CCRN
Cross Country Healthcare INC
NASDAQ
8-K: Aya Healthcare to Acquire Cross Country Healthcare for $615 Million in All-Cash Deal
Sentiment:
Merger Announcement
4 December 2024 8:50 AM
Aya Healthcare will acquire Cross Country Healthcare for $18.61 per share in cash, valuing the transaction at approximately $615 million.
Better than expected
The acquisition price represents a significant premium of 67% to Cross Country's closing price on December 3, 2024, indicating a better than expected outcome for shareholders.
Summary
- Aya Healthcare has agreed to acquire Cross Country Healthcare for $18.61 per share in an all-cash transaction.
- The deal is valued at approximately $615 million.
- This represents a 67% premium to Cross Country's closing price on December 3, 2024, and a 68% premium to the 30-day volume-weighted average trading price.
- The acquisition aims to combine the strengths of both companies, expanding Aya's services to include Cross Country's clinical services in non-clinical settings.
- The combined entity will offer a full suite of market-leading technology, including vendor management, float pool technology, and predictive analytics.
- Cross Country and Aya will operate as separate brands, supporting each other's clients with increased access to candidates.
- The transaction is expected to close in the first half of 2025, pending stockholder and regulatory approvals.
- Cross Country will become a private company after the acquisition, and its stock will be delisted from the NASDAQ.
Sentiment
Score: 8
Explanation: The document conveys a positive sentiment due to the significant premium offered to Cross Country shareholders and the strategic benefits of the merger. The language used is optimistic about the future of the combined company.
Positives
- The acquisition provides a significant 67% premium to Cross Country's closing price on December 3, 2024, offering immediate value to stockholders.
- The merger will diversify Aya's service offerings to include Cross Country's clinical services in non-clinical settings.
- Clients will benefit from a full suite of market-leading technology and a seamless solution for vendor management.
- Clinicians will have access to a wider array of opportunities and efficiencies.
- Employees of both companies will benefit from shared best practices and opportunities for personal growth.
- The combined company will be better positioned to solve complex staffing challenges and deliver high-quality patient care.
Negatives
- Cross Country will be delisted from the NASDAQ and become a private company.
- There is a risk that regulatory approvals may not be obtained or may be subject to unanticipated conditions.
- The transaction could lead to a diversion of management time from ongoing business operations.
- There is a risk that the announcement of the transaction could have adverse effects on the market price of Cross Country's stock.
- The transaction could have an adverse effect on the ability of Cross Country to retain customers and key personnel.
Risks
- The timing of the transaction is subject to regulatory and stockholder approvals, which may cause delays.
- There is a risk that a condition of closing may not be satisfied or that the closing might not occur.
- The transaction could lead to a diversion of management time on transaction-related issues.
- The announcement of the transaction could have adverse effects on the market price of Cross Country's stock.
- The transaction could have an adverse effect on the ability of Cross Country to retain customers and key personnel.
- There is a risk of potential litigation relating to the merger.
- Worldwide economic or political changes could affect the demand for Cross Country's services.
- Changes in marketplace conditions, such as alternative modes of healthcare delivery, could impact the company.
- Disruptions in the global credit and financial markets could pose challenges.
Future Outlook
The combined company aims to provide enhanced value to healthcare systems, schools, clinicians, and non-clinical professionals, with a focus on innovation and exceptional service. Cross Country will operate as a separate brand under Aya, with John A. Martins continuing as President and CEO of Cross Country.
Management Comments
- Alan Braynin, president and Chief Executive Officer of Aya, stated that they are excited to join forces with Cross Country and bring more innovative solutions and exceptional service across the industry.
- John A. Martins, President and Chief Executive Officer of Cross Country, said that the transaction will deliver significant and immediate value to their stockholders and enhance services for their clients.
- Kevin C. Clark, Co-Founder and Chairman of Cross Country, expressed confidence that the combined company will be better positioned to achieve their goals long into the future.
Industry Context
This acquisition reflects a trend of consolidation in the healthcare staffing industry, where companies are seeking to expand their service offerings and geographic reach. The combination of Aya's tech-enabled platform with Cross Country's established clinical services aims to create a more comprehensive solution for healthcare providers.
Comparison to Industry Standards
- The 67% premium offered to Cross Country shareholders is significantly higher than typical acquisition premiums in the healthcare staffing sector, suggesting a strong desire by Aya to secure the deal.
- The all-cash nature of the deal is also notable, as it provides immediate liquidity to Cross Country shareholders, unlike deals involving stock swaps.
- The combined entity will compete with other large healthcare staffing firms such as AMN Healthcare and CHG Healthcare, but with a broader range of services and a stronger technology platform.
- The focus on technology integration and data analytics aligns with industry trends towards more efficient and data-driven workforce management solutions.
Stakeholder Impact
- Shareholders of Cross Country will receive a significant premium for their shares.
- Clients of both companies will benefit from a broader range of services and technology.
- Clinicians will have access to more job opportunities and flexibility.
- Employees of both companies will have opportunities for growth and development.
Next Steps
- Cross Country will file a proxy statement with the SEC.
- Cross Country will hold a special meeting of stockholders to vote on the merger agreement.
- The companies will seek regulatory approvals.
- The transaction is expected to close in the first half of 2025.
Key Dates
- 1986: Cross Country Healthcare was founded.
- December 3, 2024: Cross Country Healthcare's closing stock price before the announcement of the acquisition.
- December 3, 2024: Date of the Merger Agreement.
- December 4, 2024: Date of the announcement of the acquisition.
- First half of 2025: Expected completion of the transaction.
- September 3, 2025: Original End Date for the merger.
- December 3, 2025: Extended End Date for the merger if antitrust approvals are pending.
Keywords
Aya Healthcare, Cross Country Healthcare, acquisition, merger, healthcare staffing, workforce solutions, clinical services, travel nursing, locum tenens, vendor management, stockholders, premium
CCRN
Cross Country Healthcare INC
NASDAQ
Sector: TBD
Filings with Classifications
Worse than expected
7 May 2025 4:45 PM
Quarterly Report
- Revenue decreased by 22.6% year-over-year.
- Net loss attributable to common stockholders was $0.5 million, compared to a net income of $2.7 million in the same period last year.
Delay expected
7 May 2025 4:45 PM
Quarterly Report
- The closing of the Aya Merger is expected in the second half of 2025, subject to regulatory approvals, indicating a potential delay due to the FTC's Second Request for additional information.
Worse than expected
7 May 2025 4:28 PM
Earnings Release
- Revenue, net income, and adjusted EBITDA were all down year-over-year.
Worse than expected
16 April 2025 4:33 PM
Form 10-K/A Amendment
- The company did not achieve its minimum performance threshold for Company Annual Adjusted EBITDA of $64 million under the Annual Incentive Plan or $50 million pursuant to the additional element added during the year.
- The company slightly exceeded the threshold performance hurdle of $1.33 billion for Company Annual Revenue.
Worse than expected
5 March 2025 4:45 PM
Annual Results
- The company's revenue decreased by 33.5% year-over-year.
- The company experienced a net loss attributable to common stockholders of $14.6 million, compared to a net income of $72.6 million in the previous year.
Delay expected
5 March 2025 4:45 PM
Annual Results
- The company now expects that the Aya Merger will close in the second half of 2025, subject to the satisfaction of other customary closing conditions, including regulatory approvals, a delay from the previously expected first half of 2025.
Worse than expected
5 March 2025 4:25 PM
Earnings Release
- The company's revenue, net income, and adjusted EBITDA all decreased significantly compared to the prior year.
Delay expected
21 February 2025 5:16 PM
Form DEFA14A Filing
- The merger is delayed due to a second request for information from the FTC, pushing the expected closing to the second half of 2025.
Worse than expected
21 February 2025 5:16 PM
Form DEFA14A Filing
- The merger closing is delayed, which is worse than the initially expected timeline.
Worse than expected
21 February 2025 4:58 PM
Current Report (8-K)
- The merger closing is delayed to the second half of 2025 due to the FTC's Second Request.
Delay expected
21 February 2025 4:58 PM
Current Report (8-K)
- The merger between Cross Country Healthcare and Aya Healthcare is now expected to close in the second half of 2025 due to a second request for information from the FTC.
Delay expected
22 January 2025 4:27 PM
Merger Announcement
- The applicable waiting period under the HSR Act was extended to 11:59 p.m Eastern Time on February 20, 2025.
Better than expected
6 January 2025 10:30 PM
Schedule 13D Filing
- The increase in beneficial ownership by a prominent investment firm like Magnetar Capital is generally viewed as a positive signal by the market, indicating confidence in the company's prospects or valuation.
Better than expected
3 January 2025 6:42 PM
Beneficial Ownership Amendment
- The document indicates an increase in beneficial ownership by a significant institutional investor (Magnetar), which is generally perceived as a positive signal of confidence in the company's future prospects.
- Magnetar's stake has grown to 7.20%, indicating a substantial and growing commitment to the company.
Better than expected
4 December 2024 5:16 PM
Merger Announcement
- The acquisition price represents a significant premium for Cross Country shareholders, indicating a better than expected outcome for them.
Better than expected
4 December 2024 4:50 PM
Merger Announcement
- The acquisition includes a substantial premium of 67% and 68% over recent trading prices, indicating a better than expected outcome for shareholders.
Better than expected
4 December 2024 8:50 AM
Merger Announcement
- The acquisition price represents a significant premium of 67% to Cross Country's closing price on December 3, 2024, indicating a better than expected outcome for shareholders.
Worse than expected
7 November 2024 3:59 PM
Quarterly Report
- The company's revenue decreased by 28.8% year-over-year, indicating a worse performance compared to the previous year.
- Net income attributable to common stockholders decreased significantly from $12.8 million to $2.6 million year-over-year, indicating a worse performance compared to the previous year.
- The Nurse and Allied Staffing segment experienced a 33.2% revenue decline, indicating a worse performance compared to the previous year.
Worse than expected
6 November 2024 4:28 PM
Quarterly Report
- The company's revenue, net income, and adjusted EBITDA all decreased significantly year-over-year, indicating worse than expected results.
- The company's gross profit margin also declined, further contributing to the worse than expected results.
Worse than expected
1 August 2024 10:15 AM
Quarterly Report
- The company's revenue decreased by 37% year-over-year.
- The company reported a net loss of $16.1 million compared to a net income of $21.3 million in the same period last year.
- The Nurse and Allied Staffing segment experienced a significant revenue decline of 41.2%.
Worse than expected
31 July 2024 4:26 PM
Quarterly Report
- The company's revenue, net income, and adjusted EBITDA all decreased significantly year-over-year, indicating worse than expected results.
Worse than expected
9 May 2024 4:05 PM
Current Report
- The company is expecting a $20 million bad debt charge, which is a negative impact on their financials.
Worse than expected
2 May 2024 7:12 AM
Quarterly Report
- The company's revenue decreased by 39% year-over-year, indicating a significant downturn in performance.
- Net income attributable to common stockholders decreased substantially from $29.4 million to $2.7 million, reflecting a significant decline in profitability.
Worse than expected
1 May 2024 4:27 PM
Quarterly Report
- The company's revenue, net income, and adjusted EBITDA all decreased significantly year-over-year, indicating worse than expected results.
- The company's gross profit margin also declined, further indicating worse than expected results.
- The company's diluted EPS and adjusted EPS were also significantly lower than the prior year, indicating worse than expected results.
Worse than expected
1 April 2024 8:00 AM
Proxy Statement
- The company did not achieve its threshold performance hurdles for Company Annual Adjusted EBITDA or Company Annual Revenue in Fiscal 2023, resulting in no awards for the Objective Bonus component for NEOs.
- The company's Fiscal 2023 Adjusted EBITDA margin of 7.2% was below the performance hurdle of 7.5%.
Worse than expected
22 February 2024 6:05 PM
Annual Results
- The company's revenue decreased by 28% year-over-year, indicating worse than expected results.
- Net income attributable to common stockholders decreased significantly, indicating worse than expected results.
Worse than expected
21 February 2024 4:24 PM
Quarterly Report
- The company's revenue, net income, and adjusted EBITDA all decreased significantly year-over-year, indicating worse than expected results.
- The company's guidance for Q1 2024 also indicates a continued decline in financial performance.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.