Sec Form 13D Filing - MADISON DEARBORN PARTNERS LLC filing for Option Care Health Inc. (OPCH) - 2020-12-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 4)*

Under the Securities Exchange Act of 1934

Option Care Health, Inc.

(Name of issuer)

Common Stock, $0.0001 par value
(Title of Class of Securities)

68404L 102
(CUSIP number)

Joshua Korff, P.C.
Ross Leff, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 24, 2020
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1)                                 Amount consists of 114,265,391 shares of Option Care Health, Inc., a Delaware corporation (“Option Care Health” or the “Issuer”) common stock, par value $0.0001 per share (“Common Stock”) issued to HC Group Holdings I, LLC (“HC I” or “Omega Parent”). Madison Dearborn Partners, LLC (“MDP LLC”) may be deemed to have beneficial ownership of such shares as MDP LLC is the general partner of Madison Dearborn Partners VI-A&C, L.P. (“MDP VI-A&C”), which in turn is the general partner of Madison Dearborn Capital Partners VI-A, L.P. (“MDCP VI-A”).

(2)                                 The percentage ownership is based upon 179,710,582 shares of Common Stock, reflecting 186,758,939 shares outstanding as of October 30, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2020, less 7,048,357 shares that were cancelled in connection with the transfer and cancellation of the Escrowed Shares (as defined in the Original Schedule 13D, and adjusted to give effect to the one-for-four share reverse stock split on February 3, 2020).

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(1)                                 Amount consists of 114,265,391 shares of Common Stock issued to HC I. MDP VI-A&C may be deemed to have beneficial ownership of such shares as MDP VI-A&C is the general partner of MDCP VI-A.

(2)                                 The percentage ownership is based upon 179,710,582 shares of Common Stock, reflecting 186,758,939 shares outstanding as of October 30, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2020, less 7,048,357 shares that were cancelled in connection with the transfer and cancellation of the Escrowed Shares (as defined in the Original Schedule 13D, and adjusted to give effect to the one-for-four share reverse stock split on February 3, 2020).

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(1)                                 Amount consists of 114,265,391 shares of Common Stock issued to HC I. MDCP VI-A may be deemed to have beneficial ownership of such shares as MDCP VI-A is a controlling equityholder of MDP HC Holdings, LLC (“MDP HC”).

(2)                                 The percentage ownership is based upon 179,710,582 shares of Common Stock, reflecting 186,758,939 shares outstanding as of October 30, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2020, less 7,048,357 shares that were cancelled in connection with the transfer and cancellation of the Escrowed Shares (as defined in the Original Schedule 13D, and adjusted to give effect to the one-for-four share reverse stock split on February 3, 2020).

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(1)                                 Amount consists of 114,265,391 shares of Common Stock issued to HC I. MDP HC may be deemed to have beneficial ownership of such shares as MDP HC is the controlling equityholder of HC I.

(2)                                 The percentage ownership is based upon 179,710,582 shares of Common Stock, reflecting 186,758,939 shares outstanding as of October 30, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2020, less 7,048,357 shares that were cancelled in connection with the transfer and cancellation of the Escrowed Shares (as defined in the Original Schedule 13D, and adjusted to give effect to the one-for-four share reverse stock split on February 3, 2020).

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(1)                                 Amount consists of 114,265,391 shares of Common Stock issued to HC I.

(2)                                 The percentage ownership is based upon 179,710,582 shares of Common Stock, reflecting 186,758,939 shares outstanding as of October 30, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2020, less 7,048,357 shares that were cancelled in connection with the transfer and cancellation of the Escrowed Shares (as defined in the Original Schedule 13D, and adjusted to give effect to the one-for-four share reverse stock split on February 3, 2020).

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(1)                                 Amount consists of 5,418 shares of Common Stock issued to Elizabeth Q. Betten upon vesting of certain restricted stock units received by Ms. Betten in her capacity as a director of the Issuer.

(2)                                 Amount consists of 114,265,391 shares of Common Stock issued to HC I. Ms. Betten may be deemed to have beneficial ownership of such shares as Ms. Betten serves on the Board of Managers of HC I, is a limited partner of MDP VI-A&C, is a Managing Director of MDP LLC and serves on the board of directors of the Issuer.

(3)                                 The percentage ownership is based upon 179,710,582 shares of Common Stock, reflecting 186,758,939 shares outstanding as of October 30, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2020, less 7,048,357 shares that were cancelled in connection with the transfer and cancellation of the Escrowed Shares (as defined in the Original Schedule 13D, and adjusted to give effect to the one-for-four share reverse stock split on February 3, 2020).

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(1)                                 Amount consists of 5,418 shares of Common Stock issued to Timothy Sullivan upon vesting of certain restricted stock units received by Mr. Sullivan in his capacity as a director of the Issuer.

(2)                                 Amount consists of 114,265,391 shares of Common Stock issued to HC I. Mr. Sullivan may be deemed to have beneficial ownership of such shares as Mr. Sullivan serves on the Board of Managers of HC I, is a limited partner of MDP VI-A&C, is a Managing Director of MDP LLC and serves on the board of directors of the Issuer.

(3)                                 The percentage ownership is based upon 179,710,582 shares of Common Stock, reflecting 186,758,939 shares outstanding as of October 30, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2020, less 7,048,357 shares that were cancelled in connection with the transfer and cancellation of the Escrowed Shares (as defined in the Original Schedule 13D, and adjusted to give effect to the one-for-four share reverse stock split on February 3, 2020).

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(1)                                 Amount consists of 114,265,391 shares of Common Stock issued to HC I. Paul J. Finnegan may be deemed to have beneficial ownership of such shares as Mr. Finnegan is one of two members of a limited partner committee that, by majority vote, controls investment decisions of shares held directly by MDCP VI-A, including the disposition of shares of Common Stock held directly by HC I.

(2)                                 The percentage ownership is based upon 179,710,582 shares of Common Stock, reflecting 186,758,939 shares outstanding as of October 30, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2020, less 7,048,357 shares that were cancelled in connection with the transfer and cancellation of the Escrowed Shares (as defined in the Original Schedule 13D, and adjusted to give effect to the one-for-four share reverse stock split on February 3, 2020).

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(1)                                 Amount consists of 114,265,391 shares of Common Stock issued to HC I. Samuel M. Mencoff may be deemed to have beneficial ownership of such shares as Mr. Mencoff is one of two members of a limited partner committee that, by majority vote, controls investment decisions of shares held directly by MDCP VI-A, including the disposition of shares of Common Stock held directly by HC I.

(2)                                 The percentage ownership is based upon 179,710,582 shares of Common Stock, reflecting 186,758,939 shares outstanding as of October 30, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2020, less 7,048,357 shares that were cancelled in connection with the transfer and cancellation of the Escrowed Shares (as defined in the Original Schedule 13D, and adjusted to give effect to the one-for-four share reverse stock split on February 3, 2020).

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This Amendment No. 4 (“Amendment No. 4”) to Schedule 13D amends and supplements the Schedule 13D originally filed with the SEC on August 7, 2019, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on July 27, 2020, Amendment No. 2 to the Schedule 13D filed with the SEC on August 20, 2020 and Amendment No. 3 to the Schedule 13D filed with the SEC on December 16, 2020 (the “Original Schedule 13D” and, together with Amendment No. 4, the “Schedule 13D”), relating to the Issuer. Except as set forth herein, the Original Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is amended by adding the following under the heading “Merger Agreement”:

On December 24, 2020, pursuant to the Merger Agreement, HC I transferred the Escrowed Shares back to the Issuer for cancellation in connection with the non-satisfaction of the vesting criteria in respect of certain outstanding unvested restricted stock units of the Issuer.

Item 4 of the Original Schedule 13D is amended by adding the following:

The information set forth in Item 6 below is incorporated by reference in its entirety into this Item 4.

Item 5. Interest in Securities of the Issuer.

Item 5(a)-(b) of the Original Schedule 13D is hereby amended and restated as follows:

HC I directly owns the 114,265,391 Shares of the Issuer’s Common Stock, or approximately 63.6% of the total number of Shares of Common Stock outstanding, issued to HC I pursuant to the Merger Agreement.

MDP HC is the controlling equityholder of HC I and may be deemed to share voting and dispositive power with respect to the 114,265,391 shares of the Issuer’s Common Stock, or approximately 63.6% of the total number of Shares of Common Stock outstanding, held by HC I by virtue of its ability to collectively direct the decisions of HC I.

MDCP VI-A, as the controlling equityholder of MDP HC, has the ability to direct the investment decisions of MDP HC, including the power to direct the decisions of MDP HC regarding the vote or disposition of the 114,265,391 Shares of the Issuer’s Common Stock, or approximately 63.6% of the total number of Shares of Common Stock outstanding, directly held by HC I; therefore, MDCP VI-A may be deemed to share voting and dispositive power with respect to the Shares of Common Stock of the Issuer held by HC I.

MDP VI-A&C, as the general partner of MDCP VI-A, has the ability to direct the investment decisions of MDCP VI-A, including the power to direct the decisions of MDCP VI-A regarding the vote or disposition of 114,265,391 Shares of the Issuer’s Common Stock, or approximately 63.6% of the total number of shares of Common Stock outstanding, directly held by HC I; therefore, MDP VI-A&C may be deemed to share voting and dispositive power with respect to the Shares of Common Stock of the Issuer held by HC I.

MDP LLC, as the general partner of MDP VI-A&C, which in turn is the general partner of MDCP VI-A, has the ability to direct the investment decisions of MDCP VI-A and MDP VI-A&C, including the power to direct the decisions of MDCP VI-A and MDP VI-A&C regarding the vote or disposition of 114,265,391 Shares of the Issuer’s Common Stock, or approximately 63.6% of the total number of shares of Common Stock outstanding, directly held by HC I; therefore, MDP LLC may be deemed to share voting and dispositive power with respect to the Shares of Common Stock of the Issuer held by HC I.

Ms. Betten and Mr. Sullivan each serve on the Board of Managers of HC I, are limited partners of MDP VI-A&C, are each a Managing Director of MDP LLC and each serve on of the board of directors of the Issuer. In such capacities, each has the ability to direct HC I’s business decisions, including the power to direct the decisions of HC I regarding the vote or disposition of securities held by HC I. Therefore, Ms. Betten and Mr. Sullivan may be deemed to share voting and dispositive power with respect to the 114,265,391 Shares of the Issuer’s Common Stock, or approximately 63.6% of the total number of Shares of Common Stock outstanding, directly held by HC I.  In addition, each of Ms. Betten and Mr. Sullivan have sole voting and

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dispositive power with respect to 5,418 Shares of the Issuer’s Common Stock, or less than 1% of the total number of Shares of Common Stock outstanding, which were issued to each of them upon vesting of certain restricted stock units received by them in their capacity as directors of the Issuer.

Messrs. Finnegan and Mencoff, in their capacities as the sole members of a limited partner committee, have the power, acting by majority vote, to direct the decisions of MDCP VI-A regarding the vote or disposition of securities directly held by HC I; therefore, Messrs. Finnegan and Mencoff may be deemed to share voting and dispositive power with respect to the 114,265,391 Shares of the Issuer’s Common Stock, or approximately 63.6% of the total number of Shares of Common Stock outstanding, directly held by HC I.

The percentages in this Item 5 are calculated based on 179,710,582 shares of Common Stock, reflecting 186,758,939 shares outstanding as of October 30, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2020, less 7,048,357 shares that were cancelled in connection with the transfer and cancellation of the Escrowed Shares.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person other than HC I.

Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Statement is filed constitute a “group” for the purposes of Sections 13(d) of the Exchange Act and the rules thereunder.  The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) of the Exchange Act.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is amended by adding the following under the heading “Equity Offering (December 2020)”:

On December 23, 2020, the Underwriter notified HC I of its intent to purchase an additional 600,000 shares from HC I pursuant to the partial exercise of its 30-day option under the Underwriting Agreement to purchase additional shares. The closing of such sale occurred on December 29, 2020.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 29, 2020

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