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

McKesson Corp. and private equity firm Clayton, Dubilier & Rice agreed on October 6 to take Option Care Health private for approximately $5.8 billion, putting a hard number on how much the shift toward home-based specialty drug delivery is now worth to both a major drug distributor and a buy-and-build PE shop.

Under the terms disclosed in an 8-K filed with the SEC, shareholders will receive $32.05 per share in cash. According to the filing reviewed by InsideArbitrage, that price represents a 37% premium to OPCH's October 5 closing price, the last full session before the announcement. At 11 times EBITDA, the multiple is not cheap for a services business, but it's defensible given Option Care's position as the largest independent home and alternate-site infusion provider in the country.

The ownership split is the more interesting structural detail. CD&R takes 51% and operational control. McKesson writes a check of roughly $1.4 billion for the remaining 49%, a minority stake it will account for under the equity method. Critically, the deal includes a framework that lets McKesson buy out CD&R's interest in the future, subject to conditions and regulatory sign-offs, according to the SEC filing. That clause turns this into a staged acquisition in everything but name: McKesson parks capital in an asset it clearly wants to own outright, lets CD&R absorb the operational heavy lifting first, and preserves optionality without having to close a full takeout today.

Option Care Health will keep its own management team and operate as a separate company after closing, the companies said in a statement to Bloomberg. That continuity provision is standard in PE-led take-privates, but it also answers a real business concern: home infusion is a clinically intensive service, and disrupting existing care teams would carry commercial as well as reputational risk.

For McKesson, the strategic logic runs through specialty pharmaceuticals. As Bloomberg reported, the deal is driven by growing demand for specialty drugs for cancer and other conditions that increasingly need to be administered outside hospital walls. McKesson already distributes those drugs; now it gets direct exposure to the site of care where margin capture is highest. The company currently manages medical clinics and infusion services, so this extends rather than redirects its footprint.

For CD&R, Option Care fits a recurring pattern. The firm has spent years backing healthcare services businesses that sit between the payer and the patient, where the combination of recurring revenue and fragmented competition makes for durable roll-up targets.

McKesson's stock slipped 1.1% on the announcement day, a mild signal that the market read the $1.4 billion minority commitment as capital that could have been returned or deployed elsewhere. Option Care shares moved to within cents of the offer price, which is the normal arbitrage behavior when deal certainty looks high.

Closing is expected in the first half of 2027, pending Option Care Health shareholder approval and regulatory clearance, according to the SEC filing. Given the deal structure avoids a full change-of-control on McKesson's balance sheet, antitrust review is unlikely to be the sticking point. Shareholder approval, at a 37% premium, is not the hard part either.

What will matter for traders watching the spread is whether the mid-market M&A environment holds. According to Mergers & Acquisitions, September capped a slowing third quarter, with rate uncertainty and valuation gaps narrowing the pipeline. The Option Care deal prices through that uncertainty at a premium that buyers had to earn, which is either a sign of conviction or of competition for the asset. The companies have not said which.

Sources cited:
- McKesson Corp. Form 8-K (Exhibit 99.1), SEC EDGAR (https://www.sec.gov/Archives/edgar/data/0000927653/000092765326000253/ex991pressreleaseoctober62.htm)
- InsideArbitrage (https://www.insidearbitrage.com/2026/10/mckesson-and-cdr-to-acquire-option-care-health-for-5-8-billion/)
- Bloomberg (https://www.bloomberg.com/news/articles/2026-10-06/mckesson-cd-r-to-buy-option-care-health-in-5-8-billion-deal)
- Mergers & Acquisitions (https://www.themiddlemarket.com/)