Option Care Health Announces Upsizing and Pricing of Secondary Offering of 18,000,000 Shares of Common Stock
August 03 2021 - 8:42PM
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. LLCAttn: Prospectus Department200 West
StreetNew York, New York 10282Tel: 866.471.2526Email:
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 OfficerOption Care
Health312.940.2538Investor.relations@optioncare.com
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