CVS Health Corporation (NYSE:CVS) entered into a definitive agreement to acquire Oak Street Health, Inc. (NYSE:OSH) from Newlight Partners LP, General Atlantic LLC and others for $9.6 billion on February 7, 2023. As part of the agreement, CVS Health will acquire Oak Street Health in an all-cash transaction at $39 per share, representing an enterprise value of approximately $10.6 billion. CVS Health expects to fund the transaction through available resources and existing financing capacity. Post-acquisition, Oak Street Health and CVS Health will continue to operate as separate, independent companies. If transaction terminates by Oak Street Health, then Oak Street Health will be required to pay CVS Health a termination fee in an amount equal to $300 million. If transaction terminates by CVS Health, then CVS Health will be required to pay Oak Street Health a termination fee in an amount equal to $500 million. Upon close, Mike Pykosz will continue to lead Oak Street as a part of CVS Health, and the Oak Street Executive Committee, in consultation with CVS Health, will continue to lead Oak Street in our next phase. CVS Health will keep the Oak Street name and brand, even after the transaction is complete. Oak Street Health expects that the current members of its Board of Directors will continue as directors until the closing of the transaction. Upon closing of the transaction, Oak Street Health common stock will no longer be listed on any public market.

The transaction is subject to approval by a majority of Oak Street Health?s stockholders, receipt of regulatory approval, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and satisfaction of other customary closing conditions. The transaction was unanimously approved by the Board of Directors at each of the respective companies. The closing is not conditioned upon CVS Health?s ability to obtain financing. As of March 31, 2023, Board of Directors of Oak Street Health cancelled its 2023 Annual Meeting of Stockholders scheduled for Thursday, April 27, 2023. If the transaction is not completed pursuant to the terms of the merger agreement governing the proposed transaction (the ?Merger Agreement?), the Oak Street Health Board of Directors will reschedule the Annual Meeting for a later date. On April 28, 2023, Oak Street Health?s stockholders approved the merger. The transaction is expected to close in 2023. As of March 31, 2023, Oak Street Health currently anticipates that the transaction will close in the first half of 2023.

Credit Suisse Securities (USA) LLC and Lazard Freres & Co. LLC acted as financial advisors to CVS Health. Lona Nallengara, Doreen E. Lilienfeld, k. Mallory Brennan, Jordan Altman, Larry Crouch, Gus Atiyah, Geoffrey Goldman, Jonathan y. Newman, Barbara Zylberg, Creighton Condon, Daniel Litowitz and Derrick Lott of Shearman & Sterling LLP, Dechert LLP and Kate McDonald, Charles Buck, Sarah Kitchell and Jeremy Earl of McDermott Will & Emery acted as legal advisors to CVS Health. Centerview Partners acted as financial advisor and Stephen Jacobson, Stephanie Jeane, Andrea Murino, Robert Goedert, Roger Lucas, Dennis Williams, Anthony Del Rio, Daniel Wolf, P.C., David M. Klein, P.C. and Joshua Ayal of Kirkland & Ellis LLP acted as legal advisors for Oak Street Health. Centerview Partners LLC acted as fairness opinion provider to Oak Street Health. In connection with Centerview?s services as the financial advisor to the Oak Street Health Board, the Company has agreed to pay Centerview an aggregate fee of approximately $79.3 million, $5 million of which was payable upon the rendering of Centerview?s opinion and approximately $74.3 million of which is payable contingent upon consummation of the Transactions. Matthew Abbott and Ellen Ching of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to General Atlantic, LLC in the transaction. Oak Street Health has retained D.F. King & Co., Inc. to solicit stockholder proxies at a total cost to Oak Street Health of approximately $15,000 plus reasonable expenses. Thomas J. Malone and Leah R. Sauter of Latham & Watkins LLP represented Centerview Partners LLC in the transaction.

CVS Health Corporation (NYSE:CVS) completed the acquisition of Oak Street Health, Inc. (NYSE:OSH) from Newlight Partners LP, General Atlantic LLC and others on May 1, 2023. CVS Health financed the transaction with borrowings of $5 billion from a term loan agreement entered into on May 1, 2023, and existing cash and available resources. Oak Street Health will continue to operate as a multi-payor primary care provider as part of CVS Health.