SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of||Commission File Number)||(I.R.S. Employer|
(Address of principal executive offices)
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange|
on which registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|Item 8.01.||Other Events.|
On March 15, 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 12,000,000 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 $20.00 per share. Under the terms of the Underwriting Agreement, the Selling Stockholder granted the Underwriter an option to purchase up to an additional 1,800,000 shares of Common Stock at the public offering price within 30 days from the date of the Underwriting Agreement. The Offering closed on March 17, 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 March 15, 2021 and filed with the Commission on March 17, 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 certain of the Company’s directors affiliated with the Selling Stockholder 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 March 15, 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: March 17, 2021||By:||/s/ Michael Shapiro|
|Title:||Chief Financial Officer|