BOCA RATON, Fla.--(BUSINESS WIRE)--
Cross Country Healthcare, Inc. (NASDAQ:CCRN), a leading provider of
healthcare staffing solutions, announced today that it has signed a
definitive agreement to acquire substantially all of the assets and
business 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 which has 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.
Cross Country Healthcare President and CEO William J. Grubbs said, "The
acquisition of MSN's assets represents a strategically compelling
opportunity for Cross Country Healthcare, accelerating our expansion
plans by several years, increasing our market share and bringing us new
products and opportunities to cross-sell to all of our customers. From a
financial perspective, we expect this transaction to create significant
value for our shareholders and meaningful earnings accretion in 2015
through increased scale, accelerated growth opportunities, and cost
The transaction is expected to be dilutive to earnings per share by
$0.10 - $0.12 for 2014, primarily due to acquisition and integration
related charges; and accretive to 2015 earnings per share by $0.12 -
$0.15. These estimates are subject to assumptions regarding the timing
of the closing of the deal, the attainment of synergies, as well as the
company's tax rates and the finalization of purchase accounting.
The Company has entered into commitments for subordinated debt
consisting of a $30 million, 5-year variable rate term loan and
$25 million of convertible notes having a 6-year maturity. The combined
effective interest rate for the subordinated indebtedness is expected to
be 7.72% for 2014. Cross Country Healthcare also has a commitment from
its current lender, Bank of America. N.A. to increase its 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 Cross Country Healthcare for
the acquisition and Proskauer Rose LLP served as its legal advisor.
INVITATION TO CONFERENCE CALL
Cross Country Healthcare will hold a conference call on June 3, 2014 at
9:00 am ET to discuss this transaction. This call will be webcast live
and can be accessed at the Company's website at www.crosscountryhealthcare.com
or by dialing 800-857-6331 from anywhere in the U.S. or by dialing
1-517-623-4781 from non-U.S. locations - Passcode: Cross Country. A
replay of the webcast will be available at the Company's website and a
replay of the conference call will be available by telephone by calling
800-695-4244 from anywhere in the U.S. or 402-220-0321 from non-U.S.
locations - Passcode: 2014.
ABOUT CROSS COUNTRY HEALTHCARE
Cross Country Healthcare, Inc., headquartered in Boca Raton, Florida, is
a national leader in providing healthcare staffing and workforce
management solutions. Our traditional staffing includes temporary and
permanent placement of travel nurses and allied professionals,
branch-based local nurses and allied staffing, and locum tenens
physicians. We provide flexible workforce management solutions to the
healthcare market through diversified offerings, meeting the special
needs of each client. In addition to traditional staffing, we offer
managed service programs (MSP), workforce assessments, internal resource
pool consulting and development, electronic medical record (EMR)
transition staffing, and recruitment process outsourcing services. We
have approximately 3,000 active contracts with government and commercial
hospitals and healthcare facilities, and other healthcare organizations
throughout the U.S. to provide our staffing services and workforce
solutions. We also provide physician and executive search services as
well as education and training programs for healthcare professionals.
Cross Country Healthcare employs approximately 1,100 corporate employees
and utilizes on average 2,420 field employees and 1,640 independent
ABOUT MEDICAL STAFFING NETWORK
Medical Staffing Network is one of the largest and most recognized national
providers of healthcare staffing and workforce
solutions that balance quality patient care with cost-savings. With
more than 30 years of experience, MSN's offerings streamline and
optimize the patient care continuum from recruitment and onboarding to
intake and case management. As a comprehensive healthcare staffing
company, MSN provides nursing, allied healthcare, pharmacy, clinical
research, anesthesia, advanced practice and case management
professionals through a network of 60+ locations and traveler solutions.
Copies of this and other news releases as well as additional information
about Cross Country Healthcare can be obtained online at www.crosscountryhealthcare.com.
Shareholders and prospective investors can also register to
automatically receive the Company's press releases, SEC filings and
other notices by e-mail.
In addition to historical information, this press release contains
statements relating to our future results (including certain projections
and business trends) that are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and are subject to the "safe harbor" created by those
sections. Forward-looking statements consist of statements that are
predictive in nature, depend upon or refer to future events. Words such
as "expects", "anticipates", "intends", "plans", "believes",
"estimates", "suggests", "appears", "seeks", "will" and variations of
such words and similar expressions intended to identify forward-looking
statements. Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results and
performance to be materially different from any future results or
performance expressed or implied by these forward-looking statements.
These factors include, without limitation, the following: our ability to
attract and retain qualified nurses, physicians and other healthcare
personnel, costs and availability of short-term housing for our travel
nurses and physicians, demand for the healthcare services we provide,
both nationally and in the regions in which we operate, the functioning
of our information systems, the effect of existing or future government
regulation and federal and state legislative and enforcement initiatives
on our business, our clients' ability to pay us for our services, our
ability to successfully implement our acquisition and development
strategies, the effect of liabilities and other claims asserted against
us, the effect of competition in the markets we serve, our ability to
successfully defend the Company, its subsidiaries, and its officers and
directors on the merits of any lawsuit or determine its potential
liability, if any, and other factors set forth in Item 1A. "Risk
Factors" in the Company's Annual Report on Form 10-K for the year ended
December 31, 2013, and our other Securities and Exchange Commission
filings made prior to the date hereof.
Although we believe that these statements are based upon reasonable
assumptions, we cannot guarantee future results and readers are
cautioned not to place undue reliance on these forward-looking
statements, which reflect management's opinions only as of the date of
this press release. There can be no assurance that (i) we have correctly
measured or identified all of the factors affecting our business or the
extent of these factors' likely impact, (ii) the available information
with respect to these factors on which such analysis is based is
complete or accurate, (iii) such analysis is correct or (iv) our
strategy, which is based in part on this analysis, will be successful.
The Company undertakes no obligation to update or revise forward-looking
statements. All references to "we," "us," "our," or "Cross Country" in
this press release mean Cross Country Healthcare, Inc., its subsidiaries
Cross Country Healthcare, Inc.
William J. Grubbs,
President and Chief Executive Officer
Source: Cross Country Healthcare, Inc.
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