OptumHealth, Inc. entered into a non-binding indication of interest to acquire LHC Group, Inc. (NasdaqGS:LHCG) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Wellington Management Group LLP and others for $5.3 billion on February 16, 2022. OptumHealth, Inc. entered into a definitive agreement to acquire LHC Group, Inc. (NasdaqGS:LHCG) from BlackRock, Inc., The Vanguard Group, Inc., Wellington Management Group LLP and others on March 28, 2022. Optum will acquire LHC Group’s outstanding common stock for $170 per share. The LHC Group leadership team will continue forward as part of Optum Health. LHC may be required to pay UnitedHealth Group a termination fee of $180 million in case of termination of the transaction under certain circumstances.

The transaction is subject to the LHC Group shareholders approvals, regulatory approvals, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and other customary closing conditions. On April 7, 2022, each of the LHC and UnitedHealth Group filed its respective notification with the U.S. Department of Justice (the “DOJ”) and the U.S. Federal Trade Commission under the HSR Act. On May 5, 2022, UnitedHealth Group, in consultation with LHC, voluntarily withdrew its premerger notification and report form effective as of May 9, 2022 and then refiled the premerger notification on May 11, 2022. On June 10, 2022, LHC Group, Inc. and UnitedHealth Group each received a request for additional information and documentary materials from the FTC in connection with the FTC’s review of the merger. As of June 21, 2022, the transaction was approved by the shareholders of LHC Group. The transaction is expected to close in the second half of 2022. On December 6, 2022, LHC Group delivered written notice to UnitedHealth Group extending the Outside Date to March 28, 2023. The acquisition is expected to be neutral to UnitedHealth Group’s outlook for adjusted net earnings per share in 2022, modestly accretive in 2023, and advancing strongly in subsequent years.

SVB Securities LLC and Jefferies LLC served as financial advisors and fairness opinion providers to LHC Group. Andrew Bab of Debevoise & Plimpton LLP acted as legal advisor to SVB Leerink. Kyle G. Healy, John Snyder, Adam J. Biegel, John B. Shannon, Dawnmarie R. Matlock, Blake C Mackay, Matt Strumph and J. Mark Ray of Alston & Bird LLP acted as the legal counsels of LHC Group, Inc. Baker Botts L.L.P. and Keith A. Pagnani and Melissa Sawyer of Sullivan & Cromwell LLP acted as legal advisor to UnitedHealth Group for the transaction. American Stock Transfer & Trust Company, LLC is the transfer agent for LHC Group. Okapi Partners LLC is acting as proxy solicitation agent for LHC Group. Okapi will be paid approximately $40,000 for its services. In connection with SVB Securities’ services as a financial advisor to LHC Group, LHC Group has agreed to pay SVB Securities an aggregate fee of $20 million, $2 million of which became payable upon the rendering of the opinion. LHC has agreed to pay Jefferies an aggregate fee of $20 million, of which a portion was payable upon delivery of Jefferies’ opinion to the Board and $18 million is payable contingent upon consummation of the Merger. Dorsey & Whitney LLP acted as legal advisor to OptumHealth, Inc.

OptumHealth, Inc. completed the acquisition of LHC Group, Inc. (NasdaqGS:LHCG) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Wellington Management Group LLP and others on February 22, 2023. As of the Effective Time, all of the Company’s existing directors and officers, except Keith G. Myers and Joshua L. Proffitt, ceased serving as directors and officers of LHC Group, Inc. in accordance with the terms of the Merger Agreement.