Option Care’s Merger With BioScrip

Jefferies LLC and Moelis & Company LLC are acting as joint financial advisors to BioScrip, and Gibson, Dunn & Crutcher LLP is serving as legal advisor. Goldman Sachs & Co. LLC and BofA Merrill Lynch are acting as financial advisors and Kirkland & Ellis LLP is acting as legal advisor to Option Care.

BioScrip, Inc. (NASDAQ: BIOS)and Option Care Enterprises, Inc. , the nation’s largest independent providers of home and alternate treatment site infusion therapy services, have entered into a definitive merger agreement. The combination is expected to create a leading independent provider with the national reach, comprehensive therapy offering and financial capacity to succeed in the attractive and growing home and alternate site infusion services segment of the $100 billion U.S. infusion market.

Under the terms of the merger agreement, BioScrip will issue new shares to Option Care’s shareholder, which is owned by investment funds affiliated with Madison Dearborn Partners, LLC (“MDP”) and Walgreens Boots Alliance, Inc. (NASDAQ: WBA) (“WBA”), in an all-stock transaction. Upon completion of the transaction, MDP funds and WBA will beneficially own approximately 80% of the combined publicly traded company on a fully diluted basis, with current BioScrip shareholders holding the remainder. The combined company’s common stock will continue to be listed on the Nasdaq Global Market. The transaction has been unanimously approved by the boards of directors of both BioScrip and Option Care.

The combined company will be led by Option Care Chief Executive Officer John Rademacher and Option Care Chief Financial Officer Mike Shapiro and will incorporate the best talent, processes and systems from both Option Care and BioScrip. It also will have a leading, independent clinical platform for delivering high-quality infusion therapy to more patients across the United States and providing superior outcomes for patients, payors and providers. BioScrip President and Chief Executive Officer Daniel E. Greenleaf will remain active in the combined company as a special advisor to its Board of Directors.

The Kirkland team was led by transactional partners Sanford Perl (Picture), Mark Fennell and Joydeep Dasmunshi, and associates Dan Hoppe, Brandon Knop and Curt Ostosh; debt finance partners Michael Wright and Brian Tweedie, and associate Kyle Gillen; capital markets partner Robert Goedert; and antitrust partner Matthew Reilly and associate Michael DeRita.

Involved fees earner: Joydeep Dasmunshi – Kirkland & Ellis; Michael DeRita – Kirkland & Ellis; Mark Fennell – Kirkland & Ellis; Kyle Gillen – Kirkland & Ellis; Robert Goedert – Kirkland & Ellis; Dan Hoppe – Kirkland & Ellis; Brandon Knop – Kirkland & Ellis; Curt Ostosh – Kirkland & Ellis; Sanford Perl – Kirkland & Ellis; Matthew Reilly – Kirkland & Ellis; Brian Tweedie – Kirkland & Ellis; Michael Wright – Kirkland & Ellis;

Law Firms: Kirkland & Ellis;

Clients: Option Care Enterprises, Inc. ;

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Author: Ambrogio Visconti