CCRN
Cross Country Healthcare INC
NASDAQ
DEFA14A: Cross Country Healthcare Merger Faces Delay as FTC Issues Second Request
Sentiment:
Form DEFA14A Filing
21 February 2025 5:16 PM
Cross Country Healthcare's merger with Aya Healthcare is now expected to close in the second half of 2025 due to a second request for information from the FTC.
Worse than expected
The merger closing is delayed, which is worse than the initially expected timeline.
Delay expected
The merger is delayed due to a second request for information from the FTC, pushing the expected closing to the second half of 2025.
Summary
- Cross Country Healthcare, Inc. entered into a merger agreement with Aya Holdings II Inc. on December 3, 2024.
- On February 20, 2025, both Cross Country Healthcare and Aya received a second request for additional information from the FTC regarding the merger.
- This second request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 until 30 days after both companies substantially comply with the request.
- The company now anticipates the merger will close in the second half of 2025, pending stockholder approval and satisfaction of other closing conditions.
Sentiment
Score: 4
Explanation: The sentiment is slightly negative due to the delay in the merger, indicating increased uncertainty and potential risks. However, the companies are cooperating with the FTC, which provides some reassurance.
Positives
- The company and Aya are cooperating with the FTC.
- The merger is still expected to close, albeit later than initially anticipated.
Negatives
- The merger closing is delayed due to the FTC's second request for information.
- The delay introduces uncertainty and could potentially impact the deal's terms or outcome.
Risks
- The merger may not be completed if conditions are not satisfied or waived.
- Regulatory approval may not be obtained or may be subject to unanticipated conditions.
- The delay could divert management time and disrupt business operations.
- The announcement of the delay could adversely affect the market price of Cross Country Healthcare's common stock.
- The delay could negatively impact the company's ability to retain customers and key personnel.
- Competing offers could be made.
- Unexpected costs, charges, or expenses could result from the merger.
- Potential litigation relating to the merger could be instituted against the parties.
Future Outlook
The company expects the merger to close in the second half of 2025, subject to stockholder approval and other customary closing conditions.
Management Comments
- The Company and Aya have been working cooperatively with the FTC and will continue to do so.
Industry Context
Mergers in the healthcare staffing industry are subject to regulatory scrutiny to ensure they do not reduce competition or negatively impact pricing and service quality.
Stakeholder Impact
- Shareholders face uncertainty regarding the timing and potential outcome of the merger.
- Employees may experience anxiety due to the potential changes resulting from the merger.
- Customers and suppliers may be concerned about the impact of the merger on service quality and business relationships.
Next Steps
- The Company and Aya must substantially comply with the FTC's second request for information.
- The Company's stockholders must approve the merger.
- The parties must satisfy or waive the other customary closing conditions specified in the Merger Agreement.
Key Dates
- December 3, 2024: Cross Country Healthcare entered into a Merger Agreement with Aya Holdings II Inc.
- February 20, 2025: Cross Country Healthcare and Aya each received a second request for additional information from the FTC.
- February 21, 2025: Date of report.
- Second Half 2025: Expected closing of the Merger.
Keywords
merger, Cross Country Healthcare, Aya Healthcare, FTC, antitrust, HSR Act, delay, regulatory approval
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.
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