CCRN
Cross Country Healthcare INC
NASDAQ
8-K: Cross Country Healthcare Merger Faces Delay as FTC Issues Second Request for Information
Sentiment:
Current Report (8-K)
21 February 2025 4:58 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 additional information from the U.S. Federal Trade Commission (FTC).
Worse than expected
The merger closing is delayed to the second half of 2025 due to the FTC's Second Request.
Delay expected
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.
Summary
- Cross Country Healthcare, Inc. (CCRN) announced that its merger with Aya Healthcare is now expected to close in the second half of 2025.
- The delay is due to the receipt of a second request for additional information from the FTC on February 20, 2025, regarding the proposed merger.
- The issuance of the Second Request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) until 30 days after both companies substantially comply with the request, unless the period is extended or terminated earlier by the FTC.
- Both Cross Country Healthcare and Aya Healthcare are cooperating with the FTC.
- The merger is still subject to the approval of Cross Country Healthcare's stockholders and the satisfaction or waiver of other customary closing conditions.
Sentiment
Score: 4
Explanation: The sentiment is slightly negative due to the delay in the merger closing, which introduces uncertainty and potential risks. However, the companies are cooperating with the FTC, which is a positive sign.
Positives
- Cross Country Healthcare and Aya Healthcare are cooperating with the FTC's review.
- The company has filed a proxy statement on Schedule 14A with the SEC, and the definitive proxy statement was thereafter mailed to stockholders of the Company seeking their approval of the transaction-related proposals.
Negatives
- The merger closing is delayed to the second half of 2025 due to the FTC's Second Request.
- The extended waiting period under the HSR Act introduces uncertainty regarding the merger's timeline.
Risks
- The merger may not be completed if the closing conditions are not satisfied or waived.
- Regulatory approval may not be obtained or may be subject to unanticipated conditions.
- The delay could divert management's attention from ongoing business operations.
- The announcement of the delay could have adverse effects on 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.
- Potential litigation relating to the Merger could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto.
Future Outlook
The Company now expects that the Merger will close in the second half of 2025, subject to the approval of the Company's stockholders and the satisfaction or waiver of the other customary closing conditions specified in the Merger Agreement.
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.
Comparison to Industry Standards
- Other healthcare mergers, such as the Optum and Change Healthcare deal, have faced similar scrutiny from regulatory bodies like the Department of Justice.
- The timeline for regulatory review can vary significantly, with some mergers being approved quickly and others facing lengthy investigations and challenges.
Stakeholder Impact
- Shareholders may experience uncertainty due to the delayed merger closing.
- Employees may face concerns about job security during the extended period of regulatory review.
- Customers and suppliers may experience disruptions or changes in their relationships with the company.
Next Steps
- Cross Country Healthcare and Aya Healthcare will continue to cooperate with the FTC to address the Second Request.
- The Company will seek stockholder approval for the merger.
- The parties will work to satisfy or waive the other customary closing conditions.
Key Dates
- December 3, 2024: Cross Country Healthcare entered into a Merger Agreement with Aya Holdings II Inc. and Spark Merger Sub One Inc.
- January 22, 2025: Definitive proxy statement filed with the SEC.
- February 20, 2025: Cross Country Healthcare and Aya Healthcare received a second request for additional information from the FTC.
- February 21, 2025: Date of the 8-K filing.
Keywords
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.