CROSS COUNTRY HEALTHCARE INC 8-K

What Happened

• Cross Country Healthcare, Inc. (CCRN) announced on May 6, 2026 that it entered into a definitive Agreement and Plan of Merger with KL Criss Cross Intermediate, LLC (Parent) and KL Criss Cross Merger Sub, Inc. (Merger Sub). At closing, Merger Sub will merge into Cross Country and Cross Country will become a wholly owned subsidiary of Parent. Each outstanding share of Cross Country common stock (excluding treasury, Parent-owned, and dissenting shares) will be converted into the right to receive $13.25 in cash per share. The company said it expects to delist from Nasdaq and deregister under the Exchange Act promptly after closing.

Key Details

• Merger consideration: $13.25 cash per share (no interest); excludes treasury, Parent-held, and dissenting shares.
• Vesting/cash-out of equity awards: service-only restricted awards will fully vest and be cashed out; performance awards will be treated as vested at the greater of target or actual and converted to cash at $13.25 per share.
• Approvals & timing: closing requires Company stockholder approval (majority vote) and customary regulatory clearances (HSR/antitrust). End Date is 5 months from the agreement with possible automatic extensions to Jan 6, 2027 and Apr 6, 2027 for remaining regulatory matters.
• Fees & financing: Company Termination Fee and Parent Regulatory Termination Fee are each $14,213,075 in specified circumstances. Parent has equity financing commitments from funds affiliated with Knox Lane LP and Investors provided limited guarantees for certain obligations. The Merger is not conditioned on financing.

Why It Matters

• The agreement provides a fixed cash payout ($13.25) per share if the Merger closes, which is the primary near-term outcome for shareholders. Shareholders will vote on the transaction and, if approved, Cross Country securities will be delisted and deregistered, removing ongoing public-market liquidity and disclosure obligations. The filing also cancels the company’s May 7 Q1 2026 earnings call and the May 11, 2026 Annual Meeting and withdraws related proxy proposals while the proxy statement for the Merger is prepared. Investors should watch for the proxy statement (Schedule 14A), the stockholder vote, and any required regulatory approvals for timing and potential changes to the transaction.