SCHEDULE: Magnetar Reduces Cross Country Healthcare Stake After Merger Termination

Magnetar Financial and its affiliates have reduced their beneficial ownership in Cross Country Healthcare to 5.54% following the termination of the company's merger agreement with Aya Holdings II Inc.

Summary

• Magnetar Financial LLC and its affiliates (Reporting Persons) have filed an Amendment No. 2 to Schedule 13D regarding their beneficial ownership in Cross Country Healthcare Inc.
• Between December 2, 2025, and December 5, 2025, the Reporting Persons sold a total of 658,789 shares of Cross Country Healthcare.
• As of December 5, 2025, the Reporting Persons beneficially own 1,815,542 shares, representing approximately 5.54% of the company's common stock.
• The reduction in stake follows the announcement on December 4, 2025, that Cross Country Healthcare terminated its merger agreement with Aya Holdings II Inc.
• In connection with the merger termination, Aya Healthcare is required to pay Cross Country Healthcare a termination fee of $20 million.
• The Reporting Persons reserve the right to acquire or dispose of additional securities in the future.

Sentiment

Score: 4

Explanation: The termination of a merger agreement, even with a termination fee, generally signals a setback for the target company. The subsequent significant share sales by a major investor further indicate a negative outlook from that investor. While the $20 million fee is a positive, it likely doesn't fully offset the perceived loss of the merger's strategic value or the investor's reduced confidence.

Positives

• Cross Country Healthcare Inc. will receive a $20 million termination fee from Aya Healthcare due to the merger agreement's termination.

Negatives

• The termination of the merger agreement with Aya Holdings II Inc. removes a potential acquisition premium or strategic alignment for Cross Country Healthcare.
• Magnetar Financial and its affiliates sold 658,789 shares, reducing their stake, which could signal a lack of confidence or a re-evaluation of the investment thesis post-merger termination.

Risks

• The termination of a merger agreement can introduce uncertainty regarding Cross Country Healthcare's future strategic direction and potential impact on its share price.
• The Reporting Persons' sale of shares could put downward pressure on the stock price or indicate a perceived lack of future upside for the company.

Future Outlook

The Reporting Persons reserve the right to acquire or dispose of additional securities of Cross Country Healthcare Inc. in the open market, in privately negotiated transactions, or otherwise, or to change their intentions regarding their investment.

Industry Context

This filing reflects an institutional investor's adjustment to its position in a healthcare staffing company following a significant corporate event (merger termination). The healthcare staffing industry can be sensitive to economic conditions and healthcare policy changes, and a terminated merger could indicate challenges in market consolidation or valuation disagreements within the sector.

Stakeholder Impact

• Shareholders: The termination of the merger and subsequent share sales by a major investor could lead to increased volatility and potentially downward pressure on the stock price. The $20 million termination fee provides some compensation.
• Employees: Uncertainty regarding the company's strategic direction post-merger termination could impact employee morale or future plans.

Next Steps

• Cross Country Healthcare Inc. will receive a $20 million termination fee from Aya Healthcare.
• The Reporting Persons may acquire or dispose of additional securities of Cross Country Healthcare Inc. in the future.

Key Dates

Recommendation

The termination of a merger agreement, especially one that could have provided strategic benefits or an acquisition premium, is generally a negative event for a company. The subsequent significant reduction in stake by a sophisticated institutional investor like Magnetar, selling over 650,000 shares, strongly suggests a loss of confidence or a belief that the stock's upside is now limited. While the $20 million termination fee is a positive, it is unlikely to fully compensate for the strategic setback or the signal sent by the investor's divestment. This action indicates a re-evaluation of the investment thesis, likely leading to downward pressure on the stock price.

Keywords

Cross Country Healthcare, Magnetar Financial, Schedule 13D, Beneficial Ownership, Merger Termination, Aya Holdings II Inc., Healthcare Staffing, Investment Management, Share Sale, Termination Fee