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.