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CCRN > SEC Filings for CCRN > Form 8-K on 3-Jun-2014All Recent SEC Filings

Show all filings for CROSS COUNTRY HEALTHCARE INC

Form 8-K for CROSS COUNTRY HEALTHCARE INC


3-Jun-2014

Entry into a Material Definitive Agreement, Regulation FD Disclosure


Item 1.01. Entry into a Material Definitive Agreement

On June 2, 2014, Cross Country Healthcare, Inc. ("Company") entered into a definitive agreement to acquire substantially all of the assets of Medical Staffing Network ("MSN") and assume substantially all of the liabilities of MSN for an aggregate purchase price of $48.3 million, subject to a post-closing working capital adjustment.

MSN is a comprehensive healthcare staffing company with 55 locations throughout the U.S. that provide per diem, local, contract, travel, and permanent hire staffing services. For the year ended December 31, 2013 and the four-month period ended April 30, 2014, MSN had unaudited revenues of $229 million and $78 million, respectively.
The Company has entered into commitments for subordinated debt consisting of a $30 million, 5-year term loan and $25 million of convertible notes having a 6-year maturity and a conversion price of $7.10. The combined effective interest rate for the subordinated indebtedness is expected to be 7.72% for 2014. In addition, Cross Country Healthcare anticipates that its loan agreement with Bank of America. N.A. will be amended to increase the borrowing capacity under its senior secured asset-based revolving credit facility from $65 million to $85 million.
Consummation of the transaction is subject to customary closing conditions. It is anticipated that the Closing will occur before the end of June, 2014. Foros LLC served as financial advisor to the Company for the acquisition and Proskauer Rose LLP served as its legal advisor.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement filed as Exhibit 1.01 to this Form 8-K.



Item 7.01 Regulation FD Disclosure

On June 2, 2014, the Company posted an investor presentation on its website information, which includes information about the Company's acquisition of MSN's assets. This is being furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall be deemed incorporated by reference in any filing under the Securities Act of 1944 or the Securities Act of 1934, except to the extent as shall be expressly set forth b specific reference in such filing.



Item 8.01 Other Events

Incorporated by reference is a press release issued by the Company on June 2, 2014 and attached hereto as Exhibit 99.2. The information is begin furnished under Item 8.01 and Exhibit 99.2 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.


Also, on June 2, 2014, the Company posted an investor presentation on its website information, which includes information about the Company's acquisition of MSN's assets.

Item 9.01  Financial Statements and Exhibits

Exhibit    Description
1.01         Asset Purchase Agreement, dated June 2, 2014 between Cross Country
             Healthcare, Inc., as Buyer, and Medical Staffing Network, as Seller


99.1         Investor Presentation, including information about the Company's
             acquisition of MSN's assets

99.2 Press release issued by the Company on June 2, 2014


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