion services. With over 5,000 teammates, including approximately 2,900 clinicians, we work compassionately to elevate standards of care for patients with acute and chronic conditions in all 50 states. Through our clinical leadership, expertise and national scale, Option Care Health is reimagining the infusion care experience for patients, customers and teammates.

Forward-Looking Statements - Safe Harbor

This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include statements about the Company’s ability to consummate the offering and the Company’s use of proceeds from the offering.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. For a detailed discussion of the factors that could affect our actual results and financial condition, please refer to the risk factors identified in our SEC reports, including, but not limited to, our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as filed with the SEC.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

For Investor Inquiries:
Mike Shapiro, Chief Financial Officer
Option Care Health
312.940.2538
Investor.relations@optioncare.com

FAQ

What is the stock offering price for OPCH?

The stock offering price for Option Care Health (OPCH) is $20.25 per share.

How many shares are being sold in the OPCH offering?

A total of 18 million shares of Option Care Health are being sold in the offering.

When will the OPCH stock offering close?

The offering for Option Care Health is expected to close on August 5, 2021.

What percentage of OPCH's shares are being sold?

The offering represents approximately 10% of the current shares outstanding for Option Care Health.

Who is the underwriter for OPCH's offering?

Goldman Sachs & Co. LLC is the sole underwriter for Option Care Health's stock offering.