Attached files
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| EX-99.1 - PRESS RELEASE ISSUED BY THE COMPANY ON JUNE 13, 2017 - CROSS COUNTRY HEALTHCARE INC | ccrn_ex991.htm |
| EX-1.01 - PURCHASE AGREEMENT - CROSS COUNTRY HEALTHCARE INC | ccrn_ex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 13,
2017
Cross Country Healthcare, Inc.
(Exact name of registrant as specified in its
charter)
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Delaware
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0-33169
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13-4066229
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(State or Other
Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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5201 Congress Avenue, Suite 100B, Boca Raton, FL 33487
(Address of Principal Executive Office) (Zip
Code)
(561) 998-2232
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a
Material Definitive Agreement
On June
13, 2017, Cross Country Healthcare, Inc. (“Company”)
entered into a definitive agreement (the “Agreement”)
with Advantage RN LLC, Advantage On Call, LLC, Advantage Locums,
LLC and Advantage RN Local Staffing, LLC (collectively
“Advantage”) and certain of Advantage’s members
to acquire substantially all of Advantage’s businesses and
assets. Founded in 2003 and headquartered in West Chester, Ohio,
Advantage is one of the largest independent travel nurse staffing
companies in the United States. Advantage deploys many of
its nurses through Managed Service
Provider and Vendor Management Systems and maintains strong direct
relationships with many hospitals. The founder and CEO of
Advantage, Matt Price, will remain with the business after the
transaction closes.
The
purchase price is $88 million payable in cash at closing, and is
subject to a net working capital adjustment. The Company is
financing the acquisition through a combination of cash-on-hand and
borrowings under its senior credit facility. In connection with
this transaction, the Company has also entered into a commitment to
increase the borrowing capacity under its current credit facility
by $40 million.
It is
anticipated that the closing will occur during the third quarter of
2017, the consummation of which is subject to customary closing
conditions.
The
foregoing description does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Purchase Agreement filed as Exhibit 1.01 to this Form
8-K.
Item 8.01
Other Events
Incorporated
by reference is a press release issued by the Company on June 13,
2017 and attached hereto as Exhibit 99.1. The
information is being furnished under Item 8.01 and Exhibit 99.1 and
shall not be deemed “filed” for purposes of Section 18
of the Securities and Exchange Act of 1934, as amended or otherwise
subject to the liability of such section.
Item
9.01 Financial Statements and Exhibits
Exhibit
Description
Purchase Agreement,
dated June 13, 2017, by and among Cross Country Healthcare, Inc.,
Advantage RN, LLC, Advantage On Call, LLC, Advantage Locums, LLC
and Advantage RN Local Staffing, LLC and certain of
Advantage’s members
Press release
issued by the Company on June 13, 2017
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly
authorized.
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CROSS COUNTRY HEALTHCARE, INC.
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Dated:
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June 13, 2017
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By:
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/s/ William J. Burns
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Name: William J. Burns
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Title: EVP, Chief Financial Officer
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