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Cross Country Healthcare To Acquire Assets of Advantage RN BOCA RATON, Fla. — (BUSINESS WIRE)&#x2014

Key Takeaway: Cross Country Healthcare To Acquire Assets of Advantage RATON, Fla. (BUSINESS WIRE) June 13, 2017 -- Cross Country Healthcare, Inc. (NASDAQ:CCRN), a leading provider of healthcare staffing and workforce solutions, announced today that it has signed a definitive agreement to a

Full Press Release Details

Cross Country Healthcare To Acquire Assets of Advantage
RATON, Fla. (BUSINESS WIRE) June 13, 2017 -- Cross
Country Healthcare, Inc. (NASDAQ:CCRN), a leading provider of
healthcare staffing and workforce solutions, announced today that
it has signed a definitive agreement to acquire substantially all
of the assets and business of Advantage RN and its affiliates
(collectively, Advantage ) for an aggregate purchase
price of $88 million, subject to a post-closing working capital
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 Providers 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. For the year ended December 31, 2016
Advantage had revenue of approximately $100 million and a
normalized EBITDA (refer to Non-GAAP financial measures below for
definition) of approximately $10.0 million.
Country Healthcare President and CEO William J. Grubbs said,
The acquisition of Advantage's business represents a
strategically compelling opportunity for Cross Country Healthcare
to increase our supply of healthcare professionals, expand our
capture rate at our Managed Service Providers accounts, and expand
our Workforce Solutions business by offering our full suite of
services to certain of Advantage's clients. From a financial
perspective, we expect this transaction to create significant value
for our shareholders and meaningful earnings accretion in 2017
through increased scale and accelerated growth
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.
anticipated that the closing will occur during the third quarter of
2017, the consummation of which is subject to customary closing
foregoing description does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Purchase Agreement that will be filed as Exhibit 1.01 to our Form
ABOUT CROSS COUNTRY HEALTHCARE
Country Healthcare is a national leader in providing innovative
healthcare workforce solutions and staffing services. Our solutions
leverage our nearly 40 years of expertise and insight to assist
clients in solving complex labor-related challenges while
maintaining high quality outcomes. We are dedicated to recruiting
and placing highly qualified healthcare professionals in virtually
every specialty and area of expertise. With more than 9,500 active
contracts, our diverse client base includes both clinical and
nonclinical settings, servicing acute care hospitals, physician
practice groups, outpatient and ambulatory-care centers, nursing
facilities, both public schools and charter schools, rehabilitation
and sports medicine clinics, government facilities, and homecare.
Through our national staffing teams and network of 74 office
locations, we are able to place clinicians on travel and per diem
assignments, local short-term contracts and permanent positions. We
are a market leader in providing flexible workforce management
solutions, which include managed services programs (MSP), internal
resource pool consulting and development, electronic medical record
(EMR) transition staffing, recruitment process outsourcing,
predictive modeling and other outsourcing and consultative
services. In addition, we provide both retained and contingent
placement services for healthcare executives, physicians, and other
healthcare professionals.
of this and other news releases as well as additional information
about Cross Country Healthcare can be obtained online at
Shareholders and prospective investors can also register to
automatically receive the Company's press releases, SEC filings and
other notices by e-mail.
NON-GAAP FINANCIAL MEASURES
press release references normalized EBITDA, a non-GAAP financial
measure. Such non-GAAP financial measure is provided as additional
information and should not be considered a substitute for, or
superior to, financial measures calculated in accordance with U.S.
GAAP. The Company defines normalized EBITDA as earnings before
interest, income taxes, depreciation and amortization of the
acquired company adjusted for items that have been identified in
its due diligence process as items that are not expected to reoccur
post acquisition. Management believes this non-GAAP measure is
useful to investors as it is consistent with the measure it uses to
evaluate its transactions. This non-GAAP financial measure may
differ materially from the same non-GAAP financial measure used by
other companies. The table that follows provides a reconciliation
to the most directly comparable U.S. GAAP financial measure and
includes a more detailed discussion of the financial
Reconciliation of Normalized EBITDA
Advantage Year Ended
December 31, 6201
(in thousands)
Net income $ 8,535
Depreciation & Amortization 122
Interest expense 192
Legal fees (a) 462
Transaction related costs (b) 136
Restructuring costs 88
Other non-recurring adjustments 435
Normalized EBITDA $ 9,970
to a specific liability the Company is not assuming in accordance
with the terms of the asset purchase agreement.
costs are fees incurred by the Seller pertaining to the sale of
adjustments are costs that are not anticipated to continue post
acquisition such stock purchase distributions, board expenses, and
certain other non-operating or immaterial prior period
FORWARD LOOKING STATEMENT
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
Last updated: Jun 13, 2017