SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 8.01. Other Events.
On February 8, 2021, Option Care Health, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC (the “Underwriter”) and HC Group Holdings I, LLC (the “Selling Stockholder”), relating to an underwritten public offering (the “Offering”) of 17,250,000 shares (the “Securities”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), sold by the Selling Stockholder at a price to the public of $18.50 per share. The Securities include 2,250,000 shares sold by the Selling Stockholder in connection with the Underwriter’s full exercise of its option to purchase additional shares. The Offering closed on February 10, 2021.
The Securities were sold pursuant to a registration statement on Form S-3 (File No. 333-239504) (the “Registration Statement”) that was filed by the Company with the Securities and Exchange Commission (the “Commission”) on June 26, 2020 and became effective on July 8, 2020, a prospectus included in the Registration Statement and a prospectus supplement, dated February 8, 2021 and filed with the Commission on February 10, 2021.
The Company will not receive any of the proceeds from the sale of the Securities by the Selling Stockholder.
The Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company, the Selling Stockholder and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
In addition, pursuant to the terms of the Underwriting Agreement, (i) the Company’s executive officers and directors have entered into “lock-up” agreements with the Underwriter, which generally prohibit the sale, transfer or other disposition of securities of the Company for a 60-day period, subject to certain exceptions, and (ii) the Selling Stockholder has entered into substantially the same “lock-up” agreement with the Underwriter, which generally prohibits the sale, transfer or other disposition of securities for a 60-day period, subject to certain exceptions.
A copy of the legal opinion of Kirkland & Ellis LLP relating to the validity of the Securities sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Item 9.01. Financial Statements and Exhibits
|1.1||Underwriting Agreement, dated as of February 8, 2021, by and among Option Care Health, Inc., HC Group Holdings I, LLC and Goldman Sachs & Co. LLC.|
|5.1||Opinion of Kirkland & Ellis LLP.|
|23.1||Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).|
|104||The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Option Care Health, Inc.|
|Date: February 10, 2021||By:||/s/ Michael Shapiro|
|Title:||Chief Financial Officer|